[GRAPHIC OMITTED]


                             MASTER LEASE AGREEMENT


This MASTER  LEASE  AGREEMENT,  dated as of the 19th day of August,  1998("Lease
Agreement") is made at Boston,  Massachusetts by and between  BancBoston Leasing
Inc.  ("Lessor"),  a  Massachusetts  corporation  with  its  principal  place of
business at 100 Federal  Street,  Boston,  Massachusetts  02110 and ASC Leasing,
Inc.  ("Lessee"),  a Maine with its principal  place of business at Sunday River
Access Road, Bethel, Maine 04217.

         IN CONSIDERATION OF the mutual promises and covenants contained herein,
Lessor and Lessee hereby agree as follows:

         1. Property  Leased.  At the request of Lessee and subject to the terms
and conditions of this Lease Agreement,  Lessor shall lease to Lessee and Lessee
shall lease from Lessor such personal property  ("Equipment") as may be mutually
agreed upon by Lessor and Lessee.  The Equipment shall be selected by or ordered
at  the  request  of  Lessee,  identified  in one or  more  equipment  schedules
substantially  in the form of Exhibit A attached hereto  ("Equipment  Schedule")
and accepted by Lessee in one or more  certificates of acceptance  ("Certificate
of  Acceptance")  in the form of  Exhibit  B  attached  hereto.  Each  Equipment
Schedule  executed  by Lessor  and  Lessee and each  Certificate  of  Acceptance
executed by Lessee shall constitute a part of this Lease Agreement.

         2.       Certain Definitions.

         2.1 The  "Acquisition  Cost" shall mean the total cost of the Equipment
paid by Lessor as set forth in the applicable Equipment Schedule.

         2.2 The "Commencement  Date" shall mean the date on which the Equipment
identified  in the  applicable  Equipment  Schedule  is  accepted  and placed in
service by Lessee under this Lease Agreement.  Each  Commencement  Date shall be
evidenced  by  the  Certificate  of  Acceptance  applicable  to  such  Equipment
Schedule.

         2.3 The "Rent  Start  Date"  shall mean either (i) the first day of the
month  following  the month in which the  Commencement  Date  occurs or (ii) the
Commencement  Date,  if the  Commencement  Date  occurs  on the first day of the
month.

         2.4  The  "Monthly  Rent"  shall  mean  the  amount  set  forth  in the
applicable  Equipment  Schedule as Monthly Rent for the Equipment  identified on
such Equipment Schedule.

         2.5 The "Daily  Rent"  shall mean  one-thirtieth  (1/30) of the Monthly
Rent.

         2.6 The words "herein",  "hereof",  and "hereunder" shall refer to this
Lease  Agreement  as a  whole  and  not to any  particular  section.  All  other
capitalized  terms  defined in this  Lease  Agreement  shall  have the  meanings
assigned thereto.



<PAGE>


         3.       Initial Term of Lease; Payment of Rent.

         3.1 The term of lease for the Equipment ("Initial Term") shall begin on
the Commencement Date set forth in the applicable  Certificate of Acceptance and
shall  continue  during and until the  expiration of the number of full calendar
months set forth in the applicable  Equipment  Schedule,  measured from the Rent
Start Date.  The Initial Term may not be cancelled or  terminated  except as set
forth in Section 10.2 below.

         3.2 At the expiration of the Initial Term, Lessor and Lessee may extend
the lease of the  Equipment  for any  period as they may agree  upon in  writing
("Extended  Term") at the then fair market  rental  value of the  Equipment,  as
determined in good faith by Lessor.

         3.3 Aggregate Daily Rent shall be due and payable by Lessee on the Rent
Start Date in an amount equal to the Daily Rent  multiplied by the actual number
of days elapsed from, and including,  the  Commencement  Date to, but excluding,
the Rent Start Date. The Monthly Rent shall be due and payable on the Rent Start
Date and,  thereafter  on the first day of each month of the Initial Term or any
Extended  Term. All Daily Rents and Monthly Rents shall be paid to Lessor at its
office in Boston, Massachusetts.

         4.       Acceptance of Equipment; Exclusion of Warranties.

         4.1 Lessee shall signify its acceptance of the Equipment  identified in
the applicable Equipment Schedule by promptly executing and delivering to Lessor
a Certificate of Acceptance. Lessee acknowledges that its execution and delivery
of the Certificate of Acceptance shall conclusively establish, as between Lessor
and Lessee,  that the Equipment has been inspected by Lessee,  is in good repair
and  working  order,  is of the design,  manufacture  and  capacity  selected by
Lessee, and is accepted by Lessee under this Lease Agreement.

         4.2 In the event the Equipment is ordered by Lessor from a manufacturer
or supplier at the  request of Lessee,  Lessor  shall not be required to pay the
Acquisition Cost for such Equipment unless and until the applicable  Certificate
of Acceptance  has been  received by Lessor.  Lessee hereby agrees to indemnify,
defend and hold  Lessor  harmless  from any  liability  to any  manufacturer  or
supplier  arising  from the  failure of Lessee to lease any  Equipment  which is
ordered by Lessor at the  request of Lessee or for which  Lessor has  assumed an
obligation to purchase.

