LEASE CAPITAL CORPORATION



To:       Technology Learning Systems, Inc. dba Lab Technologies

From:     Lease Capital Corporation

Re:       End of lease title transfer







Gentlemen:

In consideration of the leasing of the following equipment by you as lessee:

See Exhibit A

And pursuant to the Leased Agreement dated DECEMBER 21, 1998, ("Lease")
it is agreed that upon payment of all rental and other payments due
pursuant to the Lease, and successful completion of all other conditions
and terms of the Lease by lessee, Lessor will pass title to the equipment
to Lessee, "as is" & "where is", without warranty by, or recourse to,
Lessor.





Lease Capital Corporation
Lessor

By: /s/
   ---------------------------

Title:    Pres.
      ------------------------





       19590 East Mainstreet * Suite 207 * Parker, Colorado 80138
                   (303) 840-9221 * Fax (303) 840-8071

<PAGE>
                    MASTER EQUIPMENT LEASE AGREEMENT

     THIS MASTER LEASE ("lease") dated as of the date set forth at the
foot hereof by and between Lease Capital Corporation (Lessor") and the
lessee designated at the foot hereof ("Lessee").  For and in
consideration of the mutual covenants and promises hereinafter set forth,
Lessor and Lessee hereby agree as follows:

1.   LEASE.  Lessor hereby leases to Lessee and Lessee hereby leases from
lessor all machinery, equipment and other property (individually and
"Item of Equipment" and collectively the "Equipment") described in each
and every schedule now and hereafter executed by the parties hereto and
made a part hereof (individually a "Schedule" and collectively the
"Schedules").  Each and every Schedule in this paragraph is, by this
reference, made a part of this lease agreement as though fully set forth
herein.

2.   TERM.  The obligations of Lessee under this lease respecting an Item
of Equipment, except the obligation to pay rent with respect thereto
which shall commence as set forth in paragraph 3 below, shall commence
upon the earlier of: 1.) The date a purchase transfers any interest in
such Item of Equipment to Lessor or creates or gives rise to any
obligation or liability on the part of Lessor prior to actual delivery of
such Item, or 2.) The date such Item of Equipment is delivered to Lessee.
The term of this lease with respect to an Item of equipment ends upon the
date designated in the applicable Schedule.  This lease is irrevocable
for the full term hereof and, except in the event of a Casualty
Occurrence, for the aggregate rentals reserved in the Schedules.

3.   RENT AND OTHER PAYMENTS.  Lessee shall pay lessor rent for the
Equipment in the amounts and at the times set forth in the Schedules,
whether or not Lessor has rendered an invoice therefore, at the office of
Lessor set forth at the foot hereof or to such other person and/or such
other place as lessor may from time to time designate in writing.  Any
and all other amounts required to be paid Lessor by lessee hereunder
shall be due upon Lessee's receipt of Lessor's invoice therefore.

4.   DELIVERY ACCEPTANCE.  Lessee shall ensure the Lessor is invoiced for
an Item of Equipment by the manufacturer or other supplier thereof
promptly following delivery and installation thereof.  Upon receipt from
Lessor of a Schedule covering the Equipment or any items thereof, Lessee
shall either (a) execute and deliver such Schedule or (b) give Lessor
written notice specifying any defect in or proper objection to the
Equipment covered thereby.  Lessee's execution of a Schedule covering the
Equipment or any items thereof shall conclusively establish as between
Lessor and Lessee that such Equipment is acceptable to and has been
accepted by Lessee for all purposes of this lease.  If Lessee has not
furnished Lessor with such Schedule or notice within fourteen (14) days
after receipt thereof, Lessee shall, upon Lessor's request, assume all of
Lessor's rights and obligations as purchaser of such Equipment.

5.   LOCATION; INSPECTION; USE.  Lessee shall keep or permanently garage,
as appropriate, and not remove from the United States, each Item of
Equipment in Lessee's possession and control at the Equipment location
designated in the applicable Schedule, or at such other location to which
such Item may have been moved with the proper written consent of Lessor.
Whenever requested by Lessor, Lessee shall advise lessor as to the exact
location of the Equipment and observe its use during normal business
hours and to enter into and upon the premises where the Equipment may be
located for such purpose.  The Equipment shall at all times be used
solely for commercial or business purposes, exclusive of transportation
for hire in the case of the Items of Equipment constituting motor
vehicles, and operated in a careful and proper manner and in compliance
with all applicable laws, ordinances, rules and regulations, all
conditions and requirements of the policy or policies of insurance
required to be carried by Lessee under the term of this lease and all
manufacturer's instructions and warranty requirements.  Any modifications
or additions to the Equipment required by any such governmental edict or
insurance policy shall be promptly made by Lessee at its own expense.

6.   ALTERATIONS.  Without the prior written consent of lessor, Lessee
shall not make any alterations, additions, or improvements to any Item of
Equipment which detract from its economic value or functional utility,
except as may be required pursuant to paragraph 5 above.  All additions
and improvements of whatsoever kind or nature made to any Item of
Equipment which cannot be removed without detracting from its economic
value or functional utility shall be deemed accessions thereto, shall
belong to and immediately become the property of Lessor and shall be
returned to Lessor with the Equipment upon the expiration or earlier
termination of this lease.

7.   MAINTENANCE.  Lessee, at its own expense, shall maintain the
Equipment in good repair, condition and working order and shall furnish
all parts, mechanisms, devices and labor required to keep the Equipment
in such condition reasonable wear and tear excepted.

