EXHIBIT 10.23

COPELCO   Master Lease No 0670800
CAPITAL
- -
                             MASTER LEASE: AGREEMENT
                          LESSOR: COPELCO CAPITAL, INC.

                        LESSEE: POWER SENSORS Corporation

                          TERMS AND CONDITIONS OF LEASE

LEASE OF EQUIPMENT. See Amendment Attached Hereto And Forming A Part Hereof.

Lessor  hereby  leases to  Lessee,  and Lessee  hereby  leases  from  Lessor the
equipment   described  in  one  or  more  equipment  schedules  (the  "Equipment
Schedule")  substantially  in the form of  Exhibit A attached  hereto,  that may
hereafter  be executed  by Lessor and Less" (the  equipment,  together  with all
replacement parts,  repairs,  additions,  substitutions and accessories shall be
referred to as the  "Equipment"  on the tams and  conditions  contained  in this
Lease ("Lease") and in any Equipment Schedule. This Lease and each of the terms,
covenants,  conditions,  provisions  and  agreements  herein  contained  will be
incorporated into each Equipment  Schedule in full to the same extent as if each
of the terms, covenants, conditions, provisions and agreements had been repeated
and set forth in full therein, and this Master Lease Agreement shall control and
be effective as to all such Schedules except to the extent that the Master Lease
Agreement may be  inconsistent  with the tams and  provisions of such  Equipment
Schedule,  which ever the terms and provisions of such Equipment  Schedule shall
prevail.  Each  equipment  Schedule  shall  constitute  a  separate  lease and a
distinct and independent obligation of the Lessee. The parties intend this Lease
to be a "Finance Lease" under Article 2A of the Uniform Commercial Code.

II ORDER AND DELIVERY OF EQUIPMENT; LESSOR'S RIGHT TO TERMINATE.

Lessee hereby  requests  Lessor to order the Equipment  from the Vendor named on
the Equipment Schedule and to arrange for delivery of the Equipment to Lessee at
Lessee's expense,  and to lease the Equipment to Lessee. If the Equipment is not
delivered  to and  accepted  by Lessee in form  satisfactory  to Lessor,  within
ninety (90) days from the date Lessor orders the Equipment,  Lessor may laminate
the applicable Equipment Schedule and its obligations thereunder.  Lessee waives
any  requirement of Lessor to furnish  Lessee a copy of Lessor's  purchase order
for the Equipment.

III.  ACCEPTANCE.

Lessee shall, as Lessor's agent,  immediately  inspect the Equipment after it is
delivered  and  installed.  Lessee  agrees  that on the  date the  Equipment  is
available for first use (the "Acceptance Date"), it shall execute and deliver to
Lessor a  Delivery  and  Acceptance  Certificate  substantially  in the force of
Exhibit B attached.  Notwithstanding  the foregoing,  unless Lessee shall notify
Lessor in writing  otherwise  within  five (5) days after the  Acceptance  Date,
Lessee shall be deemed to have  irrevocably  accepted the Equipment.  This Lease
and all Equipment Schedules are noncancelable and Lessee agrees to pay the total
rent for the term, which shall be the total amount of all rental payments stated
in any Equipment Schedule (the "Rent". or "Rental Payment"), plus any other sums
provided for herein.

IV. TERM AND RENT.

(A) The initial term  ("Initial  Term") of any Equipment  Schedule to which this
Lease  relates  shall  commence  on the  Acceptance  Date  and  shall be of such
duration as is prescribed in such  Equipment  Schedule plus the Interim Term (as
hereinafter  defined).  Advance Rent and any Security Deposit as provided in any
Equipment  Schedule  shall be  payable  upon  the  execution  of the  applicable
Equipment  Schedule  and shall not be  refundable  if the  Initial  Term for any
reason does not commence or if this Lease or the applicable  Equipment  Schedule
is duly terminated by Lessor.  Rental Payments shall commence (the "Commencement
Date") on the first day of the month  following the  Acceptance  Date unless the
Acceptance  Date is the  first day of the  applicable  paid,  in which  case the
Commencement Date shall be the first day of the applicable period.  Interim Rent
shall be payable upon demand for the period between the Acceptance  Date and the
first day of the month following the Acceptance Date ("Interim Term") at a daily
rate equal to the periodic rental provided in any Equipment  Schedule divided by
the  number  of days in the  period.  Subsequent  rental  payments  shall be due
periodically  in advance on the first day of each successive  period  thereafter
until all Rent and other sums  chargeable  to Lessee  hereunder are paid in full
Lessee's  obligation  to  pay  Rent  and  Lessee's  other  monetary  obligations
hereunder are absolute and  unconditional  and are not subject to any abatement,
set-off, defense or counterclaim for any reason whatsoever. Any Security Deposit
shall secure all  obligations of Lessee  hereunder and may be applied at Lessors
discretion  to any past due  obligation  of Lessee and to the extent not applied
shall  be  returned  to  Lessor,  without  interest,  at the  expiration  of the
applicable  Equipment Schedule.  All payments of Rent Schedule be made to Lessor
at the address Lessor - shall designate in writing. ~ - ~

(B)Whenever  any payment is not made by Lessee  within five (5) days of when due
hereunder,  Lessee agrees to pay to Lessor, as additional rent,  interest on all
monies due Lessor from and after the date same is due at the rate of one and one
quarter (1-1/4%) percent per month until paid but as to each of the foregoing in
no event more than the maximum rate permitted by law.

