MASTER LEASE AGREEMENT

                                                                   
EXHIBIT 10.27

Master Lease Agreement

Lease No.: 03737

THIS MASTER LEASE AGREEMENT ("Lease") is made this 26th day of
July, 2005, by

and between PNC LEASING, LLC ("Lessor"), a subsidiary of PNC Bank,
National

Association (the "Bank"), with an address at 1000 Westlakes Dr.,
Suite 200,

Berwyn, PA 19312, and MEDIA SCIENCES, INC. ("Lessee") with its
principal place

of business at 8 Allerman Rd., Oakland, NJ 07436.

1. LEASE AGREEMENT. Lessor hereby leases to Lessee, and Lessee
hereby rents from

Lessor, all the machinery, equipment and other personal property
(individually

an "Item of Equipment" and collectively the "Equipment") described
in Schedules

of Leased Equipment which may be executed by Lessor and Lessee and
attached

hereto or incorporated herein by reference ("Schedules").
"Equipment" shall mean

the Equipment described in a specific Schedule, unless the context
clearly

indicates otherwise. The disposition of any rights or obligations
of either

party under this Lease in conjunction with any Schedule shall not
affect the

rights and/or obligations with either party under any other
Schedule, so long as

Lessee is not in default under this Lease or any Schedule. In the
event of any

such default by Lessee, Lessor may declare this Lease and any
Schedule to be in

default hereunder and Lessor may proceed with its remedies against
Lessee in

accordance with paragraph 24 herein, with respect to any particular
Schedule or

all Schedules. The terms of this Lease are also modified by any one
or more

Supplements which are attached to and which make reference to this
Lease (a

"Supplement"). A Supplement contains terms and conditions
applicable to the type

of equipment leasing product described therein. An executed
counterpart of this

Lease (including any Schedules, Supplements, amendments, addenda or
riders

thereto) or a photocopy thereof, together with an executed original
of any

numbered Schedule (marked "Lessor", if more than one counterpart of
such

Schedule is executed), shall be the original "lease" for the
Equipment described

in such Schedule and together they shall constitute a separate and
enforceable

lease. All other executed counterparts (if any) shall be marked and
considered a

"Duplicate". Facsimiles will be considered "originals" upon receipt
and

countersignature by Lessor for all evidentiary purposes including
any

requirement of a "writing" under applicable Statute of Frauds
provisions. To the

extent this Lease constitutes chattel paper, as that term is
defined in the

Uniform Commercial Code as adopted and in effect in the
Commonwealth of

Pennsylvania ("UCC"), no security interest in the Lease may be
created through

the transfer of possession of any counterpart other than Lessor's
counterpart of

the numbered Schedule.

2. TERM. The obligations under this Lease begin with Lessor's
written acceptance

and shall end upon full performance and observance of all terms,
conditions and

covenants of the Lease and any extensions. The rental term for
Equipment begins

on the date indicated on the related Schedule and shall end on the
last day of

the term stated in such Schedule. Lessee may not terminate the
Lease or any

Schedule prior to the last day of the term. Any interim rental term
shall be set

forth in any such Schedule.

3. RENT. The rent, including interim rental payments, for the
Equipment shall be

the amount stated in the applicable Schedule (the "Rent"). Rent is
an absolute

obligation of Lessee due as specified in each applicable Schedule
irrespective

of any claims, demands, set-offs, actions, suits or proceedings
that Lessee may

have or assert against Lessor or any vendor of Equipment. Rent
shall be payable

to Lessor at P.O. Box 17644 Newark, NJ 07194-7644, or at such other
place as

Lessor or its assigns may designate in writing to Lessee.

4. DELINQUENT RENT PENALTY. If any Rent or other amount due is not
paid when

due, Lessee agrees to pay a delinquent rent penalty of five percent
(5%) on the

amount of such Rent or other amount due, but not exceeding the
lawful maximum,

if any. Delinquent interest at a rate per annum equal to the rate
publicly

announced by the Bank from time to time as its prime rate shall be
payable on

demand with respect to all such delinquent amounts. Interest shall
accrue

whether or not judgment has been entered.

5. ADVANCES . Before the beginning date of the base lease term,
Lessor may in

its sole discretion make such advances, deposits and reimbursements
as may be

required for purchase of the Equipment. Before Lessor makes any
advance, Lessee

agrees to sign and deliver a Progress Payment Addendum and any
other documents

Lessor may reasonably request, such as certified resolutions,
incumbency

certificates or other evidence of authority and opinions of counsel
in form and

substance reasonably satisfactory to Lessor.

6. DELIVERY AND INSTALLATION. Lessee will select the Equipment and
the supplier,

and in reliance thereon, Lessor will order the Equipment, or Lessor
may, at its

option, accept from Lessee an assignment of any existing purchase
order. Lessor

shall not be liable for loss or damage for any reason, such as
failure of or

delay in delivery, delivery to wrong location, delivery of improper
equipment or

property other than the Equipment, defects in or damage to the
Equipment,

governmental regulations, strikes, embargoes or other causes,
circumstances or

events. If the cost of any Item of Equipment differs from the price
set forth in

the purchase order, the periodic rental shall be changed to fully
reflect any

such difference.