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<PAGE>
8.   LOSS AND DAMAGE; CASUALTY VALUE.  Lessee hereby assumes and shall
bear the entire risk of loss of, theft of, damage to, or destruction of
the Equipment of any item thereof from any cause whatsoever ("Casualty
Occurrence").  No Casualty Occurrence to the Equipment of any item
thereof shall relieve Lessee from its obligations under this lease,
except as specified in the final sentence of the Paragraph 8.  In the
event of a Casualty Occurrence to any item in good repair, condition and
working order (provided, however, that if such item is determined by
Lessor to be lost, stolen, destroyed or damaged beyond repair or suffers
a constructive total loss as defined in any applicable insurance policy
carried by Lessee in accordance with paragraph 12 below) Lessee shall:
(a) replace such item with like equipment in good repair, condition and
working order and transfer clear title to such replacement equipment to
Lessor whereupon such replacement equipmentshall be deemed an item for
all purposes hereof, or (b) pay Lessor the "Casualty Value" of such item
which shall equal the total of (i) all rent and other amounts, if any,
due at the time of such payment, plus (ii) each future rent payment due
with respect to such item discounted on a rule of 78's basis from the
date due to the date of such payment and (iii) the "Residual Value" of
such item as set forth in the applicable Schedule.  Upon such replacement
or payment, as appropriate, this lease shall terminate with, and only
with, respect to the item so replaced or paid for, and Lessee shall
become entitled thereto AS-IS-WHERE-IS without any warranty whatsoever,
express or implied.  Lessee's option to pay Lessor the Casualty Value and
to discount the future rental payments due shall be applicable only in
the event of a Casualty Occurrence and not otherwise.

9.   SURRENDER.  Upon the expiration or earlier termination of this lease
with respect to an item of Equipment, Lessee shall (unless Lessee has
paid the Casualty Value thereof pursuant to Paragraph 8 above) promptly
return such item, with freight prepaid, to Lessor at such place and by
such reasonable means as may be designated by Lessor in the same repair,
condition and working order as at the commencement of Lessee's
obligations hereunder with respect thereto, reasonable wear and tear
resulting from the proper use thereof alone excepted.  If requested by
Lessor, Lessee shall, prior to returning any item of Equipment to Lessor,
provide suitable and adequate storage space at the Equipment Location
shown in the applicable Schedule or such location to which such item may
have been moved with the written consent of Lessor for a period not to
exceed ninety (90) days during which time Lessee shall remain liable for
all its obligations hereunder with respect thereto, except the obligation
to pay rent on account thereof, and shall ensure that Lessor will be
allowed reasonable access thereto.

10.  TITLING; REGISTRATION.  Each item of Equipment subject to title
registration laws shall at all times be titled and/or registered by
Lessee, at its own expense, and as Lessor's agent and attorney-in-fact
with full power and authority to register (but without power to affect
title to) the Equipment, in such manner and in such jurisdiction or
jurisdictions as Lessor shall direct.  Lessee shall promptly notify
Lessor of any necessary or advisable and/or re-registration of an item of
Equipment in a jurisdiction other that one in which such item is then
title and/or registered.  Any and all documents of title shall be
furnished or caused to be furnished Lessor by Lessee within sixty (60)
days of the date any titling or registering or retitling or re-registering,
as appropriate, is directed by Lessor.

11.  TAXES.  Lessee shall pay as directed by Lessor or reimburse Lessor
for all taxes, including but not limited to, property taxes, sales and
use taxes (exclusive of Federal and State taxes based on Lessor's net
income), fees, charges and assessments whatsoever, however designated,
whether based on the rent or levied, assessed or imposed upon the
Equipment or in respect to the manufacture, purchase, delivery,
ownership, leasing, use, return or other disposition of the Equipment,
now or hereafter levied, assessed or imposed under the authority of a
federal, state or local taxing jurisdiction.  Returns required in
connection with the obligations which Lessee has assumed under this
Paragraph 11 shall, at Lessor's option, be prepared and filed by Lessor
or by Lessee in such manner as Lessor may direct.  Each party shall upon
request furnish the other a copy of any such filing made or any
governmental invoice received by such party covering such obligations.

12.  INSURANCE.  Lessee shall procure and continually maintain and pay
for (a) all risk insurance against loss of or damage to the Equipment
from any cause whatsoever for not less than the full replacement value
thereof naming Lessor as Loss Payee and (b) combined public liability and
property damage insurance with a single limit of not less than $500,000
per occurrence.  All such insurance shall provide at least ten (10) days
advance written notice to Lessor of cancellation, change or modification
in any term, condition or amount of protection provided therein, shall
provide full breach of warranty protection and shall provide that the
coverage is "primary coverage" for the protection of Lessee and Lessor
notwithstanding any other coverage carried by Lessee or Lessor protecting
against similar risks.  Lessee shall provide lessor with a policy or
certificate evidencing such insurance.  In the event of an assignment of
this lease by Lessor of which Lessee has notice, Lessee shall cause such
insurance to provide the same protection to the assignee as its interest
may appear.  Lessee shall promptly notify any appropriate insurer, such
assignee and Lessor of each and every occurrence which may become the
basis of a claim or cause of action against the insured and provide
Lessor and such assignee with all data pertinent to such occurrence.  The
proceeds of such insurance, as appropriate, shall be applied

                                    2
<PAGE>
toward (a) the repair or replacement of the appropriate item or Items or
Equipment, (b) payment of the Casualty thereof or (c) payment of, or as
promotion for, satisfaction of any other accrued obligations of Lessee
hereunder excess of such proceeds remaining shall belong to Lessee.
Lessee hereby appoints Lessor as Lessee's attorney with full power and
authority to do all things, including, but not limited to, making claims,
receiving payments under any policy contemplated hereby on account of a
Casualty Occurrence.  Notwithstanding the foregoing and with the consent
of Lessor, Lessee may self-insure all such risks in accordance with its
risk management program.