(C) As used herein,  "Actual  Cost" means the cost to Lessor of  purchasing  and
delivering the Equipment to Lessee,  including taxes,  transportation  and other
charges. The amount of each Actual Payment and the Security Deposit set forth in
the  Equipment  Schedule  are  based on the  total  cost set  forth in  Lessor's
purchase order for the Equipment  (-Estimated Cost ), which is an estimate,  and
shall be adjusted proportionately if the actual cost of the Equipment is greater
than said estimate.  Lessee hereby  authorizes  Lessor to adjust the amounts set
forth in the Equipment Payment Schedule which Actual Cost is known and to add to
the amount of each  Rental  Payment  any sales,  use or leasing  tax that may be
imposed on or measured by the ~ Rental  Payments.  Lessor will inform  Lessee of
the  adjustments  necessary to reflect  Actual  Cost.  If the Actual Cost of the
Equipment on July shipment  Schedule exceeds the Estimated Cost by more than ten
(10%) percent thereof  (exclusive of taxes),  Lessor shall, if it desires to add
to the  Estimated  Cost an amount in excess of 10% of Estimated  Cost, so notify
Lessee in writing. In such instance, within fifteen (15) days thereafter, Lessee
at its option may terminate the relevant  Equipment Schedule by giving notice to
Lessor of its  intention to do so,  effective  the day of such  notice,  subject
however to the provisions of Section IV(A) hereof

V. NO  WARRANTIES  BY LESSOR,  DISCLAIMER  OF IMPLIED  WARRANTIES  AND WAIVER OF
   DEFENSES.

LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF OR A DEALER IN THE EQUIPMENT,  AND
MAKES NO WARRANTY Y. EXPRESSED OR IMPLIED,  TO ANYONE,  ELSE TO THE SUITABILITY,
DURABILITY,  DESIGN, CONDITION, CAPACITY. PERFORMANCE OR ANY OTHER ASPECT OF THE
EQUIPMENT   OR  ITS   MATERIAL  OR   WORKMANSHIP   INCLUDING   THE  WARRANTY  OF
MERCHANTABILITY  AND FITNESS FOR USE OR PURPOSE.  AS TO LESSOR AND ITS  ASSIGNS,
LESSEE LEASES THE EQUIPMENT "AS IS " LESSEE  REPRESENTS THAT IT HAS SELECTED THE
EQUIPMENT AND THE SUPPLIER AND ACKNOWLEDGES  THAT LESSOR HAS NOT RECOMMENDED THE
SUPPLIER LESSOR LEAVE NO OBLIGATION TO INSTALL,  MAINTAIN,  ERECT, TEST, ADJUST,
OR SERVICE THE EQUIPMENT,  ALL OF WHICH LESSEE SHALL PERFORM, OR CA-USE THE SAME
TO BE PERFORMED BY QUALIFIED THIRD PARTIES LESSOR AND) LESSOR'S  ASSIGNEE S~ NOT
BE LIABLE TO LESSEE OR OTHERS  FOR ANY  LOSS,-DAMAGE  OR  EXPENSE OF ANY KIND OR
FAILURE CAUSED DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT  HOWEVER ARISING,  OR THE
USE OR MAINTENANCE  THEREOF OR THE FAILURE OF OPERATION THEREOF, OR THE REPAIRS,
SERVICE OR ADJUSTMENT THERETO. NO REPRESENTATION OR WARRANTY AS TO 10: EQUIPMENT
OR ANY OTHER  MATTER BY THE  SUPPLIER  OR OTHERS  SHALL BE BINDING ON LESSOR NOR
SHALL THE  BREACH  OF SUCH  RELIEVE  LESSEE  OF,  OR IN ANY WAY  AFFECT,  ANY OF
LESSEE'S  OBLIGATIONS TO LESSOR HEREIN. IF THE EQUIPMENT 1S  UNSATISFACTORY  FOR
ANY REASON,  LESSEE SHALL MAKE CLAIM ON ACCOUNT THEREOF SOLELY AGAINST SUPPLIER,
AND ANY OF SUPPLIER'S VENDORS, AND SHALL NEVERTHELESS PAY LESSOR ALL RENT AND/OR
SUMS PAYABLE UNDER THIS LEASE.  LESSOR HEREBY ASSIGNS TO LESSEE,  SOLELY FOR THE
PURPOSE OF PROSECUTING  SUCH A CLAIM ALL (IF ANY) OF THE RIGHTS WHICH LESSOR MAY
RAVE  AGAINST  SUPPLIER AND  SUPPLIER'S  VENDORS FOR BREACH OF WARRANTY OR OTHER
REPRESENTATIONS  RESPECTING THE EQUIPMENT.  REGARDLESS OF CAUSE, LESSEE WILL NOT
ASSERT ANY CLAIM 'WHATSOEVER AGAINST LESSOR FOR LOSS OF ANTICIPATORY  PROFITS OR
ANY OTHER  INDIRECT,  SPECIAL  OR  NONSEQUENTIAL  DAMAGES,  NOR SHALL  LESSOR BE
RESPONSIBLE FOR ANY DAMAGES OR COSTS WHICH MAY BE

ASSESSED  AGAINST  LESSEE IN ANY ACTION FOR  INFRINGEMENT  OF ANY UNITEAD STATES
LETTERS PATENT. LESSOR MAKES NO WARRANTY AS TO 1~115 TREATMENT OF THIS LEASE FOR
TAX OR ACCOUNTING PURPOSES.

