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                                  EXHIBIT 10.2

                            LEASE SCHEDULE #48500-02
                         TO MASTER LEASE AGREEMENT (MLA)
         BY AND BETWEEN FIRSTAR LEASING SERVICES CORPORATION ("LESSEE")
                      AND THE UNDERSIGNED LESSEE ("LESSEE")

A.     LEASE TYPE: NONTAX OPERATING LEASE

B.     EQUIPMENT LEASED: Lessee unconditionally accepts all of the Equipment in 
       the attached description.

C.     TOTAL EQUIPMENT COST:  $554,900.00.

D.     TERM: The term of this Schedule commences on April 5, 1999, ("
       Commencement Date") and expires on April 5, 2004 ("Initial Term"). Unless
       sooner terminated as set forth in the MLA and at Lessor's option, this
       Schedule shall be renewable as provided in Section G below in its
       entirety.

E.     BASE RENT: As rent for the Equipment described in this Schedule, Lessee
       shall pay Lessor the sum of $8,267.07 ("Rent") per month in advance from
       the Commencement Date. The first Rent payment shall be due on April 5,
       1999, and the remaining Rent payments shall be due on the same day of
       every month thereafter during the Initial Term of this Schedule (and any
       Renewal Term).

F.     LOCATION: The Equipment shall be located at 2344 W. Wisconsin Street,
       Portage, Wisconsin, in the County of Columbia, and shall not be removed
       therefrom without the prior written consent of Lessor. In the case of
       Equipment constituting motor vehicles, the Equipment shall be titled and
       domiciled in the State of Wisconsin, and shall not be retitled or
       domiciled in any other State without the written consent of Lessor.

G.     LEASE PURCHASE, RENEWAL AND RESALE PROVISIONS.

       (1) First Purchase Option

           On the last date of the Initial Term of the Schedule, Lessee may
           purchase for cash all (and only all) of the Equipment then covered by
           the Schedule for a price equal to 40% percent of Original Equipment
           Cost (as defined below) upon thirty (30) days prior written notice to
           Lessor.

       (2) First Resale Option

           If Lessee elects not to purchase the Equipment pursuant to subsection
           (a) above, Lessee has the option to sell the Equipment on terms
           approved by Lessor in writing, unless Lessor, at Lessor's sole
           discretion, elects to sell the Equipment. In no event shall Lessee
           sell the Equipment for less than 40% percent of Original Equipment
           Cost (exclusive of any sales tax and expenses of sale) without
           Lessor's prior written consent, and in any event, Lessee shall only
           sell the Equipment upon ten (10) business days prior written notice
           to Lessor. The Net Sale Proceeds (as defined below) shall be promptly
           paid to Lessor; provided that (1) if the Net Sale Proceeds exceed 40
           percent of Original Equipment Cost, such excess shall be paid to
           Lessee (after satisfaction of Lessee's obligations relating to the
           Schedule); and (2) if the Net Sale Proceeds are less than 40 percent
           of Original Equipment Cost, Lessee shall immediately pay to Lessor in
           good funds the difference thereof up to a maximum of 12.3 percent of
           Original Equipment Cost.


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       (3) RENEWAL

           If Lessee does not elect to exercise the purchase or sale options
           described in subsections (a) or (b) above, then the Schedule will be
           automatically renewed for a period of twelve (12) months ("First
           Renewal Term") at a rental payment equal to the Fair Market Value
           Rental Value of Original Equipment Cost payable monthly in advance.
           In all other respects, the Schedule shall remain unchanged and in
           full force and effect.

       (4) ADDITIONAL TERMS AND CONDITIONS

           (a)   As used in this Section G: "Original Equipment Cost" shall mean
                 the amount paid for the Equipment by Lessor, including any
                 sales taxes, installation costs, delivery charges and any other
                 costs or expenses paid by Lessor to acquire the Equipment and
                 provide same to Lessee under the MLA (which for the purposes of
                 this Schedule is $554,900.00), and "Net Sale Proceeds" shall
                 mean the gross amount received from the disposition of the
                 Equipment (excluding any sales taxes paid), less all costs paid
                 by Lessor or Lessee to deinstall, store, deliver, reinstall,
                 test and recertify the Equipment, as well as any appraisal or
                 remarketing fees and expenses paid by Lessor to a third party
                 as to the Equipment, plus any attorneys' fees incurred by
                 Lessor.

           (b)   Lessee shall pay all taxes, fees, costs, expenses and other
                 charges of any kind incurred by Lessor pertaining to the
                 purchase or resale of the Equipment. Any sale of the Equipment
                 shall be on an "AS IS" AND "WHERE IS" BASIS WITH NO WARRANTIES
                 (EXPRESS OR IMPLIED) AS TO ANY MATTER WHATSOEVER (INCLUDING
                 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), EXCEPT
                 THAT NO SECURITY INTEREST, LIEN OR ENCUMBRANCE AGAINST SUCH
                 EQUIPMENT HAS BEEN CREATED BY OR THROUGH LESSOR.

           (c)   Lessee's ability to renew the Schedule and exercise the
                 purchase option described above are conditioned upon no event
                 of default having occurred under the MLA prior to Lessee's
                 payment of the amount necessary to renew the Schedule or to
                 purchase the Equipment described therein.

           (d)   For purposes of federal and state income taxation, Lessee shall
                 be deemed the "owner" of the Equipment and entitled to any tax
                 benefits associated therewith.

H.     INSURANCE/STIPULATED LOSS VALUE: Lessor will provide Lessee with its
       insurance requirements regarding the Equipment separately. The Stipulated
       Loss Values during the Initial Term (and any Renewal Term) of this
       Schedule for each unit of Equipment lost, stolen, destroyed or damaged
       beyond repair ("Stipulated Loss Values") are set forth in Attachment A
       hereto.

I.     INCORPORATION BY REFERENCE/ORAL MODIFICATIONS: The Master Lease Agreement
       (MLA) executed by Lessee is incorporated herein in its entirety, and
       Lessee hereby reaffirms all of the representations and warranties
       contained in said MLA. This Schedule constitutes a separate and
       independent lease of property from any other Lease Schedule. If any
       provisions of this Schedule conflict with any provisions of the MLA, the
       provisions of this Schedule shall prevail. The parties agree this
       Schedule constitutes a security agreement under Article 9 of the Uniform
       Commercial Code, and Lessee grants to Lessor a security interest in the
       Equipment. Lessee agrees that the MLA and this Schedule may only be
       modified, rescinded or terminated upon the prior written consent of
       Lessor and Lessee.



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                                      LESSEE:      PENDA CORPORATION

                                      By:/s/Leo E. Waner
                                            VP &CFO
                                            (PRINT OR TYPE NAME AND TITLE)

Accepted at St. Louis Park, Minnesota, this 5th day of April, 1999.

                                      LESSOR:      FIRSTAR LEASING SERVICES
                                                   CORPORATION


                                      By:/s/Thomas D. Russett  VP/Ops. Mgr.
                                                               Title







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