7. WARRANTY OF LESSEE'S QUIET POSSESSION. Lessor covenants, subject
to the

disclaimer of warranties set forth immediately below, that so long
as Lessee

faithfully performs this Lease, Lessee may quietly possess and use
the Equipment

without interference by Lessor, or by any party claiming by or
through Lessor.

8. DISCLAIMER OF WARRANTIES . LESSEE ACKNOWLEDGES AND AGREES THAT
(i) THE

EQUIPMENT AND EACH PART THEREOF IS OF A SIZE, DESIGN, CAPACITY, AND
MANUFACTURE

SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT
THE

EQUIPMENT AND EACH PART THEREOF IS SUITABLE FOR ITS RESPECTIVE
PURPOSE, (iii)

LESSOR IS NOT A MERCHANT, MANUFACTURER OR A DEALER IN PROPERTY OF
SUCH KIND,

(iv) THE EQUIPMENT AND EACH PART THEREOF IS LEASED HEREUNDER
SUBJECT TO ALL

APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR
HEREAFTER ADOPTED

AND IN THE STATE AND CONDITION WHEN THE SAME FIRST BECAME SUBJECT
TO THIS LEASE,

WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY LESSOR, AND (v)
LESSOR LEASES

THE EQUIPMENT, AS IS, WITHOUT WARRANTY OR REPRESENTATION EITHER
EXPRESS OR

IMPLIED, AS TO (A) THE CONDITION, FITNESS, DESIGN, QUALITY,
CAPACITY,

WORKMANSHIP, OPERATION, AND MERCHANTABILITY OF THE EQUIPMENT, (B)
LESSOR'S TITLE

THERETO, OR (C) ANY OTHER MATTER WHATSOEVER, IT BEING AGREED THAT
ALL SUCH

RISKS, AS BETWEEN LESSOR AND LESSEE, ARE TO BE BORNE BY LESSEE, AND
THE BENEFITS

OF ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF LESSOR ARE
HEREBY

WAIVED BY LESSEE. Lessor is not responsible or liable for any
direct, indirect,

incidental, or consequential damage to, or loss resulting from, the

installation, operation, or use of the Equipment or any product
manufactured

thereby. Lessee's recourse for breach of any representation or
warranty of the

vendor or supplier is limited to such vendor or supplier. Lessee
will be

subrogated to Lessor's claims, if any, against the manufacturer or
supplier of

the Equipment for breach of any warranty or representation and,
upon written

request from Lessee, Lessor shall take all reasonable action
requested by Lessee

to enforce any such warranty, express or implied, applicable to any
of the

Equipment, which is enforceable by Lessor in its own name,
provided, however,

that (a) Lessee is not in default and (b) Lessor shall not be
obligated to

resort to litigation n to enforce any such warranty unless Lessee
shall pay all

expenses in connection therewith. Notwithstanding the foregoing,
Lessee's

obligations to pay the rentals or otherwise under this Lease shall
be and are

absolute and unconditional. All proceeds of any such warranty
recovery from the

manufacturer or supplier of the Equipment shall first be used to
repair the

affected Equipment.

9. NATURE OF EQUIPMENT. The Equipment shall remain personal
property even if it

is affixed to any real property. Lessee shall obtain and cause to
be recorded,

where appropriate, at its own expense, from each landlord, owner,
mortgagee or

any person or entity having an encumbrance or lien upon the real
property where

any of the Equipment is located, a waiver of any lien, encumbrance
or interest

which such third party might have or hereafter obtain or claim with
respect to

the Equipment. Lessee, at its expense, will protect and defend
Lessor's title to

the Equipment and will do everything required to keep the Equipment
free and

clear of all claims, levies, liens and encumbrances. Lessor assumes
no liability

and makes no representation as to the treatment by Lessee of this
Lease, the

Equipment, or the rental payments for financial accounting or tax
purposes.

10. LESSOR'S RIGHT OF INSPECTION. Lessor, or its authorized agents,
shall have

the right during normal business hours to enter upon the premises
where the

Equipment is located for the purpose of inspection. Provided no
Event of Default

has occurred and is continuing, Lessor shall provide Lessee prior
notice of such

inspection.

11. USE OF EQUIPMENT. Lessee represents that it is leasing the
Equipment for a

business or commercial purpose and not for personal, family or
household use.

Lessee must use the Equipment in a careful and proper manner in
conformity with

(i) all statutes and regulations of each governmental authority
having

jurisdiction over Lessee and/or the Equipment and its use, and (ii)
all policies

of insurance relating to the Equipment and/or its use. In addition,
Lessee shall

not (i) use the Equipment in any manner that would impair the
applicability of

manufacturer's warranties or render the Equipment unfit for its
originally

intended use; (ii) permit anyone other than authorized and
competent personnel

to operate the Equipment; nor (iii) terminate the use of the
Equipment prior to

the last day of the term indicated in the applicable Schedule.