NOTWITHSTANDING  ANY FILES  WHICH MAY BE PAID BY LESSOR TO SUPPLIER OR ANY AGENT
OF  SUPPLIER[ER,  LESSEE  UNDERSTANDS  AND AGREES THAT NEITHER  SUPPLIER NOR ANY
AGENT OF SUPPLIER 1S AN AGENT OF LESSOR OR IS  AUTHORIZED  TO WAIVE OR ALTER ANY
TERM OR CONDITION OF THIS LEASE.

VI. TITLE; PERSONAL PROPERTY.

The  Equipment  is, and shall at all times be owned by Lessor  and Lessee  shall
 have no interest in the  Equipment  except that of a lessee.  I he Lessee shall
 have no right to purchase or otherwise  acquire title to or ownership of any of
 the  Equipment.  If Lessor  supplies  Lessee with labels that the  Equipment is
 owned by  Lessor,  Le ssee  shall  affix  such  labels  to and  keep  them in a
 prominent place on the Equipment Lessee hereby  authorizes  Lessor to insert in
 any  Equipment  Schedule the serial  numbers and other  identification  date of
 Equipment  when  determined  by  Lessor.  To  protect  Lessor's  rights  in the
 Equipment  in the event this Lease is  determined  to be a security  agreement,
 Lessee hereby grants to Lessor a security  interest in the  Equipment,  and all
 proceeds.  products,  rents or profits  from the sale,  casualty  loss or other
 disposition  thereof.  Lessee hereby authorizes Lessor, at Lessee's expense, to
 cause this Lease, or any statement or other  instruments  respect of this Lease
 showing the interest of Lessor in the Equipment,  including Uniform  Commercial
 Code  financing   statements,   to  be  filed  or  recorded  and  re-filed  and
 re-recorded.  and grants  Lessor the right to execute  Lessee's  name  thereto.
 Lessee  agrees  to  execute,  deliver  and file  any  statement  or  instrument
 requested by Lessor for such purpose,  and if  certificates of title are issued
 or  outstanding  with  respect to any of the  Equipment,  Lessee will cause the
 interest of Lessor to be properly noted thereon, and agrees to pay or reimburse
 Lessor for any reasonable searches,  filings,  recordings,  stamp fees or taxes
 related to the filing or recording of any such  instrument or  statement,  plus
 Lessor's  handling  charges.  Lessee shall, at its expense,  protect and defend
 Lessor s against all persons  claiming  against or through  Lessee and shall at
 all  times  keep the  Equipment  free  from any legal  process  or  encumbrance
 whatsoever  including  without  limitation  liens,   attachments,   levies  and
 executions,  and shall give Lessor  immediate  written notice thereof and shall
 indemnify  Lessor from any loss caused  thereby.  Lessee  shall,  upon Lessor's
 request,  execute  or obtain  from third  parties  and  deliver to Lessor  such
 estoppel  certificates,  landlord's  waivers and such further  instruments  and
 assurances  as Lessor  deems  necessary or advisable  for the  confirmation  of
 perfection  of Lessor's  rights  hereunder.  The Equipment is, and shall at all
 times be and remain,  personal property  notwithstanding  that the Equipment or
 any part  thereof may now be or  hereunder  become,  m any  manner,  affixed or
 attached to real property or any improvements hereon

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VII. MAINTENANCE, USE AND LOCATION.

Lessee  shall,  at its own cost and  expense,  maintain  the  Equipment  in good
operating  condition  and repair and protect the  Equipment  from  deterioration
other than normal wear and tear,  shall use the Equipment in the regular  course
of its business,  within its normal;  operating  capacity.  without abuse, shall
comply  with all laws,  ordinances,  regulations,  requirements  and rules  with
respect to the use, maintenance and operation of the Equipment;  shall not match
any  modification,  alteration  or addition to the  Equipment  without the prior
written consent of Lessor. which shall not be unreasonably withheld,  except for
engineering changes  recommended by and made by the manufacturer,  shall install
on the Equipment all  engineering  changes offered by the  manufacturer  without
charge  which  chance  the  safety  of the  Equipment,  shall  not so affix  the
Equipment to realty as to change its nature to real  property or a fixture;  and
shall keep the Equipment at the location shown herein,  and shall not remove the
Equipment  without prior written consent of Lessor.  Lessee will grant access to
the Equipment to Lessor and Lessor's  designee  during normal  working hours for
inspection,  repair,  preventative  maintenance,   installation  of  engineering
changes and for any other  reasonable  purpose Lessee shall,  during the term of
this Lease, at its own expense, enter into and maintain in force a contract with
the   manufacturer  or  other  acceptable   maintenance   company  covering  the
maintenance  of the Equipment and furnish a copy thereof to Lessor upon request.
If Lessor  incurs any cost or expenses to bring the Equipment up to good working
order and appearance,  Lessee shall  immediately  reimburse  Lessor for all such
costs or expenses

