EXHIBIT 10.79

19


                                        Execution Copy

MASTER LEASE AGREEMENT

     THIS MASTER LEASE AGREEMENT, dated as of November 14th, 1996
("Agreement"), between SF Leasing L.L.C., a corporation with an
office at 300 Crescent Court, Suite 1700, Dallas, Texas, 75021
(hereinafter called, together with its successors and assigns, if
any, "Lessor"), and STELLA FOODS, INC., a Delaware corporation with
its mailing address and principal place of business at 25 Tri-State
International Office Center, Suite 250, Lincolnshire, Illinois
60069 ("Stella"), and METZ BAKING COMPANY, an Iowa corporation with
its mailing address and principal place of business at 520 Lake
Cook Rd., Suite 520, Deerfield, Illinois 60015, ("Metz"; Metz and
Stella are each individually referred to herein as a "Lessee" and
collectively as the "Lessees").


                         WITNESSETH:
I. LEASING:

     (a)  This Agreement shall be effective from and after the date
of execution hereof.  Subject to the terms and conditions set forth
below, Lessor agrees to purchase from and lease to Stella, and
Stella agrees to sell to and lease from Lessor, the equipment
described in Annex A to any schedule hereto entered into from time
to time by Stella and Lessor (the "Stella Equipment"; and (ii)
Lessor agrees to purchase from and lease to Metz, and Metz agrees
to sell to and lease from Lessor, the equipment described in Annex
A to the schedules hereto entered into from time to time by Metz
and Lessor (the "Metz Equipment"; the Stella Equipment and the Metz
Equipment are collectively referred to herein as the "Equipment";
the schedules referred to above are collectively referred to as the
"Schedules").  Stella shall enter into those Schedules pursuant to
which Stella Equipment is sold to Lessor, and Metz shall enter into
those Schedules pursuant to which Metz Equipment is sold to Lessor.
Terms specified in a Schedule and not otherwise defined or
specified herein shall have the meanings ascribed to them in such
Schedule.

     (b)  The obligation of Lessor to purchase Equipment from
Lessees and to lease the same to Lessees as provided above, shall
be subject to receipt by Lessor, on or prior to the earlier of the
Lease Commencement Date (as defined below) of each of the following
documents in form and substance reasonably satisfactory to Lessor:
(i) a Schedule relating to the Equipment then to be leased
hereunder, (ii) a Bill of Sale, in the form of Annex B to the
applicable Schedule, in favor of Lessor, (iii) evidence of
insurance which complies with the requirements of Section IX, (iv)
a Premises Lease in the form of Annex F to the applicable Schedule
(each individually referred to as a "Premises Lease"), (v)  a
Sublease (each individually referred to herein as a "Sublease") in
the form of Annex G to the applicable Schedule, and (vi) such other
documents as Lessor may reasonably request. Simultaneously with the
execution of the Bill of Sale, the relevant Lessee, shall also
execute a Certificate of Acceptance, in the form of Annex C to the
applicable Schedule, covering all of the Equipment described in the
Bill of Sale.  Although the Stella Equipment will be leased to
Stella and the Metz Equipment will be leased to Metz, Metz and
Stella acknowledge that all financial obligations and
responsibilities of Stella and Metz hereunder with respect to all
Equipment shall be joint and several.

     (c)  Upon execution by the relevant Lessee of any Certificate
of Acceptance, the Equipment described thereon shall be deemed to
have been delivered to, and irrevocably accepted by, such Lessee
for lease hereunder.

II. TERM, RENT AND PAYMENT:

     (a)  The rent payable hereunder (the "Rent") and the relevant
Lessee's right to use the Equipment shall commence on the date of
execution by such Lessee of the Certificate of Acceptance for such
Equipment ("Lease Commencement Date").   The term (the "Term") of
this Agreement and for the initial Schedule executed hereunder (the
"Initial Schedule") shall commence on the Lease Commencement Date
for the Initial Schedule and, if this Agreement is executed in the
first day of any month, shall end on the last day of the forty-
eighth (48th) month thereafter, otherwise it shall end on the last
day of the forty-ninth (49th) month thereafter (the "Expiration
Date").  The Term of all other Schedules shall commence on the
Lease Commencement Date of such Schedule and shall end on the
Expiration Date.

     (b)  Rent shall be paid to Lessor by wire transfer of
immediately available funds to:  any account as Lessor may direct
in writing and otherwise as provided in the applicable Schedule;
and shall be effective upon receipt.  Payments of Rent shall be in
the amount set forth in, and due in accordance with, the provisions
of the applicable Schedule. In no event shall any Rent payments be
refunded to Lessees.  If Rent is not paid within ten (10) days of
its due date, Lessees agree to pay a late charge of Five Cents
($0.05) per dollar on, and in addition to, the amount of such Rent,
but not exceeding the lawful maximum, if any.  On the Lease
Commencement Date for each Schedule, Lessees shall pay to Lessor a
funding fee in an amount equal to 1.25% of the Capitalized Lessor's
Cost with respect to the Equipment described in such Schedule.  All
payments due under this Agreement, whether or not specifically
denominated as Rent shall be collectible in the same manner as
Rent.


III. TAXES:

     Lessees shall have no liability for taxes, fees, assessments
or the like imposed, assessed or levied by the United States of
America or any State or political subdivision thereof or against
Lessor which are on, measured by the net income or corporate
existence of Lessor.  Except as provided above, Lessees shall
report (to the extent that it is legally permissible) and pay
promptly all other taxes, fees and assessments due, imposed,
assessed or levied against any Equipment (or the purchase,
ownership, delivery, leasing, possession, use or operation
thereof), this Agreement (or any rentals or receipts hereunder),
any Schedule, Lessor or Lessees by any foreign, federal, state or
local government or taxing authority during or related to the term
of this Agreement, including, without limitation, all license and
registration fees, and all sales, use, personal property, excise,
gross receipts, franchise, stamp or other taxes, imposts, duties
and charges, together with any penalties, fines or interest thereon
(all hereinafter called "Taxes") provided, however,  Lessor will,
if requested by either Lessees, promptly provide to such Lessee the
Resale Exemption Certificates for the appropriate states that
relate to the purchase of the Equipment, and the relevant Lessee
will, if requested by Lessor, provide to Lessor the Manufacturer's
Exemption Certificates for the appropriate states.  Lessees shall
(i) reimburse or pay Lessor upon receipt of written request for
reimbursement or payment for any Taxes charged to or assessed
against Lessor and paid by Lessor, provided Lessor shall provide
Lessees with written notice of any such charge or assessment
together with the notice relating thereto received by Lessor, (ii)
on request of Lessor, submit to Lessor written evidence of Lessees'
payment of Taxes, (iii) on all reports or returns show the
ownership of the Stella Equipment by Stella and ownership of the
Metz Equipment by Metz, and (iv) send a copy of all reports or
returns pertaining to personal property taxes to Lessor. Lessor
agrees that (i) Lessees, if permitted under applicable law, will
have the right to file for a refund of any such Taxes levied,
imposed or paid in the State of California or the State of Nebraska
with respect to any Equipment (or the purchase, ownership,
delivery, leasing, possession, use or operation thereof), (ii)
Lessor shall assist Lessees with respect to any such filing (made
at Lessee's cost and expense) including, but not limited to, making
the filing in either of Lessee's names, provided Lessees indemnify
Lessor therefor; and (iii) that, provided no Default exists
hereunder at the time the refund is received, Lessees shall have
the sole and exclusive right to any such refund received without an
additional increase in rent or payment of any nature to the Lessor.
If a Default exists as provided above, Lessor shall receive such
refund, and the refund shall be held until applied to any amounts
due from Lessees to Lessor.

IV. REPORTS:

     (a)  Lessees will notify Lessor in writing, within ten (10)
days after any tax or other lien shall attach to any Equipment, of
the full particulars thereof and of the location of such Equipment
on the date of such notification.