13.  LESSOR'S PAYMENT.  In the event Lessee fails to pay any amounts due
hereunder or to perform any of this other obligation under this lease,
Lessor may, at its option, but without any obligation to do so, pay such
amounts or perform such obligations and Lessee shall reimburse Lessor the
amount of such payment or cost of such performance.

14.  DISCLAIMER OF WARRANTIES.  LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS
OF A SIZE, DESIGN, TYPE AND MANUFACTURER SELECTED BY LESSEE, THAT LESSOR
IS NOT A MANUFACTURER THEREOF OR A DEALER THEREIN, THAT LESSEE LEASES THE
EQUIPMENT AS-IS, AND THAT LESSOR HAS NOT MADE AND DOES NOT HEREBY MAKE
ANY AGREEMENT, REPRESENTATION OR WARRANTY WIT RESPECT TO THE
MERCHANTABILITY, CONDITION, CONNECTION WITH, OR FOR THE PURPOSES AND USES
OF LESSEE, OR ANY OTHER AGREEMENT, REPRESENTATION OR WARRANTY OF ANY KIND
OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, IT BEING
AGREED THAT ALL SUCH RISKS ARE TO BORNE BY LESSEE.  Lessor does warrant,
however, that Lessor has whatever quality of title to an Item of
Equipment it obtains from the manufacturer or supplier thereof, subject
to this lease and any liens or encumbrances created by Lessor pursuant to
paragraph 20 hereof or which Lessee is obligated to discharge or satisfy.
Lessor agrees, so long as no event of default has occurred and is
continuing hereunder, that Lessee shall have the right to obtain the
benefit of and enforce in Lessee's own name and at Lessee's sole expense
any supplier's or manufacturer's warranty or agreement in favor of Lessee
with respect to an Item of Equipment to the extent such warranty or
agreement is assignable, and Lessor shall execute and deliver such
instruments as may be reasonably necessary to enable Lessee to obtain
such benefits.

15.  INDEMNITY.  Lessee does hereby assume liability for and does agree
to indemnify, deed, protect, save and keep harmless Lessor from and
against any and all liabilities, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements, including court costs,
and legal expenses of whatsoever kind and nature, imposed on, incurred by
or asserted against Lessor (whether or not also indemnified against by an
other person) in any way relating to or arising out of this lease or the
manufacture, purchase, ownership, delivery, lease, possession, use,
operation, condition, return or other disposition of the Equipment by
Lessor or Lessee, including, without limitation, any claim alleging
latent and other defects, whether or not discoverable by Lessor or
Lessee; any claim for patent, trademark or copy right infringement; and
any claim arising out of strict liability in tort.  Lessee agrees to give
Lessor and Lessor agrees to give Lessee notice of any claim or liability
hereby indemnified against promptly following learning thereof.

16.  DEFAULT.  Any of the following events or conditions shall constitute
an event of default hereunder: (a) Lessee's failure to pay when due any
rent or other amount due hereunder, which failure shall continue for
twenty (20) days after the due date hereof; (b) Lessee's default in
performing any other obligation, term or condition of this lease or any
other default under any agreement providing security for the performance
by Lessee of its obligations hereunder, provided such default shall have
continued for more than twenty (20) days, except as provided in (c) and
(d) below; (c) any writ or order or attachment or execution or other
legal process being levied on or charged against an item of Equipment and
not being released or satisfied within ten (10) days; (d) Lessee's
failure to comply with its obligations under paragraph 12 above; (e)
death or judicial declaration of incompetency of Lessee, if an
individual; (f) the filing by Lessee of a petition under the Bankruptcy
Act or any amendment thereto or under any other insolvency law or law
providing for the relief of debtors, including, without limitation, a
petition for re-organization, arrangement or extension, or the commission
by Lessee of any act of bankruptcy; (g) the filing against Lessee of any
such petition not dismissed or permanently stayed within thirty (30) days
of filing thereof; (h) the voluntary or involuntary making of an
assignment of a substantial portion of its assets by Lessee for the
benefit of creditors, appointment of a receiver or trustee for Lessee or
for any of Lessee's assets, institution by or against Lessee of any other
type of insolvency proceeding (under the Bankruptcy Act or otherwise) or
of any formal or informal proceeding for dissolution, liquidation,
settlement of claims against or winding up the affairs of Lessee or the
making by Lessee of a transfer of all or a material portion or Lessee's
assets or inventory not in the ordinary course of business; (i) the
occurrence of any event described in parts (16), (f), (g), or (h)
hereinabove with respect to any guarantor or other party liable for
payment or performance of this lease; or (j) any certificate, statement,
representation, warranty or audit heretofore or hereafter furnished with
respect hereto by or on behalf of Lessee or any guarantor or other party
liable for payment or performance of this lease proving to have been
false in any material respect at the time as of which the facts therein
set forth were stated or certified or having omitted any substantial
contingent or unliquidated liability or claim against Lessee or any such
guarantor or other party.