VIII. RETURN OF EQUIPMENT; END OF LEASE OPTION.

After the end of the [initial Term and after each renewal term thereafter,  this
Lease shall be  automatically  renewed and shall continue until such time as the
Lessee shall give the Lessor  written notice of  termination,  not less than one
hundred  twenty (120) days and not more than one hundred eighty (180) days prior
to the end of the then current term.  Unless  Lessee  purchases the Equipment or
the term of an  Equipment  Schedule  is  renewed,  within  ten (10)  days of the
expiration or earlier termination of the then current teen, the Lessee shall, at
its  expense,  install,  inspect,  test and pack the  Equipment  and  return the
Equipment (including all cable, wiring, connectors,  accessories and attachments
thereto),  freight and  insurance  prepaid,  to such  location as  designated by
Lessor in writing,  in good repair,  condition and working order,  ordinary wear
and tear resulting from proper use thereof only excepted. Further, the Equipment
shall  conform  to any  additional  specifications  set forth in the  applicable
Equipment   Schedule.   Lessee  shall  have  the  Equipment   certified  by  the
manufacturer as acceptable for the manufacture's  standard  maintenance contract
and such certification  shall be presented to Lessor at least fourteen (14) days
prior to  redelivery  to  Lessor.  If Lessee  fails to return the  Equipment  as
provided  herein,  Lessee  shall pay Lessor a sum equal to six (6) months act as
liquidated damages to compensate Lessor for the economic loss suffered by Lessor
as a result of its inability to realize the residual value of the Equipment when
anticipated.  In addition,  for the use of the  Equipment,  Lessee agrees to pay
Lessor  periodic  Rent  equal  to  110% of the  average  annual  Rental  Payment
(adjusted,  if necessary,  to the period  indicated on the applicable  Equipment
Schedule) provided herein Nothing contained herein is intended to relieve Lessee
of its  obligations  to return the  Equipment  to Lessor as  provided  herein or
restrict  Lessor's right to recover the Equipment in the event of the failure of
Lessee to so return  the  Equipment  at the  expiration  or  termination  of the
applicable Equipment Schedule.

IX. RISK OF LOSS.

Lessee shall bear all risks of loss or damage to the Equipment ("Loss.) from any
cause whatsoever, from the date of the shipment of the Equipment to Lessee until
its return to Less". Lessee shall promptly notify Lessor of any Lass and no Loss
shall relieve  Lessee of the  obligation to pay Rent or of any other  obligation
under this Leas and any Equipment  Schedule.  In the event of a Loss, Lessee, at
the option of Lessor, shall either (a) repair the Equipment so as to place it in
as good  condition  as  prior  to the  Loss,  (b)  replace  the  Equipment  with
substantially  identical  Equipment  in good  condition  and working  order with
documentation  creating clear title thereto in Lessor, or (c) pay to Lessor upon
demand the sum of the following  amounts:  (i) the aggregate Rent and other sums
then due and owing  under the  Equipment  Schedule  to which  the  Equipment  is
subject plus (ii) the applicable stipulated loss value attached to the Equipment
Schedule and made part thereof (the "Stipulated Loss Values")  opposite the Rent
payment number  preceding the date of the Loss, or, if no Stipulated Loss Values
are attached to the  Equipment  Schedule,  then the present  value of all unpaid
Rent and other' sums due during the  unexpired  term of the  Equipment  Schedule
discounted  at four (4%)  percent per annum  simple  interest or the lowest rate
premitted by law plus Lessor  anticipated  value of the  Equipment at the end of
the  Initial  Term  or  applicable   renewal  term.  Upon  Lessor's  receipt  of
replacement Equipment or payment as provided in (b) or (c) hereof, Lessee and/or
Lessor's insurer shall be entitled to Lessor's interest in said item for salvage
purposes,  in its then  condition and  location,  without  warranty,  express or
implied.

X. INSURANCE

Lessee shall keep the Equipment insured against all risks of loss or damage from
every cause whatsoever for not less than the full  replacement  value thereof or
the amount stated in Section IX(c) herein, whichever is greater, and shall carry
public  liability and property damage  insurance  covering the Equipment and its
use in amounts customary for such Equipment. All such insurance shall be in form
and  amount and with  companies  acceptable  to Lessor  and name  Lessor and its
assignee as loss payee, as their interests may appear,  with respect to property
damage  coverage and as  additional  insured,  with respect to public  liability
coverage.  Lessee shall pay the premiums therefor and deliver said policies,  or
duplicates  thereof or  certificates of coverage  therefor to Lessor,  with long
form  Lender's  Loss  Payable  endorsement  upon the  policy or  policies  or by
independent  instrument.  that  provides  Lessor a right to  thirty  (30)  days'
written  notice  before the policy  can be  altered  or  canceled  are the right
without  obligation  to payment of premium.  Should  Lessee fail to provide such
insurance  coverage,  Lessor may obtain such coverage for its benefit or for the
benefit of Lessee and charge Lessee  therefor.  Lessee hereby appoints Lessor as
Lessee's attorney-in-fact to make claim for, receive payment of, and execute and
endorse  all  documents,  checks,  or drafts  for loss or damage  under any said
insurance  policies and to apply the proceeds in  furtherance of the exercise of
Lessors options as provided herein.

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XI. TAXES AND CHARGES.