     (b)  Each Lessee's fiscal year is on a calendar year basis.
Lessees will deliver to Lessor, within ninety (90) days of the
close of each fiscal year of Lessee, the report on Form 10-K for
each of Specialty Foods Corporation ("SFC") and Specialty Foods
Acquisition Corporation ("SFAC").  Lessees will deliver to Lessor
quarterly, within forty-five (45) days of the close of each fiscal
quarter of Lessees, the report on Form 10-Q for each of SFC and
SFAC.  Lessees will deliver to Lessor, as soon as available, but in
any event not later than 45 days after the end of each month in
each fiscal year of SFC, the unaudited consolidated and
consolidating balance sheets of SFC and its operating subsidiaries
(including Stella and Metz ) as at the end of each month and the
related unaudited (x) consolidated and consolidating statements of
operations of SFC and its operating subsidiaries (including Stella
and Metz ) for such month and the portion of the fiscal year
through the end of such month, and (y) statements of changes in
stockholder's equity and cash flows of SFC for the portion of the
fiscal year through the end of such month, certified by the chief
financial officer or controller of SFC as being fairly stated in
all material respects (subject to normal year-end audit
adjustments) (such balance sheets and statements, together with the
above-referenced reports on Form 10-K and Form 10-Q are
collectively referred to herein as the "Financial Statements").  In
addition, Lessees shall provide to Lessor the updated consolidated
financial projections of SFC on or before December 1 of each year,
or at any other time SFC is required to deliver or voluntarily
delivers such projections to the creditor under the Credit
Agreement (as hereinafter defined).  All such financial statements
shall be complete and correct in all material respects and shall be
prepared in reasonable detail and (other than the financial
projections referred to above) in accordance with generally
accepted accounting principles ("GAAP") applied consistently
throughout the periods reflected therein and with prior periods
(except as approved by such accountants or officer, as the case may
be, and disclosed therein), except that the monthly financial
statements provided above shall only be consistent with GAAP in all
material respects and shall not be required to include footnotes.

     (c)  Lessees will permit Lessor to inspect the Equipment and
all maintenance and other records with respect thereto during
normal business hours upon reasonable notice.

     (d)  Lessees will keep the Equipment described on Equipment
Schedules at the Equipment Location (specified in the applicable
Schedule) within the Continental United States and will not move
any of the Equipment from the Equipment Location without the prior
written consent of Lessor, which consent shall not unreasonably be
withheld, conditioned or delayed. Upon Lessor's request, Lessees
promptly will notify Lessor in writing of the location of any
Equipment as of the date of such notification.

     (e)  Lessees will promptly and fully report to Lessor in
writing if any piece or unit of Equipment is lost or damaged and
the aggregate estimated replacement or repair costs would exceed
$100,000.

     (f)  Lessees will promptly and fully report to Lessor in
writing the occurrence of any Environmental Emission from any of
the Equipment which requires notice to any governmental entity
pursuant to Environmental Laws or which result in an Environmental
Claim.

     (g)  Lessees will notify Lessor of the occurrence of any
Default or event which, after the giving of notice or lapse of time
(or both) could become such a Default, promptly after senior
management becomes aware of such occurrence.  For purposes of this
section, senior management shall be deemed to be each of Lessee's
Chief Executive Officer, Chief Operating Officer, and their direct
reports.

     (h)  Within forty-five (45) days after the close of each of
Lessee's fiscal quarter and, in addition, upon any request by
Lessor each Lessee will furnish a certificate of an authorized
officer of such Lessee stating that such officer has reviewed the
activities of such Lessee and that, to the best of such officer's
knowledge, there exists no Default (as hereinafter defined) or
event which, with the giving of notice or the lapse of time (or
both), would become a Default.


V. DELIVERY, USE AND OPERATION:

     (a)  The parties acknowledge that this transaction relating to
Equipment described on Equipment Schedules is a sale/leaseback
transaction, and that the Stella Equipment is in Stella's
possession as of the Lease Commencement Date and the Metz Equipment
is in Metz' possession as of the Lease Commencement Date.

     (b)  Lessees agree that the Equipment will be used by the
relevant Lessee solely in the conduct of its business and in a
manner complying in all material respects with all applicable
Federal, state, and local laws and regulations and any applicable
insurance policies and which does not result in any Environmental
Loss, and Lessees shall not discontinue use of the Equipment.
Lessees will allow only qualified personnel selected, employed
(directly or as independent contractors) and controlled by Lessees
to operate the Equipment.

     (c)  Lessees will keep the Equipment free and clear of all
liens and encumbrances other than (i) those which result from acts
of Lessor and (ii) liens for fees, taxes, levies, duties or other
governmental charges of any kind, liens of mechanics, materialmen,
laborers, employees or suppliers and similar liens arising by
operation of law incurred by either Lessee in the ordinary course
of business for sums that are not yet delinquent or are being
contested in good faith by negotiations or by appropriate
proceedings which suspend the collection thereof (provided,
however, that such proceedings do not involve any substantial
danger (as determined in Lessor's sole reasonable discretion) of
the sale, forfeiture or loss of the Equipment or any interest
therein).  Lesse will defend, at its own expense, Lessor's interest
in the Equipment from such liens and encumbrances and will notify
Lessor immediately upon receipt of notice of any lien or
encumbrance.


VI. SERVICE:

     (a)  Stella will, at its sole expense, maintain each unit of
Stella Equipment in good operating order, repair, condition and
appearance in accordance with manufacturer's recommendations in all
material respects and consistent with and customary to industry
practice, normal wear and tear excepted.  In addition, Stella will:
maintain the Stella Equipment in a similar manner and fashion as if
the Stella Equipment were owned by Stella; maintain the Equipment
under a preventive maintenance program by qualified personnel,
including Stella's employees who possess a working knowledge of the
mechanical operation of the Stella Equipment, including electrical
systems, motors, drives, controls, accessories, lubricants and all
other items necessary to make the machinery operate substantially
in accordance with its manufacturer's original specifications; have
any repairs made to the Stella Equipment in a professional and
workmanlike manner; have the Stella Equipment meet in all material
respects all local, state, and Federal laws, regulations and codes
that regulate the use and operation of such Equipment and will not
contribute to or be used in any way as to directly or indirectly
violate in any material respect any local, state or Federal law,
including Food and Drug Administration and Environmental Protection
Agency; and maintain a maintenance log on the Stella Equipment
showing all routine and non-routine maintenance and repairs.  The
log shall list in summary form maintenance, repairs or
modifications performed on the Stella Equipment, the date of any
and all such service and by whom the service was performed.  This
log shall be made available to the Lessor at its request during
normal working hours of Stella Foods, Inc.  Stella shall, if at any
time reasonably requested by Lessor, affix in a prominent position
on each unit of Stella Equipment plates, tags or other identifying
labels showing the interest therein of Lessor.

     (b)  Metz will, at its sole expense, maintain each unit of
Metz Equipment in good operating order, repair, condition and
appearance in accordance with manufacturer's recommendations in all
material respects and consistent with and customary to industry
practice, normal wear and tear excepted.  In addition, Metz will:
maintain the Metz Equipment in a similar manner and fashion as if
the Metz Equipment were owned by Metz; maintain the Metz Equipment
under a preventive maintenance program by qualified personnel,
including Metz' employees who possess a working knowledge of the
mechanical operation of the Metz Equipment, including electrical
systems, motors, drives, controls, accessories, lubricants and all
other items necessary to make the machinery operate substantially
in accordance with its manufacturer's original specifications; have
any repairs made to the Metz Equipment in a professional and
workmanlike manner; have the Metz Equipment meet in all material
respects all local, state, and Federal laws, regulations and codes
that regulate the use and operation of such Metz Equipment and will
not contribute to or be used in any way as to directly or
indirectly violate in any material respect any local, state or
Federal law, including Food and Drug Administration and
Environmental Protection Agency; and maintain a maintenance log on
the Metz Equipment showing all routine and non-routine maintenance
and repairs.  The log shall list in summary form maintenance,
repairs or modifications performed on the Metz Equipment, the date
of any and all such service and by whom the service was performed.
This log shall be made available to the Lessor at its request
during normal working hours of Metz Baking Company.  Metz shall, if
at any time reasonably requested by Lessor, affix in a prominent
position on each unit of Metz Equipment plates, tags or other
identifying labels showing the interest therein of Lessor.