12. ALTERATIONS. Without Lessor's prior written consent, Lessee
shall make no

alterations, modifications or attachments to the Equipment which
impair its

economic value, economic and useful life, or functional utility.
All

alterations, modifications and attachments made to the Equipment
must be removed

without damaging the functional capabilities or economic value of
the Equipment

upon the termination of the Lease. If not so removed, they shall
automatically

become Lessor's property. Under no circumstances shall any such
alteration,

modification or attachment be subject to third party financing or
encumbered by

Lessee or result in the creation of a mechanic's or materialman's
lien, except

as may arise by operation of law pending payment within ordinary
business terms.

13. MAINTENANCE AND REPAIRS. At its expense Lessee shall maintain,
operate,

repair and make all modifications to the Equipment in accordance
with good

industry practice, manufacturer's warranty requirements and
specifications and

Lessee's established operation, maintenance and repair programs,
without

discrimination as to leased equipment, so as to keep the Equipment
in good

working order, and so as to comply with all applicable laws,
regulations or

governmental actions and so as not to incur liability (whether or
not there is a

lack of compliance) under any environmental law or otherwise
account for any

release of, or exposure to, any hazardous material. Lessor shall
not be required

to maintain, repair or replace the Equipment or part thereto and
Lessee hereby

waives the right, however arising, to (i) require Lessor to
maintain, repair or

replace any of the Equipment or part thereto, or (ii) make repairs
at Lessor's

expense pursuant to any applicable law. Lessor may review Lessee's
established

operating procedures and maintenance records to assure compliance
with this

section. Upon installation, title to replacement parts shall pass
to Lessor, and

be deemed part of the Equipment.

14. RISK OF LOSS, DAMAGE AND THEFT.

         
(a) Lessee will bear all risk of loss, damage, theft or
destruction,

partial or complete, to the Equipment from and after delivery of
the Equipment

to a carrier FOB point of origin, whether the terms of shipment
require or

authorize the Equipment to be shipped by carrier, to be delivered
to Lessee's

place or places of business, or provide that Lessee accept
possession of or

title t o the Equipment at any other location. Lessee shall
promptly notify

Lessor of any theft of or loss or damage to the Equipment.

         
(b) Neither total nor partial loss of use or possession of the

         
Equipment shall abate the rent. (c) The Equipment shall be deemed

         
subjected to total loss (i) if it has disappeared regardless of the

reason for disappearance or (ii) if it has sustained physical
damage and the

estimated cost of repair exceeds 75% of its fair market value on
the date of

damage. Lessee's duty to pay Rent for the Equipment subjected to
total loss

shall be discharged by paying to Lessor, on demand, all accrued but
unpaid Rent

for such Equipment as of the date of disappearance or damage, plus
the greater

of: (i) Lessor's book value of the Equipment, which shall be deemed
to be the

Equipment's cost as set forth in the applicable Schedule minus
straight-line

depreciation based on recognized physical life prorated to the date
of

disappearance or damage, or (ii) the fair market value of the
Equipment as of

the date of disappearance or damage. The amount of applicable
insurance

proceeds, if any, actually received by Lessor shall be subtracted
from the

amount for which Lessee is liable under this paragraph 14.

         
(d) Lessee shall cause the Equipment subjected to partial loss to
be

restored to original capability. Lessor shall, upon receiving
satisfactory

evidence of restoration, promptly pay to Lessee the proceeds of any
insurance or

compensation received by Lessor, by reason of such partial loss.

         
(e) Lessor shall not be obligated to undertake the collection of
any

claim against any person for either total or partial loss of the
Equipment.

After Lessee discharges its obligations to Lessor under either
paragraph 14(c)

or 14(d) above, Lessee may, for Lessee's own account, proceed to
recover from

third parties and shall be entitled to retain any amount recovered.
Lessor shall

supply Lessee with any necessary assignment of claim.

15. INDEMNIFICATION.

         
(a) Non-Tax Liability. Lessee agrees to indemnify each of Lessor,
its

directors, officers and employees and each legal entity, if any,
who controls

Lessor (the "Indemnified Parties") and to hold each Indemnified
Party harmless

from and against any and all claims, damages, losses, liabilities
and expenses

(including all fees and charges of internal or external counsel
with whom any

Indemnified Party may consult and all expenses of litigation or
preparation

therefor) which any Indemnified Party may incur or which may be
asserted against

any Indemnified Party in connection with or arising out of the
matters referred

to in the Lease or any related document by any person, entity or
governmental

authority (including any person or entity claiming derivatively on
behalf of

Lessee), whether (a) arising from or incurred in connection with
any breach of a

representation, warranty or covenant by Lessee, (b) the
manufacture,

installation, use, condition (including, but not limited to, latent
and other

defects and whether or not discoverable by Lessee or Lessor),
operation,

ownership, selection, delivery, leasing, removal or return of the
Equipment,

regardless of where, how and by whom operated, or (c) arising out
of or

resulting from any suit, action, claim, proceeding or governmental

investigation, pending or threatened, whether based on statute,
regulation or

order, or tort, or contract or otherwise, before any court or
governmental

authority, which arises out of or relates to the Lease or any
related document;

provided, however, that the foregoing indemnity agreement shall not
apply to

claims, damages, losses, liabilities and expenses solely
attributable to an

Indemnified Party's gross negligence or willful misconduct. The
indemnity

agreement contained in this Section shall survive the termination
of this Lease,

payment of any amounts due and assignment of any rights hereunder.
Lessee may

participate at its expense in the defense of any such action or
claim.