     This Lease is  intended to be and lease,  and all  payments  hereunder  are
     intended to be and to Lessor to the extent permitted by applicable law. see
     s)full pay  directly  (or, at Lessor's  option,  reimburse  Lessor for) all
     license fees, assessments and other government charges, and all sales, use,
     exercise,  franchise,  personal property and any other similar tax or taxes
     (herein collectively called "Charges") now or hereafter imposed,  levied or
     assessed by any state,  federal or local  government  or agency upon any of
     the Equipment or upon the leasing,  purchase,  ownership,  use, possession,
     financing  or  operation  thereof or upon the  receipt  of rental  payments
     therefor,  even if Lessee's  status  provides  for its  exemption  from the
     Charges (excluding income taxes on Rental Payments,  except any such tax on
     Rental  Payments which is a substitution  for, or relieves  Lessee from the
     payment of taxes  which  Lessee  would  otherwise  be  obligated  to pay or
     reimburse  Lessor as  herein  provided)  before  the same  shall  become in
     default or subject to the payment of any penalty or interest.  Lessee shall
     supply Lessor with receipts or other  evidence of payment of all Charges as
     may reasonably be requested by Lessor. Lessee shall further comply with all
     state and local  laws  requiring  the  filing  of ad  valorem  or other tax
     returns  relating to any  Charges.  Lessee  shall  notify the Lessor of the
     imposition of, or, to Lessee's  knowledge,  the proposed imposition of, any
     Charges by supplying to Lessor (within five (5) days after receipt  thereof
     by  Lessee)  a copy of the  invoice  or  other  documents  respective  such
     Charges.  Unless otherwise directed by Lessor in writing,  Lessor shall pay
     all personal  property  taxes with respect to the  Equipment  and fee shall
     reimburse Lessor therefor upon demand

XII.  LEASE Irrevocability AND OTHER COVENANT S AND REPRESENTATIONS OF LESSEE.

     Lessee agrees that this Lease and each Equipment  Schedule are  irrevocable
     for the full term thereof and thereof and Lessee's  obligations  under this
     Lease and each Equipment  Schedule are absolute and shall continue  through
     abatement and  regardless of any  disability of Lessee to use the Equipment
     or any part  thereof  because of any reason  including,  but not limited to
     war,  act  of  God,   governmental   regulations,   stress,  loss,  damage,
     destruction,  obsolescence, failure of or delay in delivery, failure of the
     Equipment  to operate  properly,  termination  by  operation of law, or any
     other cause. Lessee represents that: it is duly organized, validly existing
     and in good  standing  under  the laws of the  jurisdiction  in  which  the
     activities of Lessee  require such  qualification;  this Lease has been and
     each Equipment  Schedule will be duly authorized by all necessary action on
     its part, is a valid, binding and legally enforceable  obligation of Lessee
     in accordance with its terms and is not in any respect inconsistent with or
     in  violation  of Lessee's  Certificate  or Articles  of  Incorporation  or
     by-laws or any law, regulation, order or agreement binding upon Lessee; the
     Equipment  shall be used by Lessee solely for business  purposes;  and that
     all  financials and other  information  submitted to Lessor was and will be
     true and correct.

XIII FINANCIAL STATEMENTS.

Lessee  agrees  to  deliver  to  Lessor  annual  financial  statements  and such
quarterly financial statements, as Lessor requests.

XIV. DEFAULT AND REMEDIES

(A) The occurrence of any one or more of the following  shall be deemed to be an
"Event  of  Default.:  (a)  Lessee  fails  to pay any Rent or any  other  amount
hereunder  when due,  or (b)  Lessee  is in  default  under any other  agreement
between Lessee and Lessor or upon an event of default under any other  agreement
catered into by guarantors, the vendor of the Equipment. principals of Lessee or
others,  which  agreement(s) was or were executed to induce Lessor to enter into
this Lease or the applicable Equipment Schedule;  or (c) Lessee fails to perform
or observe any of the terms,  covenants or  conditions  contained in this Lease,
any  Equipment  Schedule or other lease or other  agreement  between  Lessor and
Lessee,  other than as provided above,  and Lessee fails to cure any such breach
within ten ( 10) days after notice thereof or (d) any  representation  of Lessee
contained in this L~ or any other agreement between Lessor and Lessee, or in any
credit  or other  information  submitted  to  Lessor  in  connection  with  this
transaction is untrue or incorrect; or (c) Lessee fails substantially all of its
assets out of the ordinary course of business,  merges or consolidates  with any
other  person  or  sustains  a change in the  ownership  of more than 20% of its
equity,  or (f) Lessee becomes  insolvent or makes an assignment for the benefit
of creditors; or (g) a receiver, trustee, conservator or liquidator of Lessee or
of all or a  substantial  part of its assets is  appointed  with or without  the
application  or  consent of  Lessee;  or (h) a  petition  is filed by or against
Lessee under the Bankruptcy  Code or any amendment  thereto,  or under any other
insolvency law or laws, providing for the relief to debtors

(B) Upon an Event of  Default,  the  Lessor  may,  to the  extent  permitted  by
applicable law, exercise any one or more of the following remedies:

(i) Terminate this Lease with respect to all or any part of the Equipment;

(ii) Recover  from Lessee all Rent and other  amounts then due and as they shall
thereafter become due hereunder and under the Equipment Schedules;