         4.3  Lessor  leases  the  Equipment  to Lessee  and  Lessee  leases the
Equipment from Lessor "AS IS" and "WITH ALL FAULTS".  Lessee hereby acknowledges
that (i) Lessor is not a manufacturer,  supplier or dealer of such Equipment nor
an agent  thereof;  and (ii)  LESSOR  HAS NOT MADE,  DOES NOT MAKE,  AND  HEREBY
DISCLAIMS ANY REPRESENTATION OR WARRANTY  WHATSOEVER,  EXPRESS OR IMPLIED,  WITH
RESPECT TO THE EQUIPMENT  INCLUDING,  BUT NOT LIMITED TO, ITS DESIGN,  CAPACITY,
CONDITION,  MERCHANTABILITY,  OR FITNESS FOR USE OR FOR ANY PARTICULAR  PURPOSE.
Lessee  further  acknowledges  that Lessor is not  responsible  for any repairs,
maintenance,  service,  latent  or  other  defects  in the  Equipment  or in the
operation  thereof,  or for compliance of any Equipment with requirements of any
laws, ordinances,  governmental rules or regulations including,  but not limited
to, laws with respect to environmental matters, patent, trademark,  copyright or
trade secret  infringement,  or for any direct or consequential  damages arising
out of the use of or inability to use the Equipment.

         4.4 Provided no Event of Default,  as defined in Section 16 below,  has
occurred and is continuing,  Lessor agrees to cooperate with Lessee, at the sole
cost and  expense  of  Lessee,  in making any claim  against a  manufacturer  or
supplier  of the  Equipment  arising  from a defect  in such  Equipment.  At the
request of Lessee, Lessor shall assign to Lessee all warranties on the Equipment
available from any  manufacturer or supplier to the full extent permitted by the
terms of such warranties and by applicable law.

         5.       Ownership; Inspection; Maintenance and Use.

         5.1 The Equipment shall at all times be the sole and exclusive property
of Lessor.  Any  Equipment  subject to titling  and  registration  laws shall be
titled  and  registered  by Lessee on behalf of and in the name of Lessor at the
sole cost and expense of Lessee.  Lessee shall cooperate with and provide Lessor
with any information or documents  necessary for titling and registration of the
Equipment.  Upon the request of Lessor,  Lessee shall  execute any  documents or
instruments  which may be necessary or appropriate  to confirm,  to record or to
give notice of the  ownership  of the  Equipment  by Lessor  including,  but not
limited to, financing  statements under the Uniform  Commercial Code. Lessee, at
the request of Lessor, shall affix to the Equipment, in a conspicuous place, any
label,  plaque or other insignia supplied by Lessor designating the ownership of
the Equipment by Lessor.

         5.2 The  Equipment  shall be located at the  address  specified  in the
applicable  Equipment  Schedule and shall not be removed  therefrom  without the
prior written consent of Lessor.  Lessor, its agents or employees shall have the
right to enter the premises of Lessee,  upon reasonable notice and during normal
business hours, for the purpose of inspecting the Equipment.

         5.3 Lessee shall pay all costs,  expenses,  fees and charges whatsoever
incurred in  connection  with the use and  operation  of the  Equipment.  Lessee
shall,  at all times and at its own expense,  keep the  Equipment in good repair
and working order,  reasonable wear and tear excepted.  Any maintenance contract
required by a manufacturer  or supplier for the care and upkeep of the Equipment
shall be  entered  into by  Lessee at its sole cost and  expense.  Lessee  shall
permit the use and  operation of the Equipment  only by personnel  authorized by
Lessee and shall  comply with all laws,  ordinances  or  governmental  rules and
regulations relating to the use and operation of the Equipment.

         6. Alterations and Modifications.  Lessee may make, or cause to be made
on its behalf,  any improvement,  modification or addition to the Equipment with
the prior written consent of Lessor,  provided,  however, that such improvement,
modification  or  addition is readily  removable  without  causing  damage to or
impairment of the functional  effectiveness of the Equipment. To the extent that
such  improvement,  modification  or  addition  is not so  removable,  it  shall
immediately  become the  property of Lessor and  thereupon  shall be  considered
Equipment for all purposes of this Lease Agreement.

         7.       Quiet Enjoyment; No Defense, Set-Offs or Counterclaims.

         7.1 Provided no Event of Default,  as defined in Section 16 below,  has
occurred and is continuing, Lessee shall have the quiet enjoyment and use of the
Equipment in the ordinary  course of its business during the Initial Term or any
Extended Term without  interruption  by Lessor or any person or entity  claiming
through or under Lessor.

         7.2  Lessee  acknowledges  and  agrees  that  ANY  DAMAGE  TO OR  LOSS,
DESTRUCTION,  OR UNFITNESS OF, OR DEFECT IN THE  EQUIPMENT,  OR THE INABILITY OF
LESSEE TO USE THE EQUIPMENT FOR ANY REASON  WHATSOEVER,  SHALL NOT (i) GIVE RISE
TO ANY DEFENSE, COUNTERCLAIM, OR RIGHT OF SET-OFF AGAINST LESSOR, OR (ii) PERMIT
ANY ABATEMENT OR RECOUPMENT  OF, OR REDUCTION IN DAILY OR MONTHLY RENT, OR (iii)
RELIEVE LESSEE OF THE PERFORMANCE OF ITS OBLIGATIONS  UNDER THIS LEASE AGREEMENT
INCLUDING,  BUT NOT LIMITED TO, ITS  OBLIGATION  TO PAY THE FULL AMOUNT OF DAILY
RENT AND MONTHLY RENT, WHICH OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL,  unless
and until this Lease  Agreement is terminated  with respect to such Equipment in
accordance with the provisions of Section 10.2 below.  Any claim that Lessee may
have which  arises  from a defect in or  deficiency  of the  Equipment  shall be
brought solely against the  manufacturer or supplier of the Equipment and Lessee
shall,  notwithstanding  any such claim,  continue to pay Lessor all amounts due
and to become due under this Lease Agreement.