                                    3
<PAGE>
17.  REMEDIES.  Upon the occurrence of any event of default, Lessor, at
its option, may exercise any one or more of the following remedies: (a)
declare the then Casualty Value immediately due and payable with respect
to any or all items of Equipment without notice or demand to Lessee; (b)
sue for and recover all rent and other payments, then accrued or
thereafter accruing, with respect to any or all items of Equipment; (c)
take possession of and render unusable any or all items of Equipment
without demand or notice, wherever same may be located, without any court
order or other process of law and without liability for any damages
occasioned by such taking of possession (any such taking of possession
shall not constitute a termination of this lease as to any or all items
of Equipment unless Lessor expressly so notifies Lessee in writing); (d)
require Lessee to assemble any or all items of Equipment at the place of
original installation thereof, such location to which such equipment may
have been moved with the proper written consent of Lessor or such other
location in reasonable proximity to either of the foregoing as a Lessor
shall designate; (e) sell or otherwise dispose of any or all items of
Equipment, whether or not in Lessor's possession, in a commercially
reasonable manner at public or private sale and with or without notice to
Lessee and apply the net proceeds of such sale after deducting all costs
of such sale, including, but not limited to, costs of transportation,
repossession, storage, refurbishing, advertising and brokers fees, to the
obligations of Lessee hereunder with Lessee remaining liable for any
deficiency and with any excess being retained by Lessor; (f) retain any
repossessed items of Equipment and credit the reasonable value thereof to
the obligations of Lessee hereunder with Lessee remaining liable for any
deficiency and with Lessor having no obligation to reimburse Lessee on
account of any excess of such reasonable value other such obligations;
(g) terminate this lease as to any or all items of Equipment; or (h)
utilize any other remedy available to Lessor at law or in equity.
     A termination hereunder shall occur only upon written notice by
Lessor to Lessee and only with respect to such items of Equipment as
Lessor specifically elects to terminate in such notice.  Except as to
such items with respect to which there is a termination, this lease shall
remain in full force and effect and Lessee shall be and remain liable for
the full performance of all its obligations hereunder.
     No right or remedy conferred herein is exclusive of any other right
or remedy conferred herein or by law, but all such remedies are
cumulative of every other right or remedy conferred hereunder or at law
or in equity, by statute or otherwise, and may be exercised concurrently
or separately from time to time.

18.  LESSOR'S EXPENSES.  Lessee shall pay Lessor all costs and expenses,
including attorney's fees and court costs, incurred by Lessor in
exercising any of its rights or remedies hereunder or enforcing any of
the terms, conditions or provisions hereof.

19.  ASSIGNMENT.  Without the prior written consent of Lessor, Lessee
shall not sublet any item of Equipment or otherwise assign, transfer,
pledge or hypothecate this lease, and item of Equipment or any interest
in this lease or in and to the Equipment or permit its right under this
lease to be subject to any lien, charge or encumbrance of any nature.
Lessee's interest herein is not assignable and shall not be assigned or
transferred by operation of law.  Consent to any of the foregoing
prohibited acts applies only in the given instance and is not a consent
to any subsequent like act by Lessee or any other person.
     All rights of Lessor hereunder may be assigned, pledged, mortgaged,
transferred or otherwise disposed of, either in whole or in part, without
notice to Lessee but always, however, subject to the rights of Lessee
under this lease.  If Lessee is given notice of any such assignment,
Lessee shall acknowledge receipt thereof in writing.  In the event Lessor
assigns this Lease or the rent due or to become due hereunder or any
other interest herein, whether as security for any of its indebtedness or
otherwise, no breach or default by Lessor and Lessee, should there be
one, shall excuse performance by Lessee of any provision hereof, it being
understood that in the event of such default or breach by Lessor that
Lessee shall pursue any rights on account hereof solely against Lessor.
     An assignment within the meaning of this section 19 shall be deemed
to include one or more sales or transfers, by operation of law or
otherwise, or creation of new stock, by which an aggregate of more than
50% of the Lessee's stock shall be vested in a party or parties who are
non stockholders as of the date hereof.  This paragraph shall not apply
if Lessee's stock is listed on a recognized security exchange.
     Subject always to the foregoing, this lease inures to the benefit of
and is binding upon, the heirs, legatees, personal representative,
successors and assigns of the parties hereto.

20.  OWNERSHIP, PERSONAL PROPERTY.  The Equipment is and shall at all
times be and remain the sole and exclusive property of Lessor.  Lessee,
notwithstanding any trade-in or down payment made by Lessee or on its
behalf with respect to the Equipment, shall have no right, title or
interest therein or thereto except as to the use thereof subject to the
terms and conditions of this lease.  Lessee shall keep the Equipment free
and clear of all liens, encumbrances and charges of any nature except
liens, encumbrances and charges created by Lessor pursuant to paragraph
19 hereof.  If at any time during the term hereof Lessor supplies Lessee
with labels, plates, decals or other markings stating that the Equipment
is owned by Lessor, Lessee shall affix and keep the same prominently
displayed on the Equipment or shall otherwise mark the Equipment or
Equipment Location(s), as appropriate, at Lessor's request to indicate
Lessor's ownership of the Equipment.  The Equipment is, and at all times
shall remain, personal property, notwithstanding that the

                                    4

<PAGE>
Equipment or any item hereof may now be, or hereafter become, in any
manner affixed or attached to, or embedded or permanently resting upon
real property or any improvement thereon or attached in any manner to
what is permanent as by means of cement, plaster, nails, bolts, screws or
otherwise.  If requested by Lessor prior to or at any time during the
term hereof with respect to any Item of Equipment, Lessee will obtain and
deliver to Lessor waivers of interest and waivers of liens in recordable
form satisfactory to Lessor from all persons claiming an interest in the
real property on which such Item is installed or located.