(iii) Take possession of any or all items of Equipment, wherever the same may be
located,  without demand or notice,  without any court order or other process of
law and without liability to Lessee for any damages occasioned by such taking of
possession, and any such taking of possession shall not constitute a termination
of this Lease;

(iv)  Declare  the  entire  unpaid  balance  of Rent and other  amounts  for the
unexpired  term of each  Equipment  Schedule  immediately  due and  payable  and
recover  from Lessee,  with  respect to any and all items of Equipment  (with or
without  cause  same),  the  Stipulated  Loss Value  attached to each  Equipment
Schedule  opposite the Rent Payment  number  preceding the data of such Event of
Default or, if no  Stipulates  Values are attached to the  applicable  Equipment
Schedule,  then the  present  value of all unpaid Rent and other sums due during
the unexpired  term of that Equipment  Schedule  discounted at four (4%) percent
per annum simple interest (or the lowest discount

                                     4

rate permitted by law), plus Lease anticipated value of the Equipment at the end
of the Term or any applicable renewal term of the Equipment Schedule;

(v) Upon repossession or surrender of any Equipment, Lessor shall sell, lease or
otherwise dispose of such Equipment in a commercially reasonable manner. with or
v without  notice  and on  public or  private  bid,  and apply the net  proceeds
thereof (after  deducting all expenses,  including  attorney's  fees incurred in
connection therewith), to the sum of (iv) above;

(vi) Declare any other Equipment  Schedules and Leases between Lessor and Lessee
in default and exercise any of the remedies provided for herein; and

(vii) Pursue any other remedy  available at law or in equity,  including but not
limited  to  seeking  damages  or  specific   performance  and/or  obtaining  an
injunction.

(C)  Lessee  shall be liable and shall pay to Lessor all  expenses  incurred  by
Lessor in connection with the enforcement of any of Lessor's remedies  including
all  expenses of  repossessing,  storing,  shipping,  reparing,  and selling the
Equipment,  and Lessor's reasonable attorneys fees Lessor and Lessee acknowledge
the difficulty in establishing a value for the unexpired Lease term and owing to
such difficulty agree that the provisions of this Section IV represent an agreed
measure of damages and are not to be deemed a forfeiture or penalty.

 (D) All remedies of Lessor  hereunder  are  cumulative,  are in addition to any
other remedies provided for by law, and may, to the extent permitted by :

law, be exercised  concurrently  or  separately.  The exercise of any one remedy
shall not be deemed to be an election of such remedy or to preclude the exercise
of any other  remedy.  No failure on the part of Lessor to exercise and no delay
in exercising  any right or remedy shall  operate as a waiver  thereof or modify
the terms of this Lease or any Equipment Schedule. A waiver of default Shall not
be a waiver of any other Or subsequent  default.  If this Lease is determined to
be subject to any laws limiting the amount  chargeable or  collectible by Lessor
then Lessor's recovery shall in no event exceed the maximum amounts permitted by
law.

XV. INDEMNITY.

Lessee shall indemnify and hold Lessor,  its agents,  employees,  successors and
assigns,   harmless  from  and  against  any  and  BU  claims,  actions,  suits,
proceedings, costs, expenses. damages and liabilities, including attorneys fees,
arising out of,  connected with, or resulting from the Equipment,  any Equipment
Schedule or this Lease, including without limitation the manufacture, selection,
delivery, possession, use, lease, operation, removal or return of the Equipment.

XVI. REPRODUCTION OF DOCUMENTS

This Lease,  any  Equipment  Schedule and all related  documents,  including (a)
amendments, addendums, consents, waivers and modifications which may be executed
contemporaneously or subsequently herewith, (b) documents received by the Lessor
from  the  Lessee,  and  (c)  financial   statements,   certificates  and  other
information   previously  or  subsequently  furnished  to  the  Lessor,  may  be
reproduced  by the Lessor by any  photographic,  photostatic,  microfilm,  micro
card, miniature photographic, compact disk reproduction or other similar process
and the Lessor may  destroy any  original  document  so  reproduced.  The Lessee
agrees and stipulates that any such reproduction  shall, to the extent premitted
by  applicable  law, be  admissible  in evidence as the  original  itself in any
judicial  or  administative  proceeding  (whether  or  not  the  original  is in
existence  and  whether  or not the  reproduction  was made by the Lessor in the
regular  course of  business)  and that any  enlargement,  facsimile  or further
reproduction of the reproduction shall likewise be admissable in evidence.