         8.       Adverse Claims and Interests.

         8.1 Except for any liens, claims, mortgages,  pledges,  encumbrances or
security  interests created by Lessor,  Lessee shall keep the Equipment,  at all
times, free and clear from all liens, claims, mortgages,  pledges,  encumbrances
and security  interests and from all levies,  seizures and attachments.  Without
limitation of the covenants and obligations of Lessee set forth in the preceding
sentence, Lessee shall immediately notify Lessor in writing of the imposition of
any prohibited lien, claim, levy or attachment on or seizure of the Equipment at
which  time  Lessee  shall  provide  Lessor  with all  relevant  information  in
connection therewith.

         8.2 Lessee  agrees that the  Equipment  shall be and at all times shall
remain personal  property.  Accordingly,  Lessee shall take such steps as may be
necessary to prevent any person from  acquiring,  having or retaining any rights
in or to the  Equipment  by reason  of its being  affixed  or  attached  to real
property.

         9.       Indemnities; Payment of Taxes.

         9.1 Lessee hereby agrees to indemnify, defend and hold harmless Lessor,
its  agents,  employees,  successors  and  assigns  from and against any and all
claims, actions, suits,  proceedings,  costs, expenses,  damages and liabilities
whatsoever  arising  out of or in  connection  with the  manufacture,  ordering,
selection,   specifications,   availability,  delivery,  titling,  registration,
rejection,  installation,  possession,  maintenance,  ownership,  use,  leasing,
operation or return of the Equipment including, but not limited to, any claim or
demand  based  upon  any  STRICT  OR  ABSOLUTE  LIABILITY  IN TORT  and upon any
infringement  or alleged  infringement of any patent,  trademark,  trade secret,
license,  copyright or otherwise.  All costs and expenses  incurred by Lessor in
connection with any of the foregoing  including,  but not limited to, reasonable
legal fees, shall be paid by Lessee on demand.

         9.2 Lessee hereby agrees to indemnify,  defend and hold Lessor harmless
against all Federal, state and local taxes, assessments, licenses, withholdings,
levies, imposts, duties, assessments,  excise taxes, registration fees and other
governmental fees and charges whatsoever,  which are imposed, assessed or levied
on or with  respect  to the  Equipment  or its use or related in any way to this
Lease Agreement ("Tax  Assessments")  except for taxes on or measured by the net
income  of  Lessor  determined  substantially  in the same  manner  as under the
Internal  Revenue  Code of 1986,  as  amended.  Lessee  shall file all  returns,
reports or other such documents  required in connection with the Tax Assessments
and shall  provide  Lessor with copies  thereof.  If, under local law or custom,
Lessee is not  authorized  to make the filings  required by a taxing  authority,
Lessee  shall  notify  Lessor in writing and Lessor  shall  thereupon  file such
returns,  reports or documents.  Without  limiting any of the foregoing,  Lessee
shall  indemnity,  defend and hold Lessor  harmless from all  penalties,  fines,
interest payments, claims and expenses including, but not limited to, reasonable
legal fees,  arising from any failure of Lessee to comply with the  requirements
of this Section 9.2.

         9.3 The  obligations and indemnities of Lessee under this Section 9 for
events  occurring or arising  during the Initial Term or any Extended Term shall
continue  in full force and  effect,  notwithstanding  the  expiration  or other
termination of this Lease Agreement.

         10.      Risk of Loss; Loss of Equipment.

         10.1 Lessee  hereby  assumes and shall bear the entire risk of loss for
theft, damage, seizure, condemnation,  destruction or other injury whatsoever to
the Equipment  from any and every cause  whatsoever.  Such risk of loss shall be
deemed to have been  assumed by Lessee  from and after such risk passes from the
manufacturer or supplier by agreement or pursuant to applicable law.

         10.2 In the event of any loss, seizure,  condemnation or destruction of
the  Equipment  or damage to the  Equipment  which cannot be repaired by Lessee,
Lessee shall  immediately  notify Lessor in writing.  Within thirty (30) days of
such notice, during which time Lessee shall continue to pay Monthly Rent, Lessee
shall, at the option of Lessor,  either (i) replace the Equipment with equipment
of the same type and  manufacture  and in good  repair,  condition  and  working
order,  transfer  title to such equipment to Lessor free and clear of all liens,
claims and encumbrances,  whereupon such equipment shall be deemed Equipment for
all purposes of this Lease  Agreement,  or (ii) pay to Lessor an amount equal to
the present value of both the aggregate of the  remaining  unpaid  Monthly Rents
and the  anticipated  residual  value  of the  Equipment  plus any  other  costs
actually incurred by Lessor.  Lessor and Lessee agree that the residual value of
the Equipment at the expiration of the Initial Term is reasonably anticipated to
be not less than twenty (20) percent of the  Acquisition  Cost of the Equipment.
The present  value shall be  determined  by  discounting  the  aggregate  of the
remaining  unpaid  Monthly  Rents  and the  anticipated  residual  value  of the
Equipment  to the date of payment by Lessee at the rate of five (5)  percent per
annum. When and as requested by Lessor,  Lessee shall also pay to Lessor amounts
due  pursuant  to  Section  18 below,  if any,  arising as a result of the loss,
seizure,  replacement,   condemnation  or  destruction  of  the  Equipment.  Any
insurance or condemnation  proceeds  received by Lessor shall be credited to the
obligation of Lessee under this Section 10.2 and the remainder of such proceeds,
if any, shall be paid to Lessee by Lessor in full  compensation  for the loss of
the leasehold interest in the Equipment by Lessee.