21.  LATE CHARGE.  If lessee fails to pay any rent or any other sum to be
paid by Lessee to Lessor hereunder within fifteen (15) days after the due
date thereof, lessee shall pay Lessor the Lessor's internal collection
costs relevant to the collection thereof and interest on such unpaid
installment or other amount at the rate of five (5%) of the unpaid
installment, or $5.00, whichever is greater, but not to exceed the
highest lawful maximum, if any, computed from the date due to the date paid.

22.  NON-WAIVER. No covenant or condition of this lease can be waived
except by the written consent of Lessor.  Forbearance or indulgence by
lessor in regard to any breach thereunder shall not constitute a waiver
of the related covenant or condition to be performed by Lessee.

23.  NET LEASE; OFFSET; SURVIVAL.  This lease is a net lease, and Lessee
shall not be entitled to any abatement of rent or other payments due
thereunder or any reduction thereof under any circumstances or for any
reason whatsoever.  Lessee hereby waives any and all existing and future
claims, as offsets, against any rent or other payments due hereunder and
agrees to pay the rent and other amounts due hereunder as and when due
regardless of any offset or claim which may be asserted by Lessee or on
its behalf.  This lease shall not terminate, or the respective
obligations of Lessor or Lessee be otherwise affected or Lessor have any
liability whatsoever to Lessee, by reason of any failure or delay in
delivery of any or all Items of Equipment, any defect in or damage to or
loss or destruction of any or all Items of Equipment from whatever cause,
the prohibition of Lessee's use of the Equipment or any Item thereof, the
interference with such use by any government, person or corporation, the
invalidity or unenforceability or lack of right, power or authority of
Lessor or Lessee to enter into this lease or any other cause whether
similar or dissimilar to the foregoing.  The obligations and liabilities
of Lessee hereunder shall survive the expiration or earlier termination
of this lease.

24.  ADDITIONAL DOCUMENTS.  If requested by Lessor, Lessee shall procure
and/or execute, have executed, acknowledge, deliver to Lessor, record and
file such documents and showings as Lessor shall deem necessary or
desirable to protect its interest in this lease and the Equipment.
Lessee, without limiting the generality of the first sentence of this
paragraph, gives Lessor the right to file precautionary financing
statements with respect to the Equipment under the Uniform Commercial
Code, as amended, or other similar provisions of law.  Lessee further
shall furnish Lessor: (a) a fiscal year end financial statement including
balance sheet and profit and loss statement along with a current personal
financial statement and tax return on all guarantors within one hundred
twenty (120) days of the close of each fiscal year, (b) any other
information normally provided by Lessee to the public and (c) such other
financial data or information relative to this lease and the Equipment as
Lessor may from time to time reasonably request.

25.  LESSEE'S WARRANTIES.  Lessee certifies and warrants that the
financial data and other information which Lessee has submitted, or will
submit, to Lessor in connection with this lease is, or shall be at the
time of delivery, as appropriate, a true and complete statement of the
matters therein contained.  Lessee further certifies and warrants: (a)
this lease has been duly authorized by Lessee and when executed and
delivered by the person signing on behalf of Lessee below shall
constitute the legal, valid and binding obligation contact and agreement
of Lessee enforceable against Lessee in accordance with its respective
terms, and (b) this lease and each and every showing provided by or on
behalf of Lessee in connection herewith may be relied upon by Lessor in
accordance with the terms thereof notwithstanding the failure of Lessee
or other applicable party to ensure proper attestation thereto whether by
absence of a seal or acknowledgement or otherwise.  The person executing
this lease on behalf of Lessee warrants that he has been fully authorized
to do so.

26.  ENTIRE AGREEMENT.  This instrument constitutes the entire agreement
between Lessor and Lessee and shall not be amended, altered or changed
except by a written agreement signed by the parties hereto.

27.  NOTICES.  Service of all notices under this agreement shall be
sufficient if mailed to the party involved at this respective address set
forth at the foot hereof or at such other address as such party may
provide in writing from time to time.  Any such notice mailed to such
address shall be effective when deposited in the United States mail, duly
addressed, with postage prepaid.  Lessee shall promptly notify Lessor of
any change in Lessee's address.

28.  GENDER; NUMBER; JOINT AND SEVERAL LIABILITY.  Whenever the context
of this lease requires, the masculine gender includes the feminine or
neuter and the singular number includes the plural and whenever the word
"Lessor" is

                                    5
<PAGE>
used herein, it shall include all assignees of Lessor, it being
understood that specific reference to "assignee" in paragraph 12 above is
for further emphasis.  If there is more than one Lessee named in this
Lease, the liability of each shall be joint and several.

29.  TITLES.  The titles to the paragraphs of this lease are solely for
the convenience of the parties and are not an aid in the interpretation
of the instrument.

30.  GOVERNING LAW.  This lease shall be governed by and construed in
accordance with the law of the State of Colorado.  In the event any
provision hereof shall be declared invalid, such provision shall be
deemed severable from the remaining provisions of this lease which shall
remain in full force and effect.

31.  TIME.  Time is of the essence of this lease and each and all of its
provisions.

32.  WARRANTIES.  Lessor shall subrogate or pass-through to Lessee any
warranty rights it may acquire from any supplier of equipment hereunder,
and on Lessee's reasonable request, shall permit Lessee, at Lessee's
expense, to enforce such warranties in Lessor's name, if for an reason
Lessee is not permitted to enforce the same in it's own name.


     IN WITNESS WHEREOF, the undersigned have executed these presents as
of the 21 day of December, 1998.