         
(b) Direct Tax Costs. Lessee agrees to indemnify, protect, and hold

harmless each Indemnified Party, from and against any and all
taxes, license

fees, assessments and other governmental charges, fees, fines or
penalties of

whatsoever kind or character and by whomsoever payable, which are
levied,

assessed, imposed or incurred during the lease term, (i) on or
relating to the

Equipment, including any tax on the sale, ownership, use, leasing,
shipment,

transportation, delivery or operation thereof, (ii) on the exercise
of any

option, election or performance of any obligation by Lessee
hereunder, (iii) of

the kind generally referred to in items (i) and (ii) above which
may remain

unpaid as of the date of delivery of the Equipment to Lessee
irrespective of

when the same may have been levied, assessed, imposed or incurred,
and (iv) by

reason of all gross receipts and like taxes on or measured by Rents
payable

hereunder levied by any state or local taxing authority having
jurisdiction

where the Equipment is located. Lessee agrees to comply with all
state and local

laws requiring the filing of ad valorem tax returns relating to the
Equipment.

Any statements for taxes received by Lessor shall be promptly
forwarded to

Lessee. This subparagraph shall not be deemed to obligate Lessee to
pay (i) any

taxes, fees, assessments and charges which may have been included
in Lessor's

cost of the Equipment as set forth in Schedule(s) hereto, or (ii)
any income or

like taxes against Lessor on or measured by the net income from the
Rents

payable hereunder. Lessee shall not be obligated to pay any amount
under this

subparagraph so long as it shall, at its expense and in good faith
and by

appropriate proceedings, contest the validity or the amount thereof
unless such

contest would adversely affect the title of Lessor to the Equipment
or would

subject the Equipment to forfeiture or sale. Lessee agrees to
indemnify each

Indemnified Party against any loss, claim, demand and expense
including legal

expense resulting from such nonpayment or contest.

         
(c) Indemnity Payment. The amount payable pursuant to subparagraphs

15(a) and 15(b) shall be payable upon demand of Lessor accompanied
by a

statement describing in reasonable detail such loss, liability,
injury, claim,

expense or tax and setting forth the computation of the amount so
payable.

         
(d) Survival. The indemnities and assumptions of liabilities and

obligations of this paragraph 15 shall continue in full force and
effect

notwithstanding the expiration or other termination of this Lease.

16. LESSEE'S ASSIGNMENT. Without Lessor's prior written consent,
Lessee shall

not assign, bail, sublease, hypothecate, transfer or dispose of the
Equipment or

any interest in this Lease nor impair Lessor's title to the
Equipment. No

assignment, whether or not with Lessor's consent, shall release
Lessee or any

guarantor from any of its respective obligations or otherwise
materially

adversely affect any rights or remedies of Lessor under the Lease.
Any attempted

assignment without Lessor's written consent shall be void and of no
effect.

Lessee shall not assign this Lease, nor shall this Lease or any
rights under

this Lease or in the Equipment inure to the benefit of any trustee
in

bankruptcy, receiver, creditor, or other successor of Lessee
whether by

operation of law or otherwise.

17. LESSOR'S ASSIGNMENT. All rights of Lessor hereunder in the
Rents and in the

Equipment may be assigned, pledged, mortgaged, transferred, or
otherwise

disposed of, either in whole or in part, without notice to Lessee.
No such

assignee shall be obligated to perform any duty, covenant, or
condition required

to be performed by Lessor under the terms of this Lease unless such
assignee

expressly assumes such obligations. Lessor shall remain liable to
Lessee

hereunder to perform such duty, covenant, and condition unless such
assignee

expressly assumes Lessor's obligations, in which event Lessee
hereby releases

Lessor from such obligations. Such assignee shall have all rights,
powers and

remedies given to Lessor by this Lease, and shall be named as
lender loss payee

or co-insured under all policies of insurance maintained pursuant
to paragraph

18 hereof. If Lessor assigns this Lease or the monies due or to
become due

hereunder or any other interest herein, Lessee agrees not to assert
against

Lessor's assignee any defense, set-off, recoupment, claim or
counterclaim which

Lessee may have against Lessor, whether arising under this Lease or
any other

transaction between Lessor and Lessee. Subject to paragraph 16
hereof and this

paragraph 17, this Lease inures to the benefit of, and is binding
upon the

heirs, personal representatives, successors and assigns of the
parties hereto.