XVII. ASSIGNMENT; WAIVER OF DEFENSE; QUIET ENJOYMENT:

LESSEE SHALL NOT ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE. OR OTHERWISE DISPOSE OF,
ENCUMBER  OR PERMIT A LIEN UPON OR AGAINST  ANY  INTERESTS  IN THIS  LEASE,  ANY
EQUIPMENT  SCHEDULE  OR THE  EQUIPMENT  OR PERMIT THE  EQUIPMENT  TO BE USED-BY-
ANYONE OTHER THAN LESSEE OR LESSEE'S  EMPLOYEES  WITHOUT  LESSOR'S PRIOR WRITTEN
CONSENT.  .Lessor may, ~ or notice to Lessee,  assign or transfer  this Lease or
any Equipment Schedule or grant a security interest in any Equipment, any Rental
Permit,  or any other  payable  or to become  due  hereunder,  and in such event
Lessor's  assignee,  transferee or guarantee  shall have all the rights,  power,
privileges, and remedies of Lessor hereunder. Lessee aggress that, following its
receipt of notice of any  assignment by Lessor of this Lease,  any Rent Schedule
or thc Rental  Payments  payable  hereunder,  it will pay thc Rent  Payments due
hereunder   directly  to  the  assignee  (or  to  whomever  the  assignee  shall
designate). Lessee agrees that no assignee of Lessor 011 be bound to perform any
duty, covenant, condition or warranty attributable to Lessor, and Lessee further
agrees not to raix any claim or defense  arising out of this Lease or  otherwise
which it may have against  Lessor as a defense,  counterclaim,  or offset to any
action by an assignee or secured party hereunder.  Upon Lessor's request, Lessee
will execute a certificate  and  acknowledgement  of Lessor's  assignment to its
assignee.  Nothing  contained herein is intended to relieve Lessor of any of its
obligations.  Provided Lessee is not in default hereunder,  Lessee shall quietly
use and enjoy the Equipment, subject to the terms hereof

XVIII. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATIONS.

 In the event Lessee fails to comply with any  provisions of this Lease,  Lessor
shall have the right,  but shall not be obligated,  to effect such compliance on
behalf  of Lessee  upon ten ( 10) days  prior  written  notice to Lessee in such
event,  all monies  expended by, and all  expenses of Lessor in  effecting  such
compliance shall be deemed to be additional rent, and shall be paid by Lessee to
Lessor at the time of the next rent payment, together with interests at the rate
of one and one quarter (1 1/4%)  percent per month but in no event more than the
maximum permitted by law.

XIX. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF TRIAL BY JURY AND RIGHTS 
     AND REMEDIES UNDER THE UNIFORM! COMMERCIAL CODE.

This Lease shall be  governed by the laws of the State of New Jersey,  provided,
however,  in the event this Lease or arty  provision  hereof is not  enforceable
under the laws of the State of New Jersey,  then the laws of the state where the
Equipment is located shall govern LESSEE  CONSENTS TO THE PERSONAL  JURISDICTION
OF THE FEDERAL AND STATE  COURTS OF THE STATE OF NEW JERSEY WITH  RESPECT TO ANY
ACTION  ARISING OUT OF THIS LEASE,  JLNY  EQUIPMENT  SCHEDULE OR THE  EQUIPMENT,
PROVIDED, HOWEVER, LESSOR MAY, 1N ITS SOLE DISCRETION, ENFORCE THIS LEASE AND ~Y
EQUIPMENT SCHEDULE IN ANY COURT HAVING LAWFUL JURISDICTION  THEREOF.  THIS MEANS
ANY LEGAL  ACTION  ARISING  OUT OF THIS  LEASE MAY BE FILED 1N NEW  JERSEY,  AND
LESSEE MAY BE  REQUIRED  TO DEFEND AND  LITIGATE  ANY SUCH ACTION [N NEW JERSEY.
LESSEE  AGREES  THAT  SERVICE'  OF PROCESS IN ANY SUIT MAY BE MADE BY  CERTIFIED
MAIL,  RETURN  RECEIPT  REQUESTED,  ADDRESSES TO LESSEE AT THE ADDRESS SET FORTH
[HEREIN.  TO THE EXTENT  PERMITTED  BY LAW,  LESSEE  WAIVES TRIAL BY JURY IN ANY
ACTION BY OR AGAINST LESSOR HEREUNDER AND WAIVES ANY AND ALL RIGHTS AND REMEDIES
GRANTED TO LESSEE BY ARTICLE 2A OF THE  UNIFORM  COMMERCIAL  CODE AND ANY RIGHTS
NOW OR  HEREAFTER  GRANTED  BY  STATUTE  OR  OTHERWISE  THAT MAY LIMIT OR MODIFY
LESSOR'S RIGHTS AS DESCRIBED IN THIS LEASE OR THE EQUIPMENT SCHEDULES

XX. GENERAL

This Lease  shall inure to benefit of and is binding  upon the heirs,  legatees,
personal  representatives,  successors  and  permitted  assigns  of the  parties
hereto.  Time is of the  essence of this  Lease.  This  Lease and any  Equipment
Schedule  shall be  effective  when  accepted  by  Lessor.  This  Lease  and the
Equipment  Schedules contain the entire agreement between Lessor and Lessee with
respect to the subject matter hereof,  and all negotiations  and  understandings
have been merged herein. No modification of this Lease shall be effective unless
in  writing  and  executed  by  both '  lessor  and  Lessee  All  covenants  and
obligations  of Lessee to be  performed  pursuant to this Lease,  including  all
payments to be made by Lessee hereunder, shall survive the expiration or earlier
termination of this Lease.  If more than one Lessee is named in this Lease,  the
liability of each shall be joint and several. In the event any provision of this
Lease shall be  unenforceable,  than such  provision  shall be cleaned  deleted,
however,  all other  provisions  hereof  shall  remain in full force and effect.
Service of all notices under this Lease shall be sufficient if given personally,
mailed to the party  intended at its address set forth herein,  or at such other
addresses said party may provide in writing from time to time by certified mail,
or overnight mail service,  or sent via facsimile  transmission  Any such notice
mailed to said  address  shall be deemed  effective  three (3) days  after it is
deposited in the United States mail,  duly  addressed and with postage  prepaid;
all notices sent by other means shall be deemed effective when received.