     (c)  Neither Metz nor Stella, as the case may be, will,
without the prior consent of Lessor, which consent shall not be
unreasonably withheld, conditioned or delayed, affix or install any
accessory, equipment or device on any Stella Equipment or Metz
Equipment, as the case may be, if such addition will impair the
value, originally intended function or use of such Equipment.  All
additions, repairs, parts, supplies, accessories, equipment, and
devices furnished, attached or affixed to any Equipment which are
not readily removable shall be made only in compliance in all
material respects with applicable law, shall be free and clear of
all liens, encumbrances or rights of others, and shall become the
property of Lessor.  Neither Metz nor Stella, as the case may be,
will, without the prior written consent of Lessor (such consent
shall not be unreasonably delayed or withheld) and subject to such
conditions as Lessor may impose for its protection, affix or
install any Stella Equipment or Metz Equipment, as the case may be,
to or in any other personal or real property.

     (d)  Any alterations or modifications to the Equipment that
may, at any time during the term of this Agreement, be required to
comply with any applicable law, rule or regulation shall be made at
the expense of Lessees.


VII.      STIPULATED LOSS VALUE:

     Lessees shall promptly and fully notify Lessor in writing if
any unit of Equipment shall be or become worn out, lost, stolen,
destroyed, irreparably damaged in the reasonable determination of
Lessees, or permanently rendered unfit for use from any cause
whatsoever including, but not limited to, the exercise of eminent
domain or condemnation rights (such occurrences being hereinafter
called "Casualty Occurrences").  On the rental payment date next
succeeding a Casualty Occurrence (the "Payment Date"), Lessees
shall either (as selected by Lessees):

     (a)  replace the unit of Equipment having suffered the
Casualty Occurrence with equipment of comparable make and model,
having an equal or greater value, utility and remaining useful life
assuming that such Equipment has been maintained in accordance with
the provisions of this Agreement (as reasonably determined by
Lessor for all Equipment other than Equipment having an aggregate
value of less than $100,000), free and clear of all liens and
encumbrances, and shall deliver to Lessor a bill of sale, an
Equipment Schedule, such Uniform Commercial Code financing
statements or statements of amendment and such other documents,
instruments, filings and/or certificates as reasonably may be
required by Lessor with respect to such replacement Equipment; or

     (b)  pay Lessor the sum of (x) the Stipulated Loss Value of
such unit calculated in accordance with Annex D to the applicable
Schedule as of the rental payment date next preceding such Casualty
Occurrence ("Calculation Date"); and (y) all Rents, rental and
other amounts which are due hereunder as of the Payment Date.  Upon
payment of all sums due hereunder, the Term of this lease as to
such unit shall terminate and (except in the case of the loss,
theft or complete destruction of such unit) Lessor shall be
entitled to recover possession of such unit.


VIII.     LOSS OR DAMAGE:

     Lessees hereby assume and shall bear the entire risk of any
loss, theft, damage to, or destruction of, any unit of Equipment
from any cause whatsoever unless caused by the gross negligence or
willful misconduct of Lessor.


IX.   INSURANCE:

     Lessees agree, at their own expense, to keep all Equipment
insured for such amounts as specified in Paragraph D of the
applicable Equipment Schedule and against such hazards as  are
customary in industry practice, including, but not limited to,
insurance for damage to or loss of such Equipment and liability
coverage for personal injuries, death or property damage, with
Lessor named as additional insureds and, stating that said
insurance is primary to any other valid and collectible insurance
available to Lessor and, only with respect to property insurance
and boiler and machinery coverage, with a loss payable clause
solely in favor of Lessor (provided the proceeds therefrom shall be
distributed in accordance with the terms of this Agreement), as its
interest may appear, irrespective of any breach of warranty or
other act or omission of Lessees.  The limits of liability for said
policies and additional provisions required for said policies are
listed in the applicable Equipment Schedule and are to be complied
with by Lessee.  All such policies shall contain terms which are
customary in the industry and shall be with companies reasonably
satisfactory to Lessor provided any insurer with a rating of B+ or
better from A. M. Best shall be satisfactory to Lessor.  Lessees
agree to deliver to Lessor evidence of insurance reasonably
satisfactory to Lessor.  No insurance shall be subject to any
co-insurance clause.  Upon and during the continuance of a Default
Lessees appoint Lessor as Lessees' attorney-in-fact to make proof
of loss and claim for insurance, and to make adjustments with
insurers and to receive payment of and execute or endorse all
documents, checks or drafts in connection with payments made as a
result of such insurance policies; otherwise Lessees shall be
responsible for such matters.  In the event Lessor is responsible
for such matters, any documented expense of Lessor in adjusting or
collecting insurance shall be borne by Lessees, including any
deductible assessment.  Lessees will not make adjustments with
insurers except (i) with respect to claims for damage to any unit
of Equipment where the repair costs do not exceed $200,000, or (ii)
with Lessor's written consent (which consent shall not be
unreasonably withheld, conditioned or delayed).  Said policies
shall provide that the insurance may not be altered or canceled by
the insurer until after thirty (30) dayswritten notice to Lessor.
Upon and during the continuance of a Default Lessor may, at its
option, apply proceeds of insurance, in whole or in part, to (i)
repair or replace Equipment or any portion thereof, or (ii) satisfy
any obligation of Lessees to Lessor hereunder; otherwise, the
insurance proceeds received as a result of a Casualty Occurrence
shall be applied as directed by Lessees in accordance with Section
VII hereof either to Lessee's obligations to make the payments
contemplated by subsection (b) or to reimburse Lessee for the costs
of any replacement or repair.


X.    RETURN OF EQUIPMENT:

     (a)   Upon any expiration or termination of this Agreement or
any Schedule, Lessees shall promptly, at their own cost and
expense: (i) perform any testing and repairs required to place the
affected units of Equipment in the same condition and appearance as
when received by Lessees (reasonable wear and tear excepted) and in
good working order for their originally intended purpose; (ii) if
deinstallation, disassembly or crating is required, cause such
units to be deinstalled, disassembled and crated by an authorized
manufacturer's representative or such other service person as is
reasonably satisfactory to Lessor; (iii) return such units, free
and clear of all liens and encumbrances, to a location anywhere
within a two hundred and fifty (250) mile radius of the location
where the Equipment is, as Lessor shall direct; and (iv) satisfy
the requirements of Annex E to the applicable Schedule.

     (b)   Until Lessees have fully complied with the requirements
of Paragraph (a) above, Lessees' Rent payment obligation and all
other obligations under this Agreement shall continue from month to
month notwithstanding any expiration or termination of the Term.
Lessor may terminate such continued leasehold interest upon ten
(10) days' notice to Lessees.  In addition to these rents, Lessor
shall have all of its other rights and remedies available as a
result of this nonperformance.

     (c)  Lessee hereby waives all claims for damage or liability
in connection with Lessor's entry onto any premises where Equipment
is located to take possession of the Equipment, except to the
extent caused soley by the gross negligence or willful misconduct
of Lessor.