         10.3 Upon any  replacement  of or payment for the Equipment as provided
in Section 10.2 above, this Lease Agreement shall terminate only with respect to
the Equipment so replaced or paid for, and Lessor shall transfer to Lessee title
only to such  Equipment  "AS IS,"  "WITH  ALL  FAULTS",  and WITH NO  WARRANTIES
WHATSOEVER,  EITHER  EXPRESS OR  IMPLIED,  INCLUDING,  WITHOUT  LIMITATION,  ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR USE OR FOR ANY PARTICULAR  PURPOSE.
Lessee shall pay any sales or use taxes due on such transfer.

         11.      Insurance.

         11.1 Lessee shall keep the Equipment  insured against all risks of loss
or damage from every cause whatsoever  occurring during the Initial Term, or any
Extended  Term for an amount  not less than the  higher of the full  replacement
value of the  Equipment  or the  aggregate of unpaid Daily Rent and Monthly Rent
for the balance of the Initial  Term,  or the Extended  Term.  Lessee shall also
carry public  liability  insurance,  both personal  injury and property  damage,
covering the Equipment,  and Lessee shall be liable for any deductible  portions
of all required insurance.

         11.2 All insurance  required under this Section 11 shall name Lessor as
additional  insured  and loss  payee.  Such  insurance  shall  also be with such
insurers and shall be in such forms and amounts as are  satisfactory  to Lessor.
All  applicable  policies  shall  provide  that no act,  omission  or  breach of
warranty  by  Lessee  shall  give rise to any  defense  against  payment  of the
insurance  proceeds to Lessor.  Lessee shall pay the premiums for such insurance
and, at the request of Lessor,  deliver to Lessor duplicates of such policies or
other evidence  satisfactory to Lessor of such insurance coverage. In any event,
Lessee shall provide Lessor with  endorsements  upon the policies  issued by the
insurers  which  evidence the existence of insurance  coverage  required by this
Section 11 and by which the  insurers  agree to give  Lessor  written  notice at
least  twenty  (20)  days  prior  to  the  effective  date  of  any  expiration,
modification, reduction, termination or cancellation of any such policies.

         11.3 The  proceeds  of  insurance  required  under this  Section 11 and
payable as a result of loss or damage to the  Equipment  shall be applied as set
forth in  Section  10.2  above.  Upon the  occurrence  of an Event of Default as
defined in Section 16 below,  Lessee hereby  irrevocably  appoints Lessor as its
attorney-in-fact,  which power shall be deemed coupled with an interest, to make
claim for,  receive  payment of,  execute and endorse all  documents,  checks or
drafts  received  in payment  for loss or damage  under any  insurance  policies
required by this Section 11.

         11.4  Notwithstanding  anything  herein,  Lessor shall not be under any
duty to examine any evidence of insurance furnished  hereunder,  or to ascertain
the  existence of any policy or coverage,  or to advise Lessee of any failure to
comply with the provisions of this Section 11.

         12. Surrender To Lessor. Immediately upon the expiration of the Initial
Term or any Extended Term or at any other  termination of this Lease  Agreement,
Lessee shall surrender the Equipment to Lessor in good repair and working order,
reasonable  wear and tear excepted,  by assembling and delivering the Equipment,
ready for shipment,  to a place or carrier, as Lessor may designate,  within the
state in which the Equipment was originally  delivered to Lessee or to which the
Equipment was thereafter moved with the written consent of Lessor.  All costs of
removal,  assembly,  packing  and  delivery  of  such  Equipment  to  the  place
designated by Lessor shall be borne by Lessee.

         13. Fair Market Value Purchase  Option.  Lessor hereby grants to Lessee
the option to purchase  all, but not less than all,  Equipment  set forth on any
Equipment  Schedule at the expiration of the applicable Initial Term or Extended
Term.  Any such  purchase  shall be for cash in an amount equal to the then fair
market value of such  Equipment,  as  determined  in good faith by Lessor.  This
purchase  option may be exercised by Lessee,  provided that no Event of Default,
as defined in Section 16 below,  has  occurred and is  continuing.  Lessee shall
notify  Lessor in writing of its  intention to exercise  its purchase  option at
least  thirty  (30) days  prior to the  expiration  of the  Initial  Term or any
Extended Term. Upon payment of the fair market value by Lessee to Lessor, Lessor
shall transfer title to the Equipment to Lessee "AS IS", "WITH ALL FAULTS",  and
WITH NO WARRANTIES  WHATSOEVER,  EITHER EXPRESS OR IMPLIED,  INCLUDING,  WITHOUT
LIMITATION,  ANY  WARRANTIES  OF  MERCHANTABILITY  OR FITNESS FOR USE OR FOR ANY
PARTICULAR PURPOSE.