18. INSURANCE. Lessee will at its own expense insure the Equipment
in compliance

with the terms and conditions of the Schedule, in form, in an
amount and subject

to deductibles, satisfactory to Lessor with insurance carriers
approved by

Lessor. The proceeds of any insurance claim due to the theft or
loss of or

damage to the Equipment shall be applied as provided in paragraph
14 hereof. In

addition to the compliance with the terms and conditions of the
Schedule and the

other terms and conditions of this paragraph 18, Lessee shall
comply with the

following conditions:

         
(a) Lessee, prior to the inception of the term, shall deliver to
Lessor

all required policies of insurance or other proper binding evidence
of

insurance, which shall be sufficiently detailed to advise Lessor of
all types of

coverage and inclusions;

         
(b) Lessee shall cause each insurer to agree by endorsement to the

policies that each insurer will give at minimum thirty (30) days'
written notice

to Lessor before any policy will be altered or cancelled for any
reason,

including Lessee's failure to pay premiums;

         
(c) All coverage must be in effect upon delivery, or when Lessee

assumes the risk of loss, whichever is earlier, and will provide
coverage

without geographic limitation;

         
(d) All policies must provide that Lessor is an additional insured
for

all aspects of general liability insurance, and is lender loss
payee for all

aspects of insurance relating to the theft or loss of or damage to
the

Equipment;

         
(e) Lessee will furnish renewal policies or renewal evidence of

insurance listing Lessor as an additional insured and lender loss
payee, as

required by this Lease, no later than thirty (30) days prior to the
expiration

of any insurance required hereby;

         
(f) Lessee appoints Lessor its attorney-in-fact to apply any
insurance

proceeds received with respect to the Equipment.

19. FURTHER ASSURANCES . Lessee agrees that if the location of any
Equipment

changes from the location listed on the applicable Schedule, or if
Lessee

changes its name or form or jurisdiction of organization (or if a
natural person

or general partnership, changes his, her or its principal
residence), or

establishes a name in which it may do business, Lessee will
immediately notify

Lessor of the additions or changes. If Lessor shall so request,
Lessee shall

execute and deliver to Lessor such documents, including UCC
financing, amendment

and continuation statements, as Lessor shall deem necessary or
desirable for

purposes of continuing this Lease or recording or filing to protect
the interest

of Lessor in the Equipment. By its signature hereon, Lessee hereby
authorizes

Lessor to execute and file against Lessee any such UCC financing,
amendment and

continuation statements. Any such filing or recording shall not be
deemed

evidence of any intent to create a security interest. All filing
fees and

expenses shall be borne by Lessee.

20. FURNISHING FINANCIAL INFORMATION. During the term of this Lease
and any

extensions or renewals hereof, Les see will furnish to Lessor:

         
(a) Within 45 days after the end of each of the first three
quarterly

periods of Lessee's fiscal year, a balance sheet, statement of cash
flows and a

statement of income of Lessee ("Financial Statements") as of the
close of such

quarterly period from the beginning of the fiscal year to the date
of such

statement, prepared in accordance with generally accepted
accounting principles,

consistently applied, and in such reasonable detail as Lessor may
request,

certified as true, complete and correct by an authorized officer of
Lessee.

         
(b) As soon as practicable, but in any event within 120 days after
the

end of each fiscal year, a copy of Lessee's annual audited
Financial Statements,

certified without qualification by an independent certified public
accountant of

recognized standing.

         
(c) In a timely manner such financial statements, reports and other

information as Lessee shall send from time to time to its
stockholders and/or

file with the Securities and Exchange Commission and/or other
materials which

Lessor shall reasonably request.

21. INCORPORATION OF COVENANTS BY REFERENCE. Any and all
affirmative, negative

and financial covenants which may be set forth in any credit
agreement, loan

agreement, promissory note, guaranty or other agreement, instrument
or document

entered into between Lessee (or any of its affiliates) as borrower
and any

affiliate of Lessor, as lender (whether directly as a lender to
Lessee or as one

lender in a bank syndicate agreeing to lend to Lessee, or as holder
of a

participation in a loan by another lender to Lessee) (the "Loan
Documents"), are

hereby incorporated herein by this reference as if set forth herein
at length,

as any of the foregoing may be amended or supplemented from time to
time (the

"Incorporated Provisions"). Any amendments, modifications, waivers
or other

changes in the terms of any of the Incorporated Provisions shall
automatically

constitute an amendment to this Lease without any need for further
action or

documentation. Notwithstanding the foregoing, any such changes to
any

Incorporated Provision which operate to waive or prevent the
occurrence of a

default or Event of Default under any Loan Document shall not be
effective

unless consented to in writing by Lessor in its sole discretion.

22. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR. If Lessee fails
to promptly

perform any of its obligations under this Lease, Lessor may perform
the same for

the account of Lessee without waiving Lessee's failure as a default
. All sums

paid or expense or liability incurred by Lessor in such performance
(including

reasonable legal fees) together with interest thereon at the
highest contract

rate enforceable against Lessee, but never at a higher rate than
fifteen percent

(15%) per annum simple interest, shall be payable by Lessee upon
demand as

additional rent.