Xl.   DEFAULT:

     (a)   Lessor may in writing declare this Agreement in default
("Default") if: (1) Lessees breach their obligation to pay Rent or
any other sum when due; (2) Lessees breach any of their insurance
obligations under Section IX hereof and (3) Lessees breach any of
their other obligations hereunder and fails to cure that breach
within thirty (30) days after written notice thereof or Lessees
breach any of their obligations under any Premises Lease or
Sublease executed between Lessor and either Lessee from time to
time, and Lessees fail to cure such breach before the expiration of
the applicable cure or grace periods; (4) any representation or
warranty made by either Lessee in connection with this Agreement
shall be false or misleading in any material respect; (5) either
Lessee becomes insolvent or ceases to do business as a going
concern; (6) a petition is filed by or against either Lessee under
any bankruptcy or insolvency laws and, if such petition is filed
against either Lessee, such petition is not dismissed within forty-
five (45) days; (7) either Lessee shall have terminated its
corporate existence, consolidated with, merged into, or conveyed or
leased substantially all of its assets as an entirety to any person
(such actions being referred to as an "Event") unless Lessees
provide Lessor thirty (30) days' prior written notice of such Event
and on or prior to such Event: (x) such person is organized and
existing under the laws of the United States or any state, and
executes and delivers to Lessor an agreement containing an
effective assumption by such person of the due and punctual
performance of this Lease; and (y) Lessor is reasonably satisfied
as to the creditworthiness of such person; (8) there occurs a
default after expiration of any applicable cure periods under any
guaranty executed in connection with this Agreement;  (9) if SFC is
in default under the Term Loan Agreement dated as of July 17, 1995,
as amended, or any replacement or refinancing of such credit
agreement (collectively, the "Credit  Agreement"), and the creditor
thereunder has accelerated the obligations thereunder, or if either
Lessee is in default under any obligation in excess of $10,000,000
for borrowed money, for the deferred purchase price of property or
any lease agreement and the creditor thereunder has
accelerated the obligations thereunder; or (10) either Lessee
ceases to be a wholly-owned subsidiary of SFC.  Any default under
the terms of this or any other agreement between Lessor and either
Lessee may be declared by Lessor a default under this and any such
other agreement.  Any provision of this Agreement to the contrary
notwithstanding, Lessor may exercise all rights and remedies
hereunder independently with respect to each Schedule, but a
declaration of Default shall apply to all Schedules except as
specifically excepted by Lessor.  Lessees acknowledge that a
default in or failure to comply with any of its obligations under
the Agreement by either Lessee shall be deemed a default or failure
by both Lessees.  Each Lessee hereby waives any requirement that a
notice from Lessor not become effective until a period of days has
elapsed.

     (b)   After Default and during the continuance thereof, at the
request of Lessor, Lessees shall comply with the provisions of
Section X(a) hereof.  After Default and during the continuance
thereof, Lessees hereby authorizes Lessor to enter, with or without
legal process, any premises where any Equipment is located and take
possession thereof in accordance with applicable law.  After
Defaultand during the continuance thereof, Lessees shall, without
further demand, forthwith pay to Lessor (i) as liquidated damages
for loss of a bargain and not as a penalty, the Stipulated Loss
Value of the Equipment (calculated in accordance with Annex D to
the applicable Schedule(s) as of the Rent Payment Date next
preceding the declaration of default), and the Make Whole Amount
and (ii)all Rent and other sums then due hereunder.  Lessor may,
but shall not be required to, sell the Equipment at private or
public sale, in bulk or in parcels, with or without notice, and
without having the Equipment present at the place of sale; or
Lessor may, but shall not be required to, lease, otherwise dispose
of or keep idle all or part of the Equipment; and Lessor may use
the relevant Lessee's premises, subject to the Premises Lease, for
any or all of the foregoing without liability for rent, costs,
damages or otherwise.  The proceeds of sale, lease or other
disposition, if any, shall be applied in the following order of
priorities: (1) to pay all of Lessor's costs, charges and expenses
incurred in taking, removing, holding, repairing and selling,
leasing or otherwise disposing of Equipment; then, (2) to the
extent not previously paid by Lessees, to pay Lessor all sums due
from Lessees hereunder then, (3) to reimburse to Lessees any sums
previously paid by Lessees as liquidated damages; and (4) any
surplus shall be retained by Lessor. Lessees shall pay any
deficiency in clauses (1) and (2) forthwith.

     (c)  In addition to the foregoing rights, after Default and
during the continuance thereof Lessor may cancel the lease as to
any or all of the Equipment.

     (d)  Separate suits may be brought to collect any damages for
any periods, and such suits shall not in any manner prejudice
Lessor's right to collect any such damages for any subsequent
period, or Lessor may defer any such suits until after the
expiration of the Term, in which event the right to bring the suits
shall not be deemed to have occurred until the end of the Term.

     (e)  Upon Default and during the continuance thereof, Lessor
may, as a matter of right and without notice to Lessee and without
regard to the value of the Equipment or the solvency of Lessees,
apply to any court having jurisdiction to appoint a receiver or
receivers of the Equipment.  Any such receiver shall have all of
the usual powers of receivers in similar cases, all of the powers
and duties of Lessor in case of entry, and shall continue to have
such powers until confirmation of the sale of the Equipment, unless
such receivership is sooner terminated.

     (f)   The foregoing remedies are cumulative, and any or all
thereof may be exercised in lieu of or in addition to each other or
any remedies at law, in equity, or under statute.  Lessees waive
notice of sale or other disposition (and the time and place
thereof), and the manner and place of any advertising.  If
permitted by law, Lessees shall pay reasonable attorney's fees
actually incurred by Lessor in enforcing the provisions of  this
Lease, the Premises Leases and Subleases and any ancillary
documents.  Waiver of any Default shall not be a waiver of any
other or subsequent default.


XII.      ASSIGNMENT:

     (a)   LESSEES SHALL NOT ASSIGN, MORTGAGE, SUBLET OR
HYPOTHECATE ANY EQUIPMENT OR THE INTEREST OF EITHER LESSEE
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR (SUCH CONSENT
SHALL NOT BE UNREASONABLY DELAYED OR WITHHELD).

     (b)   Lessor may, without the consent of either Lessee, assign
this Agreement or any Schedule, or the right to enter into any
Schedule.  Lessees agrees that they will, jointly and severally,
pay all Rent and other amounts payable under each Schedule to the
Lessor named therein; provided, however, if Lessees receive written
notice of an assignment from Lessor, Lessees will pay all Rent and
other amounts payable under any assigned Schedule to such assignee
or as instructed by Lessor.  Each Schedule, incorporating by
reference the terms and conditions of this Agreement, constitutes a
separate instrument of lease, and the Lessor named therein or its
assignee shall have all rights as "Lessor" thereunder separately
exercisable by such named Lessor or assignee as the case may be,
exclusively and independently of Lessor or any assignee with
respect to other Schedules executed pursuant hereto.  Without
limiting the generality of the foregoing, the grant of the security
interest in Section XVII hereof, shall as it relates to the
Equipment leased under each Schedule (and to the proceeds and other
collateral referred to in Section XVII), be deemed to have been
granted solely to the Lessor named therein or to its assignee, as
applicable and such Equipment (and other related collateral) shall
not be deemed to collateralize Lessee's obligations under any of
the Schedules to which such named Lessor or assignee, as the case
may be, is not a party. Lessees further agree to confirm in writing
receipt of a notice of assignment as reasonably may be requested by
assignee.  Lessees hereby waive and agree not to assert against any
such assignee any defense, set-off, recoupment claim or
counterclaim which Lessees have or may at any time have against
Lessor or any other person for any reason whatsoever.
Notwithstanding the foregoing, Lessees hereby reserve its right to
bring any such defense, set-off, recoupment claim or counterclaim
in a separate cause of action against the originally named Lessor.

     (c)  Subject always to the foregoing, this Agreement inures to
the benefit of, and is binding upon, the successors and assigns of
the parties hereto.