         14.  Financial  Statements.  Lessee shall annually,  within ninety (90)
days after the close of the fiscal year for Lessee,  furnish to Lessor financial
statements of Lessee, including a balance sheet as of the close of such year and
statements of income and retained earnings for such year, prepared in accordance
with generally accepted accounting principles, consistently applied from year to
year, and certified by independent  public  accountants for Lessee. If requested
by Lessor,  Lessee shall also provide quarterly financial  statements of Lessee,
similarly  prepared  for each of the first three  quarters of each fiscal  year,
certified  (subject to normal year-end audit adjustments) by the chief financial
officer of Lessee and furnished to Lessor  within sixty (60) days  following the
end of the quarter,  and such other  financial  information as may be reasonably
requested by Lessor.

         15. Delayed  Payment  Charge.  Lessee shall pay to Lessor interest upon
the amount of any Daily Rent, Monthly Rent or other sums not paid by Lessee when
due and owing under this Lease Agreement,  from the due date thereof until paid,
at the rate of one and one half  (1-1/2)  percent  per  month,  but if such rate
violates applicable law, then the maximum rate of interest allowed by such law.


<PAGE>


         16.      Default.

         16.1 The occurrence of any of the following  events shall constitute an
event of default ("Event of Default") under this Lease Agreement.

                  (a)  Lessee  fails to pay any Daily Rent or any  Monthly  Rent
         when due and such  failure to pay  continues  for ten (10)  consecutive
         days; or

                  (b) Lessee fails to pay any other sum required hereunder,  and
         such failure  continues for a period of ten (10) days following written
         notice from Lessor; or

                  (c) Lessee  fails to  maintain  the  insurance  as required by
         Section  11 above and such  failure  continues  for ten (10) days after
         written notice from Lessor; or

                  (d)  Lessee  violates  or fails to  perform  any  other  term,
         covenant or  condition of this Lease  Agreement or any other  document,
         agreement  or  instrument  executed  pursuant  hereto or in  connection
         herewith,  which  failure is not cured  within  thirty  (30) days after
         written notice from Lessor; or

                  (e)  Lessee  ceases  to exist or  terminates  its  independent
         operations by reason of any discontinuance,  dissolution,  liquidation,
         merger,  sale of substantially  all of its assets,  or otherwise ceases
         doing business as a going concern; or

                  (f) Lessee (i) applies for or consents to the  appointment of,
         or the  taking  of  possession  by,  a  receiver,  custodian,  trustee,
         liquidator  or similar  official for itself or for all or a substantial
         part of its  property,  (ii) is generally  not paying its debts as such
         debts become due,  (iii) makes a general  assignment for the benefit of
         its creditors,  (iv) commences a voluntary case under the United States
         Bankruptcy  Code, as now or hereafter in effect,  seeking  liquidation,
         reorganization or other relief with respect to itself or its debts, (v)
         files a petition  seeking to take  advantage of any other law providing
         for the relief of debtors,  (vi) takes any action under the laws of its
         jurisdiction of  incorporation  or  organization  similar to any of the
         foregoing,  or (vii)  takes any  corporate  action  for the  purpose of
         effecting any of the foregoing; or

                  (g) A proceeding or case is commenced, without the application
         or consent of Lessee, in any court of competent  jurisdiction,  seeking
         (i) the liquidation, reorganization,  dissolution, winding up of Lessee
         or  composition  or  readjustment  of the  debts  of  Lessee,  (ii) the
         appointment of a trustee,  receiver,  custodian,  liquidator or similar
         official for Lessee or for all or any  substantial  part of its assets,
         or (iii) similar  relief with respect to Lessee under any law providing
         for the  relief of  debtors;  or an order for  relief is  entered  with
         respect  to Lessee in an  involuntary  case  under  the  United  States
         Bankruptcy Code, as now or hereafter in effect,  or an action under the
         laws of the  jurisdiction of  incorporation  or organization of Lessee,
         similar  to any of the  foregoing,  is taken  with  respect  to  Lessee
         without its application or consent; or

                  (h) Lessee makes any  representation  or warranty herein or in
         any statement or certificate  at any time given in writing  pursuant to
         or  in  connection  with  this  Lease  Agreement,  which  is  false  or
         misleading in any material respect; or

                  (i) defaults under any promissory note, credit agreement, loan
         agreement,  conditional  sales contract,  guaranty,  lease,  indenture,
         bond,  debenture or other material obligation  whatsoever,  and a party
         thereto or a holder thereof is entitled to accelerate  the  obligations
         of  thereunder;  or defaults in meeting any of its trade,  tax or other
         current  obligations as they mature,  unless such obligations are being
         contested diligently and in good faith; or

                  (j) Any party to any guaranty, letter of credit, subordination
         or credit  agreement  or other  undertaking,  given for the  benefit of
         Lessor and obtained in connection with this Lease Agreement,  breaches,
         fails to  continue,  contests,  or purports to terminate or to disclaim
         such guaranty,  letter of credit,  subordination or credit agreement or
         other undertaking;  or such guaranty,  letter of credit,  subordination
         agreement or other undertaking becomes unenforceable; or a guarantor of
         this  Lease  Agreement  shall  die,  cease to exist  or  terminate  its
         independent operations.