 IN WITNESS WHEREOF, the parties have executed this Lease as of          , 19
                                                                
LESSEE POWER SENSORS CORPORATION

  By:  /s/ Bharat S. Shah
         Bharat S. Shah
  (PRINT OR TYPE NAME & TITLE OF ABOVE SIGNATURE)

  ATTEST: /s/ Ronald C. Valku

  LESSOR:  COPELCO CAPITAL, INC.
  By:  /s/ H. Krolifeifer, Jr.
  H. Krolifeifer, Jr., Sr. V.P.
  (PRINT OR TYPE NAME & TITLE  OF ABOVE SIGNATURE)



LEASE AMENDMENT

         THIS AMENDMENT  dated this day of , 1995 to Master Lease  Agreement No.
0670800 , Equipment  Schedule No.  0670801  thereto (the "Lease") by and between
COPELCO  CAPITAL.  INC. as lessor  ("Lessor') and POWER SENSORS  CORPORATION,  a
corporation as lessee ("Lessee").
WHEREAS, the Lessee wishes to enter into the Lease with the Lessor,

         WHEREAS,  as a condition to enter into the Lease,  the Lessor  requires
that the  Lessee  provides  a security  deposit  and grant a  security  interest
therein to secure the Lessee's obligations under the Lease;

     NOW, THEREFORE, as an inducement to the Lessor to enter into the Lease, and
intending to be legally bound, the parties hereto agree as follows:

l. The Lease shall be amended to add the following new Section to the Lease:

XXI. Release of the Security Deposit.


         2. Except as herein  modified,  all other terms and  conditions  of the
Lease shall remain unchanged and are hereby ratified by the parties.

         1N  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Amendment as of the day and year first above written.




 POWER SENSORS CORPORATION                   COPELCO CAPITAL, INC.

 BY: /s/ Bharat S. Shah                      BY: /s/ H. Krollfeifer, Jr.
        Bharat S. Shah                           H. Krollfeifer, Jr., Sr. V.P.
 (PRINT OR TYPE NAME & TITLE              (PRINT OR TYPE NAME OR TITLE 
   OF ABOVE SIGNATURE)                           OF ABOVE SIGNATURE)



                                                          Date: 12/7/95

POWER SENSORS CORPORATION
113 Tower Road
Schaumburg, IL 60173

Re: Lease No. 0670801 between Power Sensors Corporation as lessee ("Lessee")
and Copelco Capital, Inc., as lessor ("Lessor")

Dear Sir/Madam:

          For good and  valuable  consideration,  the receipt of which is hereby
acknowledged  and  intending to be legally  bound,  the parties  hereto agree as
follows:

          I.  Provided no Event of Default  exists  uncured and  notwithstanding
anything contained in the lease to the contrary,  Lessor hereby grants to Lessee
the option to purchase the equipment  subject to the Lease (the  "Equipment") at
the end of the  initial  term of the Lease for $1.00  (the  "Purchase  Option").
Lessee shall exercise the Purchase Option by giving Lessor not less than 30 days
written  notice prior to the last day of the initial  term of the Lease.  IF THE
PURCHASE OPTION IS EXERCISED, THE EQUIPMENT WILL BE SOLD BY LESSOR TO LESSEE "AS
IS,  WHERE IS",  WITHOUT ANY  WARRANTY,  EXPRESS OR IMPLIED,  INCLUDING  WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE OR
TITLE;



     2.   In the event that  Lessee  does not elect to  purchase  the  Equipment
          under the Purchase  Option or the  Purchase  Option is deemed null and
          void under the circumstances  described in Paragraph I herein,  Lessee
          shall return the Equipment in accordance with the terms and conditions
          of the Lease.

     3.  Capitalized  terms used but not defined  herein shall have the meanings
         ascribed to such terms in the Lease.

     4. Except to the extent expressly  modified by this letter  agreement,  the
        terms and conditions of the Lease shall remain unchanged and in full 
        force and effect

          Each of the  parties  hereto has caused this  letter  agreement  to be
executed  by its  duly  authorized  officers,  all as of the  date  first  above
written.

 POWER SENSORS CORPORATION                             COPELCO CAPITAL, INC.
 BY: /s/ Bharat S. Shah                                BY:

 TITLE:  President                                     TITLE:
 
Power Sensors
CORPORATION
               1113 Tower Rd..Schaumburg, IL 60173 USA
               Tel (708) 884-5898 ~ Fax (708) 884-5899


December 21, 1995


Copelco Capital, Inc.
 700 East Gate Drive
-
 Mt. Laurel NJ, 08054

Re: Master Lease #0670800, Equipment Schedule 0670801

To Whom It May Concern:

We have  remitted  deposits  in the amount of  $53,463.00  to the  Suppliers  of
equipment on the referenced  equipment  schedule.  After you issue your purchase
order,  the  Suppliers  will direct you to net the deposit from their invoice to
you, and refund it directly to us.

This letter will  authorize you to apply  $38,776.40 to the Security  Deposit on
the lease,  and $11,021.84 to the Advance Rental Payment on the lease and refund
$3,664.76 to us.

Sincerely,


/s/ Paul J. Dickerson

Paul Dickerson