XIII.      NET LEASE; NO SET-OFF, ETC.:

     This Agreement is a net lease.  Lessees' obligation to pay
Rent and other amounts due hereunder shall be absolute and
unconditional.  Lessees shall not be entitled to any abatement or
reductions of, or set-offs against, said Rent or other amounts,
including, without limitation, those arising or allegedly arising
out of claims (present or future, alleged or actual, and including
claims arising out of strict tort or negligence of Lessor) of
Lessees against Lessor under this Agreement or otherwise.  This
Agreement shall not terminate and the obligations of Lessees shall
not be affected by reason of any defect in or damage to, or loss of
possession, use or destruction of, any Equipment from whatsoever
cause.  It is the intention of the parties  that Rents and other
amounts due hereunder shall continue to be payable in all events in
the manner and at the times set forth herein unless the obligation
to do so shall have been terminated pursuant to the express terms
hereof.


XIV.      INDEMNIFICATION:

     (a)   Lessees, jointly and severally, hereby agree to defend,
indemnify, save and keep harmless Lessor and its affiliates and any
of their shareholders, directors, and officers, and any of their
its agents, employees, successors and assigns (hereinafter referred
to as "Indemnified Party"), from and against any and all losses,
damages, penalties, injuries, claims, actions and suits, including
reasonable legal expenses, of whatsoever kind and nature, in
contract or tort, whether caused solely by the active or passive
negligence, partial or sole negligence of Indemnified Party or
otherwise, (but excluding gross negligence or willful misconduct,
except as respects claims involving Lessees' employees and
employees of any subsidiary of Lessee), and including, but not
limited to, any Indemnified Party's strict liability in tort,
arising out of (i) the selection, manufacture, purchase, acceptance
or rejection of Equipment, the ownership of Equipment during the
Term, and the delivery, lease, possession, maintenance, uses,
condition, return or operation of the Equipment (including, without
limitation, latent and other defects, whether or not discoverable
by any Indemnified Party or Lessees and any claim for patent,
trademark or copyright infringement or environmental damage), or
(ii) the condition of Equipment sold or disposed of after use by
Lessees, any sublessee or employees of Lessees.

     (b)  Lessees shall defend, indemnify and hold harmless any
Indemnified Party from and against any Environmental Claim or
Environmental Loss arising during the Term of this Agreement or the
ownership of the Equipment thereafter or arising after the Term of
this Agreement but allegedly resulting from actions or omissions
during the Term of this Agreement, even if the Environmental Claim
or Environmental Loss is caused in whole or in party by any
Indemnified Party.  Unless Lessees are then contesting in good
faith such Environmental Claim or Environmental Loss. or such
Lessee has set aside on its books appropriate reserves therefor,
Lessees shall fully and promptly pay, perform and discharge any
such  Environmental Claim or Environmental Loss Nothwithstanding
the foregoing, Lessees shall have no such indemnification
obligations to the extent such Environmental Claim or
Environemental Loss was caused solely by any Indemnified Party's
gross negligence or willful misconduct.
    
     (c)       All of the Indemnified Party's rights, privileges
and indemnities contained in this Section (including, but not
limited to, those which arise during or are accrued with respect to
the Term) shall survive the expiration or  other termination of
this Agreement and the rights, privileges and indemnities contained
herein are expressly  made for the benefit of, and shall be
enforceable by the Indemnified Party and its successors and
assigns.


XV.  DISCLAIMER:

     LESSEES ACKNOWLEDGE THAT IT HAS SELECTED THE EQUIPMENT WITHOUT
ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES
NOT MAKE, HAS NOT MADE, NOR SHALL IT BE DEEMED TO MAKE OR HAVE
MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED,
WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED HEREUNDER OR
ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS
OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR
OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR
TITLE.  All such risks, as between Lessor and Lessees, are to be
borne by Lessees.  Without limiting the foregoing, Lessor shall
have no responsibility or liability to Lessees or any other person
with respect to any of the following (i) any liability, loss or
damage caused or alleged to be caused directly or indirectly by any
Equipment, any inadequacy thereof, any deficiency or defect (latent
or otherwise) therein, or any other circumstance in connection
therewith; (ii) the use, operation or performance of any Equipment
or any risks relating thereto; (iii) any interruption of service,
loss of business or anticipated profits or consequential damages;
or (iv) the delivery, operation, servicing, maintenance, repair,
improvement or replacement of any Equipment, except to the extent
caused by the gross negligence or willful misconduct of Lessor or
any third party after the expiration of the Term.  If, and so long
as, no Default exists under this Lease, Lessees shall be, and
hereby are, authorized during the Term of this Lease to assert and
enforce, at Lessees' sole cost and expense, from time to time, in
the name of and for the account of Lessor and/or Lessees, as their
interests may appear, whatever claims and rights Lessor or any
Lessee may have against any Supplier of the Equipment.

     In the event the Lessees receive any amounts with respect to
any such claim against any Supplier, and such loss relates to an
impairment of the value of or damage to the Equipment, to the
extent such loss relates to such impairment or loss, Lessees shall
promptly apply such funds to repair, maintain or replace the
Equipment, and to the extent not so applied, remit such funds to
Lessor.  To the extent the proceeds received from the Supplier do
not relate to the impairment of the value of or damage to the
Equipment, such proceeds shall be retained by Lessees.


XVI.      REPRESENTATIONS AND WARRANTIES OF LESSEE:

     Stella and Metz each hereby represents and warrants to Lessor
that on the date hereof and on the date of execution of each
Schedule:

     (a)  it has full corporate power and capacity to enter into,
and perform under, this Agreement and all related documents
(together, the "Documents") and is duly qualified to do business
wherever necessary to carry on its present business and operations,
and in the jurisdiction(s) where the Equipment is or is to be
located.

     (b)  the Documents have been duly authorized, executed and
delivered by it and constitute valid, legal and binding agreements,
enforceable in accordance with their terms, except to the extent
that the enforcement of remedies therein provided may be limited
under applicable bankruptcy, insolvency, reorganization and
moratorium laws or similar laws affecting creditors' rights or
remedies and equitable defenses or principles, regardless of
whether a proceeding is sought in equity or in law.

     (c)  no approval, consent or withholding of objections is
required from any governmental authority or instrumentality with
respect to the entry into or performance by it of the Documents
except such as have already been obtained.

     (d)  entry into and performance  of the Documents will not:
(i) violate any judgment, decree, order, law or regulation
applicable to any Lessee or any provision of any Lessee's articles
of incorporation, charter or by-laws; or (ii) result in any breach
of, constitute a default under or result in the creation of any
lien, charge, security interest or other encumbrance pursuant to
any indenture, mortgage, deed of trust, bank loan or credit
agreement or other agreement or instrument (other than this
Agreement) to which any Lessee is a party.

     (e)  there are no suits or proceedings pending or threatened
in court or before any commission, board or other administrative
agency against or affecting it, which is reasonably likely to have
a material adverse effect on the ability of any Lessee to fulfill
its obligations under this Agreement.

     (f)  the Equipment accepted by it under any Certificate of
Acceptance is and will remain tangible personal property which
shall not by annexation or otherwise become part of any real
property.

     (g)  each of the Financial Statements delivered to Lessor has
been prepared in accordance with GAAP consistently applied except
as expressly provided otherwise herein, and since the date of the
most recent Financial Statement, there has been no material adverse
change.

     (h)  each Lessee is and will be at all times validly existing
and in good standing under the laws of the state of its
incorporation (specified in the first sentence of this Agreement).

     (I)  the Equipment it leases will at all times be used for
commercial or business purposes.

     (j)  immediately prior to the sale contemplated by this
Agreement, it is the owner of the Equipment which it is selling to
Lessor pursuant to this Agreement.

     (k)  the Equipment is free and clear of all liens, claims and
encumbrances, except for those which arise by operation of law.

     (l)  to the best of its knowledge, with due inquiry, there
have been no Environmental Emissions from any of the Equipment
which has resulted in an Environmental Loss.

     (m)  it has operated and maintained the Equipment in
compliance in all material respects with all applicable
Environmental Laws.

     (n)  no software, copyright or patent is necessary to operate
the Equipment in the normal course of business.