         16.2 No waiver by Lessor of any Event of  Default  shall  constitute  a
waiver of any other  Event of  Default  or of the same  Event of  Default at any
other time.

         17.      Remedies.

         17.1 Upon the occurrence of an Event of Default and while such Event of
Default is continuing,  Lessor, at its sole option, upon its declaration, and to
the extent not inconsistent with applicable law, may exercise any one or more of
the following remedies:

                  (a) Lessor may terminate  this Lease  Agreement  whereupon all
         rights of Lessee to the quiet  enjoyment and use of the Equipment shall
         cease;

                  (b) Whether or not this Lease Agreement is terminated,  Lessor
         may cause Lessee, at the sole cost and expense of Lessee, to return any
         or all of the  Equipment  promptly to the  possession of Lessor in good
         repair and working order, reasonable wear and tear excepted. Lessor, at
         its sole option and through its employees,  agents or contractors,  may
         peaceably  enter upon the premises  where the  Equipment is located and
         take  immediate  possession  of and remove the  Equipment,  all without
         liability to Lessor,  its  employees,  agents or  contractors  for such
         entry. LESSEE HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
         ANY AND ALL RIGHTS TO NOTICE AND/OR  HEARING PRIOR TO THE  REPOSSESSION
         OR  REPLEVIN  OF THE  EQUIPMENT  BY LESSOR,  ITS  EMPLOYEES,  AGENTS OR
         CONTRACTORS;

                  (c) Lessor may proceed by court action to enforce  performance
         by Lessee of this Lease Agreement or pursue any other remedy Lessor may
         have hereunder,  at law, in equity or under any applicable statute, and
         recover such other actual damages as may be incurred by Lessor;

                  (d) Lessor may recover from Lessee  damages,  not as a penalty
         but as liquidation for all purposes and without limitation of any other
         amounts due from Lessee under this Lease Agreement,  in an amount equal
         to the sum of (i) any unpaid Daily Rents and/or  Monthly  Rents due and
         payable for  periods  prior to the  repossession  of the  Equipment  by
         Lessor plus any interest due thereon pursuant to Section 15 above, (ii)
         the present value of all future  Monthly Rents required to be paid over
         the remaining  Initial Term or any Extended Term after  repossession of
         the Equipment by Lessor,  determined by discounting such future Monthly
         Rents to the date of  payment  by Lessee at a rate of five (5)  percent
         per annum, and (iii) all costs and expenses  incurred in searching for,
         taking,  removing,  storing,  repairing,  restoring,  refurbishing  and
         leasing or selling such Equipment; or

                  (e) Lessor may sell, lease or otherwise  dispose of any or all
         of the Equipment, whether or not in the possession of Lessor, at public
         or private sale and with or without  notice to Lessee,  which notice is
         hereby expressly  waived by Lessee,  to the extent permitted by and not
         inconsistent  with  applicable law. Lessor shall then apply against the
         obligations of Lessee hereunder the net proceeds of such sale, lease or
         other disposition,  after deducting  therefrom (i) the present value of
         the residual  value of the  Equipment at the  expiration of the Initial
         Term,  which is  anticipated  by Lessor  and Lessee to be not less than
         twenty (20) percent of the  Acquisition  Cost, such present value to be
         determined by discounting the residual value to the date of sale, lease
         or other  disposition at a rate of five (5) percent per annum, and (ii)
         all costs  incurred by Lessor in  connection  with such sale,  lease or
         other   disposition   including,   but  not   limited   to,   costs  of
         transportation,  repossession,  storage,  refurbishing,  advertising or
         other fees.  Lessee shall  remain  liable for any  deficiency,  and any
         excess of such proceeds over the total obligations owed by Lessee shall
         be  retained  by Lessor.  If any  notice of such  sale,  lease or other
         disposition  of the Equipment is required by  applicable  law, ten (10)
         days written notice to Lessee shall be deemed reasonable.

         17.2 No  failure  on the part of  Lessor to  exercise,  and no delay in
exercising,  any right or remedy hereunder shall operate as a waiver thereof. No
single or partial  exercise of any right or remedy  hereunder shall preclude any
other or further  exercise thereof or the exercise of any other right or remedy.
Each right and remedy provided  hereunder is cumulative and not exclusive of any
other  right or  remedy  including,  without  limitation,  any  right or  remedy
available to Lessor at law, by statute or in equity.

         17.3 Lessee shall pay all costs and expenses including, but not limited
to,  reasonable  legal fees  incurred by Lessor  arising out of or in connection
with any Event of Default or this Lease  Agreement.  Lessee shall also be liable
for any  amounts  due and payable to Lessor  under any other  provision  of this
Lease  Agreement  including,  but not limited to,  amounts due and payable under
Section 18 below.

         18.      Tax Indemnification.

         18.1 Lessee  represents  and  warrants  that the  Equipment is and will
remain, during the entire Initial Term and any Extended Term, property used in a
trade or business or for the  production of income within the meaning of Section
167 of the Internal  Revenue Code of 1986, as amended  ("Code").  Lessee further
acknowledges  and agrees that,  pursuant to the Code,  Lessor or its  affiliated
group,  as defined in Section 1504 of the Code  ("Affiliated  Group"),  shall be
entitled to deductions for the recovery of the Acquisition Cost of the Equipment
over the  recovery  period as set forth in the  applicable  Equipment  Schedule,
using the Accelerated Cost Recovery System as provided by Section 168 (b) (1) of
the Code ("ACRS Deductions").