23. EVENTS OF DEFAULT. Any of the following events or conditions
shall

constitute an event of default ("Event of Default") hereunder and
entitle

Lessor, at its option, to avail itself of the remedies more fully
set forth in

paragraph 24 hereof:

         
(a) Non-payment by Lessee of any Rent or other amount provided for
in

this Lease which continues for a period of ten (10) days following
the date when

due;

         
(b) Lessee shall (i) fail to perform any covenant or requirement

relating to insurance or environmental matters, (ii) fail to keep
the Equipment

free and clear of any claims, levies, liens and encumbrances; (iii)
fail to

prevent the Equipment from being subjected to a foreclosure or
forfeiture

proceeding, execution or attachment; or (iv) terminate the Lease or
any Schedule

prior to the last day of the term;

         
(c) Death or judicial declaration of incompetency of Lessee, if an

individual, or death or judicial declaration of incompetency of an
individual

partner or member, if Lessee is a partnership or limited liability
company;

         
(d) The filing by or against Lessee of any proceeding in
bankruptcy,

receivership, insolvency, reorganization, liquidation,
conservatorship, or

similar proceeding (and in the case of any such proceeding
instituted against

Lessee, such proceeding is not dismissed or stayed within 30 days
of the

commencement thereof, provided that Lessor shall not be obligated
to advance

additional funds during such period);

         
(e) Lessee shall make an assignment for the benefit of creditors,
or

any levy, garnishment, attachment or similar proceeding is
instituted against

any property of Lessee held by or deposited with Lessor;

         
(f) A final judgment for the payment of money in excess of $75,000
is

rendered against Lessee, or any attachment proceedings are
instituted with

respect to any significant portion of Lessee's assets or property,
and the same

shall remain undischarged for a period of thirty (30) days during
which

execution shall not be effectively stayed;

         
(g) Lessee, or any affiliate of Lessee, shall default in the
payment of

principal and/or interest when due (whether by acceleration or
otherwise) or

shall default in the performance of any obligation or indebtedness
owed to the

Bank or to any subsidiary or affiliate of the Bank (whether
directly as a lender

to Lessee or as one lender in a bank syndicate agreeing to lend to
Lessee or

Lessee's affiliate, or as holder of a participation in a loan by
another lender

to Lessee or lessee's affiliate), which obligation shall remain in
default for

lack of performance or which indebtedness shall remain unpaid and
unsatisfied

following the conclusion of any applicable grace period in respect
to such

obligation or indebtedness;

         
(h) Lessee shall make or permit any material change in the nature
of

its business as carried on as of the date hereof, in the
composition of its

current executive management, or in its equity ownership;

         
(i) Any event described in subparagraphs 23(c) through 23(h) hereof

shall occur with respect to any guarantor or any other party liable
for payment

or performance of this Lease;

         
(j) Any certificate, statement, representation, warranty or
financial

statement furnished pursuant to or in connection with this Lease by
or on behalf

of Lessee or any guarantor or other party liable for payment or
performance of

this Lease is false in any material respect at the time as of which
the facts

therein set forth were stated or certified, or omits any
substantial contingent

or unliquidated liability or claim against Lessee or any such
guarantor or other

party, or, upon the date of execution of this document or any
Schedule, there

shall have been any materially adverse change in any of the facts
disclosed by

any such certificate, statement, representation or warranty, which
shall not

have been disclosed in writing to Lessor at or prior to the time of
execution of

this document or such Schedule;

         
(k) An event of default shall have occurred under any other lease

agreement wherein Lessor is , at the time of such default, the
"lessor" and

Lessee is the "lessee";

         
(l) Lessee shall fail to perform any non-monetary covenant,
obligation,

term or condition of this Lease not described in this Paragraph 23
which failure

continues for a period of thirty (30) days following the earlier of
the date

when Lessee becomes aware of such failure or the date of written
notice thereof

to Lessee by Lessor.

24. REMEDIES . Upon the occurrence of any Event of Default
hereunder, the rights

and duties of the parties shall be as set forth in this paragraph.
Lessor may

elect, in its sole discretion, to do one or more of the following
upon the

occurrence of an Event of Default, and at any time thereafter:

         
(a) Upon written notice to Lessee, Lessor may terminate this Lease
as

to any or all of the Schedules then in effect;

         
(b) Lessor may demand that Lessee return the Equipment to Lessor

whereupon Lessee shall promptly deliver the Equipment to Lessor to
the place or

places designated by Lessor. If Lessee does not so deliver the
Equipment, Lessee

shall make the Equipment available for retaking and authorizes
Lessor, its

employees and agents to enter Lessee's premises and any other
premises (insofar

as Lessee can permit) for the purpose of retaking. In the event of
retaking,

Lessee expressly waives all rights to possession and all claims for
injuries to

persons or property suffered through or loss caused by retaking.
Any

repossession accomplished under this paragraph 24(b) shall not
release Lessee

from liability for damages of Lessor sustained by reason of
Lessee's default

hereunder.