     (o)  except as disclosed in the applicable Schedule, the
premises where the Equipment is located is owned by the relevant
Lessee and it is not subject to any mortgage.


XVII.     OWNERSHIP FOR TAX PURPOSES; GRANT OF SECURITY INTEREST;
USURY SAVINGS:

     (a)  For income tax purposes, Lessor will treat Stella as
owner of the Stella Equipment and Metz as the owner of the Metz
Equipment.  Accordingly, Lessor agrees (i) to treat Stella as owner
of the Stella Equipment and Metz as the owner of Metz Equipment on
its federal income tax return, (ii) not to take actions or
positions inconsistent with such treatment on or with respect to
its federal income tax return, and not claim any tax benefits
available to an owner of the Equipment on or with respect to its
federal income tax return.  The foregoing undertakings by Lessor
shall not be violated by Lessor's taking a tax position through
inadvertence so long as such inadvertent tax position is reversed
by Lessor promptly upon its discovery.  Lessor shall in no event be
liable to Lessees if either Lessee fails to secure any of the tax
benefits available to the owner of the Equipment.

     (b)  In order to secure the prompt payment of the Rent and all
of the other amounts from time to time outstanding under and with
respect to this Agreement and the Schedules, and the performance
and observance by Lessees of all the agreements, covenants and
provisions thereof (including, without limitation, all of the
agreements, covenants and provisions of the Lease that are
incorporated therein), Stella (with respect to the Stella
Equipment) and Metz (with respect to the Metz Equipment) hereby
grant to Lessor a first priority security interest in such
Equipment leased under the Schedules, together with all additions,
attachments, accessions, accessories and accessions thereto whether
or not furnished by the supplier of the Equipment and any and all
substitutions, replacements or exchanges therefor, in each such
case in which the relevant Lessee shall from time to time acquire
an interest and any and all insurance and/or other proceeds of the
property in and against which a security interest is granted
hereunder.

     As soon as practicable, Lessee shall provide to Lessor a
Uniform Commercial Code lien search report with respect to the
Equipment described on each Schedule.  If such report reflects a
financing statement or other lien with respect to the Equipment
described on such Schedule, then Lessee shall cause such third
party interest in the Equipment to be released of record in the
applicable Uniform Commerical Code filing officer(s) within seven
days of notice thereof.

     (c)  It is the intention of the parties hereto to comply with
any applicable usury laws to the extent that any Schedule is
determined to be subject to such laws; accordingly, it is agreed
that, notwithstanding any  provision to the contrary in any
Schedule or the Lease, in no event shall any Schedule require the
payment or permit the collection of interest in excess of the
maximum amount permitted by applicable law.  If any such  excess
interest is contracted for, charged or received under any Schedule
or the Lease, or in the event that all of the principal balance
shall be prepaid, so that under any of such circumstances the
amount of interest contracted for, charged or received under any
Schedule or the Lease shall exceed the maximum amount of interest
permitted by applicable law, then in such event (1) the provisions
of this paragraph shall govern and control, (2) neither Stella,
Metz nor any other person or entity now or hereafter liable for the
payment hereof shall be obligated to pay the amount of such
interest to the extent that it is in excess of the maximum amount
of  interest permitted by applicable law, (3) any such excess which
may have been collected shall be either applied as a credit against
the then unpaid principal balance or refunded to Lessees, at the
option of the Lessor, and (4) the effective rate of interest shall
be automatically reduced to the maximum lawful contract rate
allowed under applicable law as now or hereafter construed by the
courts having jurisdiction thereof.  It is further agreed that
without limitation of the foregoing, all calculations of the rate
of interest contracted for, charged or received under any Schedule
or the Lease which are made for the purpose of determining whether
such rate exceeds the maximum lawful contract rate, shall be made,
to the extent permitted by applicable  law, by amortizing,
prorating, allocating and spreading in equal parts during the
period of the full stated term of the indebtedness evidenced
hereby, all interest at any time contracted for, charged or
received from either Lessee or otherwise by Lessor in connection
with such indebtedness; provided, however, that if any applicable
state  law is amended or the law of the United States of America
preempts any applicable state law, so that it becomes lawful for
Lessor to receive a greater interest per annum rate than is
presently allowed,  Lessees agrees that, on the effective date of
such amendment or preemption, as the case may be, the lawful
maximum hereunder shall be increased to the maximum interest per
annum rate allowed by the amended state law or the law of the
United States of America (but not in excess of the interest rate
contemplated hereunder).


XVIII.    END OF LEASE OPTIONS:

     (a)  Upon the expiration of the Term hereunder and provided
that Lessees are not then in Default under this Agreement, Lessees
shall have the right to purchase all but not less than all of the
Equipment upon the following terms and conditions:


If Lessees desire to exercise this option, Lessees shall pay to
Lessor on the last day of the Term , in addition to the scheduled
Rent (if any) then due on such date and all other sums then due
hereunder, the purchase price for the Equipment, determined as
hereinafter provided.  The purchase price of the Equipment shall be
an amount equal to the Fixed Purchase Price of such Equipment (as
specified on the relevant Schedules), plus all taxes and charges
upon sale and all other reasonable and documented expenses incurred
by Lessor in connection with such sale. Upon satisfaction of the
conditions specified in this Paragraph, Lessor will transfer all of
Lessor's interest in and to the Equipment to Stella and/or Metz, as
directed by Lessees in writing, on an AS IS, WHERE IS BASIS,
without recourse or warranty, express or implied, of any kind
whatsoever.  Lessor shall not be required to make and may
specifically disclaim any representation or warranty as to the
condition of such Equipment and other matters (except that Lessor
shall warrant that it has conveyed whatever interest it received
from Lessees in the Equipment free and clear of any lien or
encumbrance created by, through or under Lessor).  Lessor shall
execute and deliver to Lessee such Uniform Commercial Code
Statements of Termination as reasonably may be required in order to
terminate any interest of Lessor in and to the Equipment so
purchased, at Lessees' sole cost and expense.  If the Equipment is
not so purchased, it shall be returned pursuant to Paragraph (b) of
this Section.

          (b)  Return. Upon the expiration of the Term, if the
Equipment is not purchased as provided in Paragraph (a) of this
Section, Lessees shall return all of the Equipment  to Lessor upon
the following terms and conditions.  Lessees shall (i) pay to
Lessor on the last day of the  Term, in addition to the scheduled
Rent then due on such date and all other sums then due hereunder, a
terminal rental adjustment amount equal to the Fixed Purchase Price
of the Equipment, and (ii) return such Equipment to Lessor in
accordance with Section X hereof.  Thereafter, upon return of all
of the Equipment , Lessor and Lessees shall arrange for the
commercially reasonable sale, scrap or other disposition of the
Equipment. Upon satisfaction of the conditions specified in this
Paragraph (b), Lessor will transfer to the buyer, on an AS IS,
WHERE IS BASIS, without recourse or warranty, express or implied,
of any kind whatsoever, all of Lessor's interest in and to the
Equipment.  Lessor shall not be required to make and may
specifically disclaim any representation or warranty as to the
condition of the Equipment and other matters (except that Lessor
shall warrant that it has conveyed whatever interest it received in
the Equipment from Lessees free and clear of any liens or
encumbrances created by, through or under Lessor).  Lessor shall
execute and deliver to Lessees such Uniform Commercial Code
Statements as reasonably may be required in order to terminate any
interest of Lessor in and to the Equipment at Lessees' sole cost
and expense.  Upon the sale, scrap or other disposition of such
Equipment, the net sales proceeds with respect to the Equipment
sold will be paid to, and held and applied by, Lessor as follows:
Lessor shall promptly thereafter pay to Lessees an amount equal to
the Residual Risk Amount (as specified in the relevant Schedule) of
the Equipment (less all reasonable and documented costs, fees and
expenses, including storage, reasonable and necessary maintenance
and other remarketing fees incurred by Lessor in connection with
the sale, scrap, or disposition of the Equipment) plus all net
proceeds, if any, of such sale in excess of the Residual Risk
Amount of such Equipment and applicable taxes, if any.  Such
payment, if any, shall be allocated between Lessees as directed by
Lessees in writing.  In the process of the sale of the Equipment,
Lessor will use commercially reasonable efforts to obtain the
highest cash bids for the Equipment, it being understood that
Lessees are the sole beneficiaries in the event the net proceeds
from the sale exceed the Fixed Purchase Price, and that Lessees
bear the primary loss in the event the Fixed Purchase Price exceeds
the net proceeds therefrom.