Technology Learning Systems, Inc.       Lease Capital Corporation
dba Lab Technologies                    (LESSOR)
(LESSEE)

By: /s/ DONALD GARY NELSON              By: /s/
   ---------------------------             ---------------------------

Title: President                        Title: Pres.
      ------------------------                ------------------------

8245 W. I-25 Frontage Rd., Suite 4      19590 East Mainstreet, Suite 207
Erie, CO 80516                          Parker, CO 80138









                                    6

<PAGE>
                                GUARANTY
                                --------

     For valuable consideration, the receipt of which is hereby
acknowledged, to induce Lessor to enter into the Equipment Lease
described below, and to induce any bank or any other financial
institution ("Bank") to which the following Equipment Lease:


Dated: Dec 21, 1998
      --------------------

Equipment Description: See attached Exhibit A

Lessor/Address:     Lease Capital Corporation
                    19590 E. Mainstreet, Suite 207, Parker, CO, 80138

Payment Terms:      36 Monthly Payments of $4,564.00 followed by one (1)
                    PAYMENT OF $1.00.

by and between Lessor and Technology Learning Systems, Inc. dba Lab
Technologies assigned by Lessor at its option to make a loan or loans, or
otherwise extend credit with or without security, or to disconnect or to
purchase or otherwise acquire any interest in the payment of money or
other obligations of the Customer to Lessor as evidenced or to be
evidenced by the Equipment Lease, the undersigned (jointly and severally
if more than one) ("Guarantor") hereby unconditionally guaranties and
promises to the Lessor, and its successors and assigns.

     1.   The full and punctual payment of all sums, monies, performance
of all obligations which shall at any time be due or owing or payable to
the Lessor, from the Customer and all liability and/or damages which the
customer has incurred or is under or may incur or be under to the Lessor,
with respect to the Equipment Lease.  Guarantor shall pay all of the
foregoing amounts and perform all of the forgoing terms, covenants and
conditions not withstanding that any part of all of the Equipment Lease
or any part or all of the other agreements shall be void or voidable as
against Customer or any of Customer's Creditors, including a trustee in
bankruptcy of Customer, by reason of any fact or circumstance including,
without limiting the generality of the foregoing, failure by any person
to file a document or to take any other action to make the Equipment
Lease or any of the other agreements enforceable in accordance with their
terms.

     2.   The Guarantor consents that without notice to or further assent
by the Guarantor, the obligation of any party for the liabilities
guaranteed hereby may be extended, modified, prematured, changed or
released by Lessor as it may deem advisable, and that any security or
securities which it may hold, be exchanged, sold or surrendered by it as
it may deem advisable, in which event the guarantor shall nevertheless
remain bound to the full extent hereof.


     3.   The Guarantor waives any and all notice of the acceptance of
this Guaranty, or of the creation, renewal or accrual of any liabilities
of Customer to Lessor, present or future, or the reliance of Lessor upon
this guaranty, and any and every obligation of Customer to Lessor herein
described shall conclusively be presumed to be created, contracted or
incurred in reliance upon this Guaranty.  This Guarantor waives demand of
payment from any party indebted in any manner for the liabilities hereby
guaranteed and also waives the presentment for payment of any dishonor,
to any party thereto and also to the Guarantor, and to take any action
Lessor may elect with respect to any security the Lessor now or hereafter
may hold.

     4.   This Guaranty shall be construed as an absolute and
unconditional guaranty of payment and performance, without regard to the
validity, regularity or enforceability of any obligation of Customer and
regardless of any law, regulation or decree now or hereafter in effect
which might in any manner effect the obligations of Customer, any rights
of Lessor, or cause or permit to be invoked any alteration of time,
amount, currency, or manner of payment of any of the obligations hereby
guaranteed.  This guaranty shall be unaffected and unimpaired by any
change which may arise by reason of the death of the undersigned.  Lessor
shall have its remedy under this Guaranty without being obligated to
resort first to any security, marshalling or Customer's assets or to any
other remedy or remedies to enforce the payment or collection of the said
liabilities and may pursue all or any of its remedies at one time or at
different times.

                                    1
<PAGE>
     5.   Upon the default of Customer or the Guarantor with respect to
any obligations or liabilities to Lessor, or in case the Guarantor shall
become insolvent or in case the Customer or the Guarantor makes an
assignment of the benefit of creditors or in the event of the appointment
of a receiver (either at law or in equity) of the customer or the
Guarantor, or in the event that a writ of attachment is issued against
the Customer or any of the guarantors, all of any part of the obligations
and liabilities of the Customer to the Lessor, whether direct or
contingent, and of every kind and description, shall without notice or
demand become immediately due and payable and shall in any event be taken
up forthwith by the undersigned Guarantor.

     6.   Guarantor agrees to indemnify Lessor against loss, cost or
expense by reason of the assertion by Customer of any defense to its
obligations to Lessor or the assertion by the Guarantor of any defense to
the obligations hereunder.

     7.   The Guarantor represents and warrants that is has filed all
federal, state and local tax returns required to be filed by it and has
paid the tax required hereby, that no proceedings in bankruptcy have been
instituted by or against it and that it has not made an assignment for
the benefit of creditors.  In addition, in the event Guarantor is a
corporation, Guarantor represents and warrants that it is a corporation
in good standing under the laws of its state of incorporation, and the
person executing this Agreement is authorized to do so on behalf of the
corporation.  Guarantor warrants that all applications, statements and
reports are, and all information hereafter furnished by guarantor to
Lessor will be, true and correct in all material respects as of the date
submitted and that no such application, statement or report omits any
material fact which would if included make such application, statement or
report true and correct.  Guarantor agrees to obtain and shall obtain,
either simultaneously upon execution of this guaranty or thereafter such
corporation resolutions, opinions of counsel, personal and/or corporate
financial statements and other documents as Lessor shall request from
time to time.