         
(c) Lessor may revoke Lessee's privilege of paying Rent in
installments

causing acceleration of all remaining Rents through the remaining
term of the

Lease, and, upon Lessor's demand, as liquidated damages, and not as
a penalty,

Lessee shall promptly pay to Lessor the aggregate of (i) all Rent
accrued and

unpaid prior to the date of such Event of Default, (ii) all future
Rent due

through the end of the basic term or through the end of the current
renewal

term, as the case may be, (iii) all costs and expenses incurred by
Lessor in the

repossession, recovery, storage, repair, inspection, appraisal,
refurbishing,

sale, release or other disposition of the Equipment,

(iv) reasonable attorney's fees and costs, including any fees or
costs incurred

by Lessor in defending any action relating to this Lease or
participating in any

bankruptcy or insolvency proceeding to which Lessee is a party, or
otherwise

incurred due to Lessee's default, (v) the estimated residual value
of the

Equipment as of the end of the current term of the Lease, and (vi)
any claim for

indemnity, if any, in favor of Lessor hereunder. In the event that
any court

having jurisdiction shall determine that in calculating damages
hereunder as a

result of a default by Lessee that sums payable in the future under
the Lease

must be discounted to present value, the discount rate to be
applied in such

case shall equal the discount rate of the Federal Reserve Bank of
Cleveland then

in effect on the earlier of the date of entry of judgment on such
claim or the

date of payment of such sum by Lessee.

         
(d) In its sole discretion, Lessor may sell or release the
Equipment or

any part thereof, at public auction or by private sale or lease at
such time or

times and upon such terms as Lessor may determine, free and clear
of any rights

of Lessee and, if notice thereof is required by law, any notice in
writing of

such sale or lease by Lessor to Lessee given not less than ten (10)
days prior

to the date thereof shall constitute reasonable notice thereof to
Lessee. All

proceeds of the sale or releasing, or both, less (i) all expenses
incurred in

retaking the Equipment, making necessary repairs to the Equipment
and enforcing

this Lease, (ii) all damages that Lessor shall have sustained by
reason of

Lessee's default, and (iii) reasonable attorney's fees and expenses
shall be

credited against Lessee's liability hereunder as and when received
by Lessor.

Sums in excess of Lessee's liability shall belong to Lessor. Lessee
shall be

liable for any deficiency.

         
(e) If an Event of Default described in Paragraph 23(d) occurs, or
if

this Lease is rejected in any bankruptcy or other proceeding
described in that

paragraph, then this Lease and Lessor's obligation to advance any
additional

funds shall terminate automatically without the need for any
written notice from

Lessor, and Lessor at its option may treat such automatic
termination as an

exercise of any early termination, purchase option or early buyout
option set

forth in any applicable Supplement or Schedule.

         
(f) The provisions of this paragraph 24 shall not prejudice
Lessor's

right to recover or prove damages for unpaid Rent accrued prior to
default, or

bar an action for a deficiency as herein provided, and the bringing
of an action

with an entry of judgment against Lessee shall not bar Lessor's
right to

repossess any or all of the Equipment.

         
(g) Lessor's remedies shall be available to Lessor's successors and

assigns, shall be in addition to all other remedies provided to it
under the UCC

(specifically, the remedies set forth in 13 Pa. C.S. ss.ss.
2A523(a), (b) and

(c)), or by any other applicable law, and may be exercised
concurrently or

consecutively . LESSEE WAIVES ANY AND ALL RIGHTS TO NOTICE AND TO
JUDICIAL HEA

RING WITH RESPECT TO THE REPOSSESSION OF THE EQUIPMENT BY LESSOR IN
THE EVENT OF

A DEFAULT HEREUNDER BY LESSEE.

25. LESSEE REPRESENTATIONS AND WARRANTIES . In order to induce
Lessor to enter

into this Lease and to lease the Equipment to Lessee, Lessee re
presents and

warrants, as of the date hereof, and as of the date of execution of
each

Schedule hereunder, that:

         
(a) If not a natural person, Lessee is duly organized, validly
existing

and in good standing under the laws of the jurisdiction of its
organization with

full power and authority to conduct its business as such business
is presently

being conducted, to own or hold property under lease and to enter
into and

perform its obligations under this Lease. Lessee is duly qualified
to do

business and is in good standing as a foreign entity in all states
where its

failure to so qualify would have a material adverse effect on its
ability to

perform its obligations under this Lease.

         
(b) Lessee has full power and authority to enter into the
transactions

provided for in this Lease and has been duly authorized to do so by
all

necessary and appropriate action and, when executed and delivered
by Lessee,

this Lease will constitute the legal, valid and binding obligations
of Lessee,

enforceable in accordance with its terms.

         
(c) The execution, delivery, and performance by Lessee of this
Lease

and all related instruments and the consummation by Lessee of the
transactions

contemplated hereby: (i) do not require any stockholder approval or
the consent

of any trustee or holder of any indebtedness or obligation of
Lessee or any

consent, authorization, or approval of, any filing of or
registration with, or

other action in respect to any federal, state, governmental
authority or agency

(or, if so required, such approval o r consent has been obtained),
(ii) do not

and will not result in any material violation of any term of any
agreement,

instrument, judgment, decree, franchise, permit, order, law,
statute, rule, or

governmental regulation presently applicable to it, (iv) are not in
conflict

with and do not constitute a default under any of the terms or
provisions of, or

subject the leased Equipment or any part thereof to any lien of,
any indenture,

mortgage, lease, contract, or other agreement or instrument (other
than this

Lease) to which Lessee is a party or by which it or its property is
bound or

affected, and (v) do not and will not contravene Lessee's articles
of

incorporation and by-laws or other organizational documents.