          (c)  Notice of Election.  Lessees shall give Lessor
written notice of its election of the options specified in this
Section not less than one hundred eighty (180) days nor more than
three hundred sixty-five (365) days before the expiration of the
Term.  If Lessees fail timely to provide such notice with respect
to its options at the end of the Term, without further action
Lessees automatically shall be deemed to have elected to purchase
all of the Equipment pursuant to Paragraph (a) of this Section.


XIX.  MISCELLANEOUS:

     (a)  LESSEES HEREBY UNCONDITIONALLY WAIVE ITS RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF,
DIRECTLY OR INDIRECTLY, THIS LEASE, ANY OF THE RELATED DOCUMENTS,
ANY DEALINGS BETWEEN LESSEES AND LESSOR RELATING TO THE SUBJECT
MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE
RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEES AND LESSOR.
The scope of this waiver is intended to be all encompassing of any
and all disputes that may be filed in any court (including, without
limitation, contract claims, tort claims, breach of duty claims,
and all other common law  and statutory claims).  THIS WAIVER IS
IRREVOCABLE  AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LEASE,
ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.  In the
event of litigation, this Agreement may be filed as a written
consent to a trial by the court.

     (b)   Any cancellation or termination by Lessor, pursuant to
any provision of this Agreement, any Schedule, supplement or
amendment hereto, or the lease of any Equipment hereunder, shall
not release Lessees from any then outstanding obligations to Lessor
hereunder.

     (c)   Subject to Section XVII, all Equipment shall at all
times remain personal property of Lessor regardless of the degree
of its annexation to any real property and shall not by reason of
any installation in, or affixation to, real or personal property
become a part thereof.  Lessees shall obtain and deliver to Lessor
(to be recorded at Lessees' expense) from any person having an
interest in the property where the Equipment is to be located,
waivers of any lien, encumbrance or interest which such person
might have or hereafter obtain or claim with respect to the
Equipment.

     (d)   Time is of the essence of this Agreement.  Lessor's
failure at any time to require strict performance by Lessees of any
of the provisions hereof shall not waive or diminish Lessor's right
thereafter to demand strict compliance therewith.

     (e)   Lessees agree, upon Lessor's request, to execute any
instrument necessary or expedient for filing, recording or
perfecting the interest of Lessor hereunder or under the Premises
Lease and to carry out the intent and purpose of this Agreement and
the Premises Lease.

     (f)   All notices required to be given hereunder shall be in
writing, personally delivered, delivered by overnight courier
service, sent by facsimile transmission (with confirmation of
receipt), or sent by certified mail, return receipt requested,
addressed to the other party at its respective address stated above
or at such other address as such party shall from time to time
designate in writing to the other party; and shall be effective
from the date of receipt.

     (g)   This Agreement and any Schedule and Annexes thereto
constitute the entire agreement of the parties with respect to the
subject matter hereof.  NO VARIATION OR MODIFICATION OF THIS
AGREEMENT OR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS,
SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF THE PARTIES HERETO.  Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     (h)   The representations, warranties and covenants of Lessees
herein shall be deemed to survive the closing hereunder.  Lessor's
obligations to acquire specific items of Equipment shall be
conditioned upon Lessees providing to Lessor such information with
respect to each Lessee's financial condition as Lessor may
reasonably require, and Lessor being satisfied that there shall
have been no material adverse change in the business or financial
condition of Lessee from the date of execution hereof.  The
obligations of Lessees under Sections III, X, and XIV which accrue
during the term of this Agreement and obligations which by their
express terms survive the termination of this Agreement, shall
survive the termination of this Agreement.

     (i)   In case of a failure of Lessees to comply with any
provision of this Agreement, Lessor shall have the right, but shall
not be obligated, to effect such compliance, in whole or in part,
provided that Lessor has provided either Lessee three (3) business
days' prior written notice of its intention to effect such
compliance prior to Lessor's exercise of this right unless Lessor
determines that Lessees' failure materially and adversely affects
the value or utility of the Equipment or Lessor's rights and
interests therein or available remedies.  All moneys spent and
expenses and obligations incurred or assumed by Lessor in effecting
such compliance (together with interest thereon at the rate
specified in Paragraph (j) of this Section) shall constitute
additional Rent due to Lessor within five (5) days after the date
Lessor sends notice to either Lessee requesting payment.  Lessor's
effecting such compliance shall not be a waiver of Lessee's
default.

     (j)   Any Rent or other amount not paid to Lessor when due
hereunder shall bear interest, both before and after any judgment
or termination hereof, at the lesser of eighteen percent (18%) per
annum or the maximum rate allowed by law.

     (k)   Any provisions in this Agreement and any Schedule which
are in conflict with any statute, law or applicable rule shall be
deemed omitted, modified or altered to conform thereto.

     (I)   So long as no Default shall have occurred and be
continuing hereunder, and conditioned upon Lessees performing all
of the covenants and conditions hereof, as to claims of Lessor or
persons claiming under Lessor, Lessees shall peaceably and quietly
hold, possess and use the Equipment during the Term of this
Agreement subject to the terms and conditions hereof.

     (m)   Whether or not any Equipment is leased hereunder,
Lessees shall pay (i) upon execution of the Initial Schedule and
(ii) thereafter upon demand as additional Rent hereunder all
reasonable documented transaction expenses including, but not
limited to, expenses of counsel, due diligence, appraisals, lien
searches, Uniform Commercial Code and/or Estoppel/Waiver Agreement
and/or Lease Option Agreement or premises lease filing fees, and
field audits and (iii) all reasonable costs and expenses, including
expenses of counsel, incurred in connection herewith or the
enforcement of any provision hereof or any related agreement.


XX.   CHOICE OF LAW; JURISDICTION:

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS
(WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE),
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
REGARDLESS OF THE LOCATION OF THE EQUIPMENT.  The parties agree
that any action or proceeding arising out of or relating to this
Agreement may be commenced in any United States District Court in
the State of Illinois.


XXI.      CHATTEL PAPER:

     To the extent that any Schedule would constitute chattel
paper, as such term is defined in the Uniform Commercial Code as in
effect in any applicable jurisdiction, no security interest therein
may be created through the transfer or possession of this Agreement
in and of itself without the transfer or possession of the original
of a Schedule executed pursuant to this Agreement and incorporating
this Agreement by reference; and no security interest in this
Agreement and a Schedule may be created by the transfer or
possession of any counterpart of the Schedule other than the
original thereof, which shall be identified as the document marked
"Original" and all other counterparts shall be marked "Duplicate".


XXII.     EARLY PURCHASE OPTION:

     Lessees may, so long as no Default exists hereunder, at any
time during the Term, elect to purchase all (but not less than all)
of the Equipment described on all Schedules executed hereunder as
of a Rent Payment Date ("Early Purchase Date") upon at least ten
(10) days' prior written irrevocable notice to Lessor.