         18.2 If as a result of any reason or circumstance whatsoever, except as
specifically  set forth in Section 18.3 below,  Lessor or its  Affiliated  Group
shall not be entitled  to, shall not be allowed,  shall  suffer  recapture of or
shall lose any ACRS Deductions,  then Lessee shall pay to Lessor, upon demand, a
sum to be computed by Lessor in the following manner.  Such sum, after deduction
of all federal,  state and local  income taxes  payable by Lessor as a result of
the receipt of such sum, shall be sufficient to restore Lessor or its Affiliated
Group to  substantially  the same position,  on an after-tax  basis, as it would
have  been  in but  for  the  loss  of  such  ACRS  Deductions.  In  making  its
computation,  Lessor or its  Affiliated  Group shall  Considers but shall not be
limited to, the following factors: (i) the amounts and timing of any net loss of
tax benefits resulting from any such lack of, entitlement to or loss, recapture,
or disallowance  of ACRS Deductions but offset by any tax benefits  derived from
any depreciation or other capital recovery  deductions or exclusions from income
allowed to Lessor or its  Affiliated  Group with respect to the same  Equipment;
(ii)  penalties,  interest or other charges  imposed;  (iii)  differences in tax
years  involved;  and  (iv)  the  time  value  of  money  at a  reasonable  rate
determined,  in good faith,  by Lessor.  For purposes of  computation  only, the
amount  of  indemnification  payments  hereunder  shall  be  calculated  on  the
assumption  that Lessor and its  Affiliated  Group have or will have, in all tax
years involved,  sufficient  taxable income and the tax liability to realize all
tax  benefits  and incur all  losses of tax  benefits  at the  highest  marginal
Federal  corporate  income tax rate in each year.  Upon  request,  Lessor  shall
provide Lessee with the methods of computation  used in determining any sum that
may be due and payable by Lessee under this Section 18.

         18.3 Lessee shall not be obligated to pay any sums required  under this
Section  18 in the event  that lack of  entitlement  to, or loss,  recapture  or
disallowance  of any ACRS  Deductions  results from one or more of the following
events:  (i) a  disqualifying  disposition  due to the sale of the  Equipment by
Lessor when no Event of Default,  as defined in Section 16 above,  has occurred,
(ii) a  failure  of  Lessor or its  Affiliated  Group to  timely  claim any ACRS
Deductions  for the  Equipment  in its tax  return,  and/or  (iii) the fact that
Lessor or its  Affiliated  Group does not have,  in any  taxable  year or years,
sufficient  taxable  income or tax  liability to realize the benefit of any ACRS
Deductions that are otherwise allowable to Lessor or its Affiliated Group.

         18.4 The  representations,  obligations and indemnities of Lessee under
this  Section 18 shall  continue in full force and effect,  notwithstanding  the
expiration or other termination of this Lease Agreement.

         19.      Assignment; Sublease.

         19.1 Lessor may sell,  assign or otherwise  transfer all or any part of
its  right,  title  and  interest  in and to the  Equipment  and/or  this  Lease
Agreement to a third-party assignee, subject to the terms and conditions of this
Lease Agreement including,  but not limited to, the right to the quiet enjoyment
of the  Equipment  by Lessee as set forth in Section  7.1 above.  Such  assignee
shall  assume  all of the  rights  and  obligations  of Lessor  under this Lease
Agreement and shall relieve  Lessor  therefrom.  Thereafter,  all  references to
Lessor  herein  shall  mean  such  assignee.   Notwithstanding  any  such  sale,
assignment or transfer,  the  obligations  hereunder  shall remain  absolute and
unconditional as set forth in Section 7.2 above.

         19.2 Lessor may also pledge,  mortgage or grant a security  interest in
the Equipment and assign this Lease Agreement as collateral.  Each such pledgee,
mortgagee,  lienholder  or  assignee  shall  have any and all  rights  as may be
assigned by Lessor but none of the obligations of Lessor hereunder.  Any pledge,
mortgage or grant of security  interest in the  Equipment or  assignment of this
Lease Agreement shall be subject to the terms and conditions  hereof  including,
but not limited to, the right to the quiet  enjoyment of the Equipment by Lessee
as set forth in Section 7.1 above.  Lessor, by reason of such pledge,  mortgage,
grant of security  interest or collateral  assignment,  shall not be relieved of
any of its obligations  hereunder which shall remain absolute and  unconditional
as set forth in Section 7.2 above.  Upon the written  request of Lessor,  Lessee
shall  acknowledge  such  obligations  the  pledgee,  mortgagee,  lienholder  or
assignee.

         19.3  LESSEE  SHALL NOT SELL,  TRANSFER,  ASSIGN,  SUBLEASE,  CONVEY OR
PLEDGE ANY OF ITS  INTEREST  IN THIS LEASE  AGREEMENT  OR ANY OF THE  EQUIPMENT,
WITHOUT  THE  PRIOR  WRITTEN  CONSENT  OF  LESSOR.  Any  such  sale,   transfer,
assignment,  sublease,  conveyance  or pledge,  whether by  operation  of law or
otherwise, without the prior written consent of Lessor, shall be void.