         
(d) There are no pending actions or proceedings to which Lessee is
a

party, and there are no other pending or threatened actions or
proceedings of

which Lessee has knowledge, before any court, arbitrator, or
administrative

agency, which would materially adversely affect the financial
condition of

Lessee or the ability of Lessee to perform its obligation
hereunder. Further,

Lessee is not in default under any material obligations for the
payment of

borrowed money, for the deferred purchase price of property or for
the payment

of any Rent which would have the same such effect.

         
(e) Under the laws of the state(s) in which the Equipment is to be

located, the Equipment consists solely of personal property.

         
(f) Lessee's financial statements (copies of which have been
furnished

to Lessor) have been prepared in accordance with generally accepted
accounting

principles consistently applied, and accurately and completely
present Lessee's

financial condition and the results of its operations as of the
date of and for

the period covered by such statements, and since the date of such
statements

there has been no material adverse change in such conditions or
operations.

         
(g) The address stated on page one of this Lease is the chief place
of

business and chief executive office of Lessee; and Lessee does not
conduct

business under a trade, assumed, or fictitious name.

26. FINANCE LEASE.

          
(a) Acknowledgment. The Lease is intended as a "Finance Lease" as
that

term is defined in Section 2A103 of the UCC. Lessee acknowledges
that

Lessor has not selected, manufacture d or supplied the Equipment;
that

Lessor has acquired the Equipment at the direction of Lessee and
solely for

the purpose of leasing the Equipment to Lessee; and that (i) Lessee
has

selected the supplier or vendor of the Equipment, (ii) as provided
in

paragraph 8, Lessee is entitled to directly enforce against the
supplier or

vendor of the Equipment, any and all warranties and promises made
to Lessor

by the supplier or vendor, and (iii) Lessee may communicate
directly with

the vendor or supplier to obtain a complete and accurate statement
of all

such warranties or promises, including any disclaimers or
limitations

thereof.

         
(b) Waiver of Certain of Lessee's Remedies. In recognition that
this is

a Finance Lease and that Lessor has not sold, selected or delivered
the

Equipment to Lessee and has made no warranties or representations
in respect

thereto, to the extent permitted by applicable law, Lessee, for
itself and for

its successors and assigns, hereby waives any and all rights or
remedies

afforded a lessee by Sections 2A503 through 2A522 inclusive, of the
UCC,

including, without limitation, Lessee's right to (i) cancel,
terminate or

repudiate this Lease or any Schedules hereto; (ii) reject or revoke
acceptance

of the Equipment; (iii) recover damages from Lessor for any breach
of warranty

or representation in respect to the Equipment; (iv) assert any
security interest

in the Equipment in Lessee's possession or control; (v) deduct,
recoup or offset

of any claimed damages due to Lessor's default; (vi) accept partial
delivery of

the Equipment or to "cover" by purchasing or leasing replacement
equipment;

(vii) recover any general, incidental or consequential damages
(including

without limitation, expenses and commissions in connection with the
inspection,

receipt, caring for, storing, repair or disposal of any Equipment;
or (viii)

assert a claim by way of replevin, detinue, sequestration, claim,
delivery, or

the like, for any Equipment.

27. GOVERNING LAW AND JURISDICTION. This Lease has been delivered
and accepted

and will be deemed to be made in the State where Lessor's office
indicated above

is located. THIS LEASE AND ALL AGREEMENTS, INSTRUMENTS AND
DOCUMENTS HERETOFORE,

NOW OR HEREAFTER EXECUTED BY LESSEE AND DELIVERED TO LESSOR
RELATING TO THIS

LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE INTERPRETED
AND THE RIGHTS

AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH
THE LAWS OF

THE STATE WHERE LESSOR'S OFFICE INDICATED ABOVE IS LOCATED,
EXCLUDING ITS

CONFLICT OF LAWS RULES. Lessee hereby irrevocably consents to the
exclusive

jurisdiction of any state or federal court in the county or
judicial district

where Lessor's office indicated above is located; provided that
nothing

contained in this Lease will prevent Lessor from bringing any
action, enforcing

any award or judgment or exercising any rights against Lessee
individually,

against any security or against any of Lessee's property within any
other

county, state or other foreign or domestic jurisdiction. Lessor and
Lessee agree

that the venue provided above is the most convenient forum for both
parties.

Lessee waives any objection to venue and any objection based on a
more

convenient forum in any action instituted under this Lease.

28. NOTICES . All notices, demands, requests, consents, approvals
and other

communications required or permitted hereunder ("Notices") must be
in writing

and will be effective upon receipt. Notices may be given in any
manner to which

the parties may separately agree, including electronic mail.
Without limiting

the foregoing, first-class mail, facsimile transmission and
commercial courier

service are hereby agreed to as acceptable methods for giving