     8.   The Guarantor covenants and agrees that in any action or
proceeding or counterclaim brought by either Lessor or the Guarantor
against the other on any matter whatsoever, arising out of, under, or by
virtue of the provisions of any agreement of Customer with Lessor, or
this Guaranty, the Guarantor shall and does hereby waive trial by Jury.
Guarantor waives the benefit of any statue of limitations affecting its
liability thereunder or the enforcement thereof.  This instrument cannot
be changed or terminated orally.

     9.   No delay on the part of Lessor in exercising any rights
hereunder or failure to exercise the same shall operate as a waiver of
such rights, no notice to demand on the undersigned shall be deemed to be
a waiver of the obligation of the Guarantor or of the right of Lessor to
take further action without notice or demand as provided herein; nor in
any event shall any notification or waiver of the provisions of this
Guaranty be effective unless in writing nor shall any such waiver be
applicable except in the specific instance for which given.

     10.  This Guaranty is, and shall be deemed to be, a contract entered
into under and pursuant to the Laws of the State of Colorado and shall be
in all respects governed, construed, applied and enforced in accordance
with the laws of said state; and no defense given or allowed by the laws
of any other state of county shall be interposed in any action hereon
unless such defense is also given or allowed by the laws of the State of
Colorado.

     11.  This agreement shall, without further reference, pass to and
may be relied upon and enforced by any successor or assignee of Lessor
and any transferee or subsequent holder of said liabilities or
obligations of Customer.

FACSIMILE      THE PARTIES AGREE THAT A FACSIMILE TRANSMISSION OF THIS
---------      SIGNED DOCUMENT AND RELATED DOCUMENTS ATTACHED HERETO
               CONSTITUTE AN ORIGINAL AND BINDING AGREEMENT

     IN WITNESS WHEREOF, the undersigned Guarantor(s) has duly executed
     ------------------------------------------------------------------
this Guaranty.
--------------

Donald G. Nelson

/s/Donald G. Nelson
-------------------

Whose Home Address is:
1604 Sunset St.
-------------------
Longmont, CO 80501
-------------------

-------------------

                                    2

<PAGE>
                             SCHEDULE NO. 01

    Technology Learning Systems, Inc. dba Lab Technologies, AS LESSEE

                                   and

                  Lease Capital Corporation, AS LESSOR

     DATED AS OF Dec. 21, 1998, 1998. (the "Lease")
                                      -------------



     Lessor and Lessee hereby acknowledge that the Items of Equipment
described in this Schedule have been delivered to and are not in the
possession of and have been unconditionally accepted by Lessee for all
purposes of the Lease and that the following is a description of said
Items, the cost hereof, the expiration date of the lease term with
respect thereto, the rent therefor, the location thereof and any other
provisions provided thereto or herein.

     1.   Equipment Description: See Exhibit A

     2.   Equipment Cost:    $140,000.00

     3.   Term: Unless sooner terminated as set forth in the Lease, the
          term of the Lease respecting each Item of Equipment listed
          hereon ends at the expiration of 36 months after the Rent
          commencement date set forth in paragraph 4 below.

     4.   Rent: Except as otherwise provided in the Lease or in this
          Schedule, rent shall be paid in advance in 36 installments
          commencing on DECEMBER 21, 1998, (the "Rent commencement Date")
          as follows: 36 Monthly Payments of $4,564.00.

     5.   Equipment location: 8245 W. I-25 Frontage Rd., Suite 4, Erie,
          CO 80516

     6.   Other Provisions: First and last payments along with a $125.00
          documentation fee due at the signing of this agreement.


     ACCEPTED AND APPROVED THIS 21st day of DECEMBER, 1998, as a Schedule
to and made a part of the Master Lease Agreement dated the 21st day of
DECEMBER, 1998.


Technology Learning Systems, Inc.            Lease Capital Corporation
dba Lab Technologies                         Lessor
Lessee

By: /s/ RONALD GARY NELSON                   By: /s/
   --------------------------                   -------------------------

Title: President                             Title: Pres.
      -----------------------                      ----------------------

<PAGE>
                         ACCEPTANCE OF EQUIPMENT
                         -----------------------


Technology Learning Systems, Inc. dba Lab Technologies has fully
inspected the property described below:



See Exhibit A



and acknowledges it to be in good condition and to Lessee's complete
satisfaction.  Lessee understands that Lease Capital Corporation makes no
warranties, either expressed or implied, as to the condition of the
property or its fitness for any particular purpose.

It is understood that Lease Capital Corporation is not responsible for
machine performance or service of equipment and that lease rental shall
continue regardless of performance or condition of equipment.  It is
further understood that Lease Capital Corporation authorizes Lessee to
enforce any warranty given to Technology Learning Systems, Inc. dba Lab
Technologies by the Vendor.