         20. Optional  Performance By Lessor. If an Event of Default, as defined
in Section 16 above, occurs and is continuing, Lessor in its sole discretion may
pay or perform such  obligation in whole or in part,  without  thereby  becoming
obligated  to pay or to  perform  the same on any other  occasion  or to pay any
other  obligation of Lessee.  Any payment or  performance by Lessor shall not be
deemed to cure any Event of Default hereunder.  Upon such payment or performance
by Lessor, Lessee shall pay forthwith to Lessor the amount of such payment or an
amount  equal to all  costs and  expenses  of such  performance,  as well as any
delayed payment charges on such amounts as set forth in Section 15 above.

         21.  Compliance  and  Approvals.  Lessee  warrants and agrees that this
Lease  Agreement  and  the  performance  by  Lessee  of all  of its  obligations
hereunder  have  been duly  authorized,  do not and will not  conflict  with any
provision  of the  charter or bylaws of Lessee or of any  agreement,  indenture,
lease or other  instrument  to which Lessee is a party or by which Lessee or any
of its property is or may be bound.  Lessee  warrants and agrees that this Lease
Agreement  does  not  and  will  not  require  any  governmental  authorization,
approval, license or consent except those which have been duly obtained and will
remain in effect during the entire Initial Term and any Extended Term.

         22.       Miscellaneous.

         22.1 The  section  headings  are  inserted  herein for  convenience  of
reference and are not part of and shall not affect the meaning or interpretation
of this Lease Agreement.

         22.2 Any provision of this Lease  Agreement which is  unenforceable  in
whole  or in  part  in any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective only to the extent of such unenforceability without invalidating any
remaining part or other provision hereof and shall not be affected in any manner
by reason of such  enforceability  in any other  jurisdiction.  The validity and
interpretation  of this Lease  Agreement and the rights and  obligations  of the
parties hereto shall be governed in all respects by the laws of The Commonwealth
of  Massachusetts  without  giving  effect to the  conflicts of laws  provisions
thereof.

         22.3 This  Lease  Agreement,  including  all  Equipment  Schedules  and
Certificates of Acceptance,  constitutes the entire agreement between Lessor and
Lessee.  Lessor and Lessee agree that this Lease Agreement shall not be amended,
altered or changed except by a written  agreement  signed by the parties hereto.
LESSEE ACKNOWLEDGES THAT THERE HAVE BEEN NO REPRESENTATIONS, EXPRESS OR IMPLIED,
BY LESSOR OTHER THAN AS SET FORTH HEREIN AND LESSEE  EXPRESSLY  CONFIRMS THAT IT
HAS NOT  RELIED  UPON ANY  REPRESENTATIONS  BY  LESSOR,  EXCEPT  THOSE SET FORTH
HEREIN, AS A BASIS FOR ENTERING INTO THIS LEASE AGREEMENT.

         22.4 Any  notice  required  to be given by Lessee  or Lessor  hereunder
shall be deemed adequately given if sent by registered or certified mail, return
receipt  requested,  to the other  party at their  respective  addresses  stated
herein or at such other place as either  party may  designate  in writing to the
other.

         22.5 Lessee agrees to execute and deliver such additional documents and
to perform such further acts as may be  reasonably  requested by Lessor in order
to carry out and  effectuate  the  purposes  of this Lease  Agreement.  Upon the
written  request of Lessor,  Lessee  further  agrees to execute  any  instrument
necessary  for filing or  recording  this  Lease  Agreement  or to  confirm  the
ownership of the Equipment by Lessor.  Lessor is hereby  authorized to insert in
any Equipment Schedule the serial numbers of the Equipment and other identifying
marks or  similar  information  and to sign,  on behalf of Lessee,  any  Uniform
Commercial Code financing statements.

         22.6 This Lease Agreement  cannot be cancelled or terminated  except as
expressly provided herein.

         22.7  Whenever  the  context  of this  Lease  Agreement  requires,  the
singular includes the plural and the plural includes the singular.  Whenever the
word Lessor is used herein, it includes all assignees and successors in interest
of  Lessor.  If more than one  Lessee  are named in this  Lease  Agreement,  the
liability of each shall be joint and several.

         22.8 All  agreements,  indemnities,  representations  and warranties of
Lessee  made  herein and all rights and  remedies  of Lessor  shall  survive the
expiration  or  other  termination  of  this  Lease  Agreement,  whether  or not
expressly provided herein.

         22.9 Any  waiver of any power,  right,  remedy or  privilege  of Lessor
hereunder shall not be effective unless in writing signed by Lessor.

         22.10 This Lease Agreement may be executed in one or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

         IN WITNESS  WHEREOF,  Lessor and  Lessee,  each by its duly  authorized
officer or agent,  have duly executed and delivered this Lease Agreement,  which
is intended to take effect as a sealed instrument,  as of the day and year first
written above.

Accepted at Boston, Massachusetts
BANCBOSTON LEASING INC.                     ASC Leasing, Inc.

By: /s/ illegible                           By:/s/ Christopher E. Howard
----------------------------------          -----------------------------
Title:                                      Title: Senior Vice President