     If Lessees elect to purchase the Equipment as provided above,
on the Early Purchase Date, Lessees shall pay to Lessor the
purchase price for the Equipment, determined as hereinafter
provided.  The purchase price of the  Equipment shall be an amount
equal to the sum of (A) the Termination Value (calculated as of the
Early Purchase Date) for the Equipment, plus (B) all taxes and
charges upon sale, plus (C) all Rent and other sums due and unpaid
as of the Termination Date, plus (D) the Make Whole Amount, plus
(E) if the Termination Date is before the eighth (8th) Rent Payment
Date, an amount equal to three percent (3%) of such Termination
Value.  Upon satisfaction of the conditions specified in this
Paragraph, Lessor will transfer, on an AS IS WHERE IS BASIS,
without recourse or warranty, express or implied of any kind
whatsoever, all of Lessor's interest in and to the Equipment to
Stella and/or Metz as directed by Lessees in writing.  Lessor shall
not be required to make and may specifically disclaim any
representation or warranty as to the condition of such Equipment
and other matters (except that Lessor shall warrant that it has
conveyed whatever interest it received in the Equipment from Lessee
free and clear of any lien or encumbrance created by, through or
under Lessor.  Lessor shall execute and deliver to Lessees, at
Lessees' cost and expense, such Uniform Commercial Code Statements
of Termination as  reasonably may be required in order to terminate
any interest of Lessor in and to the Equipment.


XXIII. DEFINITIONS:

As used in this Agreement and all Schedules, the following terms
shall have the following meanings:

     "Adverse Environmental Condition" shall refer to (i) the
existence or the  continuation of the existence, of an
Environmental Emission (including, without limitation, a
sudden or non-sudden accidental or non-accidental
Environmental Emission), of, or exposure to, any Contaminant,
odor or audible noise in violation of any Applicable
Environmental Law, at, in, by, from or related to any
Equipment, (ii) the environmental aspect of the
transportation, storage, treatment or disposal of materials
in connection with the operation of any Equipment in
violation of any Applicable Environmental Law, or (iii) the
violation, or alleged violation, of any Environmental Law
connected with any Equipment.

     "Affiliate" shall refer, with respect to any given
Person, to any Person that directly or indirectly through one
or more intermediaries, controls, or is controlled by, or is
under common control with, such Person.

     "Applicable Treasury Yield" at any  time shall mean the yield
to maturity of United States Treasury Notes with a maturity equal
to the remaining average life of the Term as published in The Wall
Street Journal three (3) Business Days prior to the Termination
Date.  If no maturity exactly corresponds to such remaining Term,
the Applicable Treasury Yield shall be interpolated on a straight-
line basis, utilizing the yields for the two maturities which most
closely correspond to the requisite maturity.

     "Assumed Interest Rate"  for any Equipment will be the
rate set forth in the applicable Schedule.

     "Calculation Date" shall have the meaning set forth in Section
VII herein.

     "Capitalized Lessor's Cost" for any Equipment will be the
amount as set forth in Section B of the applicable Schedule.

     "Casualty Occurrences" shall have the meaning set forth in
Section VII herein.

     "Contaminant" shall refer to those substances in those
amounts which are regulated by or form the basis of liability
under any Environmental Law, including, without limitation,
asbestos, polychlorinated biphenyls ("PCBs"), and radioactive
substances.

     "Default" shall have the meaning set forth in Section XI
herein.

     "Early Purchase Date" shall have the meaning set forth in
Section XXII.

     "Environmental Claim" shall refer to any accusation,
allegation, notice of violation, claim, demand, abatement or
other order or direction (conditional or otherwise) by any
governmental authority or any Person for personal injury
(including sickness, disease or death), tangible or
intangible property damage, damage to the environment or
other adverse effects on the environment, or for fines,
penalties or restrictions, resulting from or based upon any
Adverse Environmental Condition.

     "Environmental Emission" shall refer to any actual or
threatened release, spill, omission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching
or migration into the indoor or outdoor environment, or into
or out of any of the Equipment, including, without
limitation, the movement of any Contaminant through or in the
air, soil, surface water, groundwater, or property.

     "Environmental Law" shall mean any Federal, foreign,
state or local law, rule or regulation pertaining to the
protection of the environment, including, but not limited to,
the Comprehensive Environmental Response, Compensation, and
Liability Act ("CERCLA") (42 U.S.C. Section 9601 et seq.),
the Hazardous Material Transportation Act (49 U.S.C. Section
1801 et seq.), the Federal Water Pollution Control Act (33
U.S.C. Section 1251 et seq.) the Resource Conservation and
Recovery Act (42 U.S.C. Section 6901 et seq.), the Clean Air
Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances
Control Act (15 U.S.C. Section  2601 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 Section 1361
et seq.), and the  Occupational Safety and Health Act (19
U.S.C. Section 651 et seq.), as these laws have been amended
or supplemented, and any analogous foreign, Federal, state or
local statutes, and the regulations promulgated pursuant
thereto.

     "Environmental Loss" shall mean any loss, cost, damage,
liability, deficiency, fine, penalty or expense (including,
without limitation, reasonable attorneys' fees, engineering
and other professional or expert fees), investigation,
removal, cleanup and remedial costs (voluntarily or
involuntarily incurred) and damages to, loss of the use of or
decrease in value of the Equipment arising out of or related
to any Adverse Environmental Condition.

     "Equipment"  shall mean the equipment as described in Annex A
to any schedule hereto.

     "Fixed Purchase Price" for any Equipment shall be the amount
set forth in Section B of the applicable Schedule.

     "Interim Rent" for any Equipment shall have the meaning set
forth in Section C (1) of the applicable Schedule.

     "Lease Commencement Date" shall mean the date of execution by
the relevant Lessee of the Certificate of Acceptance for such
Equipment.

     "Make Whole Amount" shall mean that amount equal to the
excess, if any, of (i) the aggregate present value as of the
Termination Date of the sum of (A) the remaining scheduled Rent
payments coming due after such date, plus (B) the full amount of
the Fixed Purchase Price that but for exercise of any early
termination option would be payable on the last Rent Payment Date
during the Term, discounted to the date of payment at the
Reinvestment Rate, over (ii) the aggregate present value as of the
Termination Date of the  sum of (A) the remaining scheduled Rent
payments, plus (B) the full amount of the Fixed Purchase Price that
but for exercise of any early termination option would be payable
on the last Rent Payment Date during the Term, discounted to the
date of payment at the Assumed Interest Rate (specified in the
applicable Schedule); provided, however, that if the Reinvestment
Rate is equal to or higher than the Assumed Interest Rate, the Make
Whole Amount shall be zero.

     "Payment Date" shall have the meaning set forth in Section VII
herein.

     "Person" shall include any individual, partnership,
corporation, trust, unincorporated organization, government or
department or agency thereof and any other entity.

     "Reinvestment Rate" shall mean the sum of (i) the Applicable
Treasury Yield plus (ii) the Spread.

     "Rent Payment Date" for any Equipment shall have the meaning
set forth in Section C (2) of the applicable Schedule.

     "Residual Risk Amount" for any Equipment shall be the amount
set forth in Section C(2) of the applicable Schedule.

     "Spread" for any Equipment shall be the amount set forth in
Section B of the applicable Schedule.

     "Stipulated Loss Value" for any Equipment shall be the amount
as set forth in Annex D to the applicable Schedule.

     "Taxes" shall have the meaning set forth in Section III
herein.

     "Term" shall have the meaning set forth in Section II herein.

     "Termination Value" for any Equipment shall be equal to the
Stipulated Loss Value, as set forth in Annex D to any applicable
Schedule.

     IN WITNESS WHEREOF, Lessees and Lessor have caused this Master
Lease Agreement to be executed by their duly authorized
representatives as of the date first above written.

     LESSOR                             LESSEES:

     SF LEASING L.L.C.                       STELLA FOODS, INC.



     By:/s/ Douglas D. Wheat                 By: /s/ Peter L.
Sereda
     Name: Douglas D. Wheat                  Name: Peter L. Sereda
     Title:VP & Treasurer                         Title: VP &
Treasurer

                                        METZ BAKING COMPANY



                                        By: /s/ Peter L. Sereda
                                        Name:  Peter L. Sereda
                                        Title:  VP & Treasurer