Technology Learning Systems, Inc.
dba Lab Technologies
LESSEE

By: /s/ RONALD GARY NELSON
   -----------------------------

Title: President
      --------------------------

Date: 12-21-98
     ---------------------------


<PAGE>
                         TAX INDEMNITY AGREEMENT



Re: Technology Learning Systems, Inc. dba Lab Technologies

Know all men by these presents:

Whereas, the above mentioned, Technology Learning Systems, Inc. dba Lab
Technologies, hereinafter referred to as Lessee, has heretofore entered
into a Lease Contract(s) with Lease Capital Corporation, (Lessor); and

Whereas, Lessor has leased various items of personal property to Lessee; and,

Whereas, questions have arising regarding the responsibility of the
various parties for the payment of sales, use, personal property and
other tax, if any, which might be owed, and the Lessee has acknowledged
that they are unconditionally obligated to pay any and all such taxes
which may become due as a result of any leases with Lessor or it's
assigns; and,

Now, therefore, for Ten Dollars ($10.00), and other good and valuable
consideration to each in hand paid and received, the receipt and
sufficiency whereof is hereby acknowledged and confessed, the Lessee does
hereby unconditionally agree to indemnify and save harmless Lessor and
it's assigns from and against any and all claims, actions, liabilities,
and obligations, including, but not limited to, reasonable attorneys'
fees, court costs, and other expenses, which then may suffer, incur or
sustain as a result or consequence of Lessee not complying with or paying
any and all sales and/or use taxes which may or might be required by the
State of Colorado, County of Weld or any taxing authority arising from or
growing out of, whether direct or indirect, any lease of personal
property between any of the parties hereto.

Executed this 21 day of December, 1998.



Technology Learning Systems, Inc.
dba Lab Technologies


By: /s/ RONALD GARY NELSON         Title: President
------------------------------------------------------------------

<PAGE>
                                EXHIBIT A
                                ---------


Technology Learning Systems, Inc. dba Lab Technologies

By: /s/ RONALD GARY NELSON              Dated: 12-21-98
-----------------------------------------------------------------

     DESCRIPTION OF EQUIPMENT AND OTHER PROPERTY:

Equipment Location: 8245 W. I-25 Frontage Rd., Suite 4, Erie, CO 80516


ADVANCE AUDIO
-------------

1    Onkyo Receiver, Model TXSV646, S/N 2709023858
1    Onkyo Cassette Deck, Model TARW344, S/N 4808021389
1    Pioneer DVD, Model DVD414, S/N 013589
1    JVC VCR, Model HP650, S/N 083E3285

AURORA VISUAL SYSTEMS
---------------------

1    Infocus Litepro 730 ZV, S/N 2C7410944
1    Soft Case

DHE COMPUTER SYSTEMS
--------------------

4    PC100 64MB Sdram
4    32MB SDRAM 10ns Dimm
2    16MB 72-Pin EDO Simm
22   Fujitsu 6.4GB UDMA Hard Drive
18   DHE DV-P2 Pentium II Systems to include
18   Pentium II 400 MHz CPU
18   Enlight ATX Mid Tower Case
18   EDOM Intel 440BX Mainboard
18   Cooltech Pentium II Fan
18   PC100 128MB Sdram 8ns
20   US 36x CD-Rom
20   Mitsumi 3.5" 1.44 MB Floppy Drive
3    Diamond Fire GL Pro 8M AGP
22   3COM 10/100 Fast Ethernet
3    BenWin BWFX1-3D 17 Watt
18   Keytronics Spacesaver PS/2
20   Logitech 3 Button PS/2
5    Microsoft Windows 95
3    Liyama Vis. Master 17"
16   Diamond G460 AGP 8M I740
15   Creative Labs SB 64 AWE
15   Microsoft Windows 98 OEM
15   Viewsonic G771 17" Flat Screen
3    Fujitsu 4.3 GB UDMA Hard Drive
1    Creative Labs SB 16
1    3Com 10/100 24 Port Hub
1    3Com 12 Port AutoSwitch
2    DHE DV-K6 AMD Multimedia
2    Enlight Mid Tower Case

<PAGE>
Technology Learning Systems, Inc. dba Lab Technologies             Page 2


2    Quantum 2.5GB UDMA
2    Jayton Trident 9685 2MB EDO
2    Mitsumi 104 Keyboard

GBH DISTRIBUTING, INC.
----------------------

22   GN Binaura Headband
22   GN Computer Cord 3.5MM

HEATHIT COMPANY
---------------

1    HP Lasterjet 6P Printer
4    Reference Library
3    PC Pentium2 Computers
3    15" Monitors
1    VGA Color Monitors VL-400
1    HP Laser 6P Printer Sytems

INGRAM MICRO
------------

2    4MB Smart Media Card

1    RDC-4300 Digital Camera
1    Wavewatcher TV PCI Video Capture with TV Tuner
20   Powermax Six Outlet Strip 6Ft Cords
5    10Ft Length Extension Cords

NEWELL OFFICE PRODUCTS
----------------------

2    Eldon Work Managers Desk

PHOENIX OFFICE FURNISHINGS
--------------------------

24   Gas Lift Ergo Chairs

CEAVCO
------

1    Mid Atlantic 12 Space Rack
3    Mid Atlantic 2 Space Utility Shelf
4    Mid Atlanctic 1RU Grill

INTERIOR CONCEPTS
-----------------

1    Panels for Clssroom Workstations (12) Student (1) Instructor
1    Interior Charcoal Partition
16   CPU Swivel Stands

ROBOTEL ELECTRONIQUE, INC.
--------------------------

2    M160C Controller Version 2.1 Including Mounting kit and Terminal
     Cable
6    Junction Box M160JU Version 11.0
21   M160 I Interface Version 9.8

<PAGE>
Technology Learning Systems, Inc. dba Lab Technologies             Page 3



20   M160T Terminal Version 4.4
2    M160 YC Version 1.3
1    12.1" XGA LCD
1    M160B Version 0.1
1    M160Y Version 2.0
13   Camera Video Interface Version 3.0
4    Video Camera Jct Box Version 1.0
1    System Virtual Recorder 1.20

SMART TECHNOLOGIES,INC.
-----------------------

1    Rear Projection Board, S/N RP1602-1097

ACCESS GRAPHICS
---------------

1    DeskJet 710C Color Printer SSG8771X0TD