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ITR Sale and Lease Agreement - State of Illinois Department of the Lottery and Lottery Enterprises Inc.

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                                STATE OF ILLINOIS
                            DEPARTMENT OF THE LOTTERY


                            LOTTERY ENTERPRISES, INC.

THIS AGREEMENT between the State of Illinois, Department of the Lottery,
(DEPARTMENT) and Lottery Enterprises, Inc., (CONTRACTOR) provides the following:

1.    TERM. The term of this Agreement shall be for the period commencing July
      1, 1994 or date of Department signature, whichever is later, and shall
      terminate June 30, 1997. The Department shall have the option to extend
      the term of this Agreement for two (2) consecutive one (1) year periods.
      The Department shall notify Contractor of its intent to renew, pursuant to
      this paragraph at least 30 days prior to the termination date.

2.    SERVICES AND DELIVERABLES/OVERVIEW. For a set monthly fee, Contractor will
      deliver, install and maintain up to 1,000 ITR-7500 eight game Instant
      Ticket Dispensing Machines ("ITDM's") at designated Illinois Lottery agent
      locations throughout the State of Illinois, pursuant to schedules from
      time to time entered into between the parties, as well as furnish agent
      training and a toll free agent service hotline, as provided in the
      following documents (which are incorporated by reference as if fully set
      forth herein), and as further detailed in this Agreement:

      (a)   Department's Instant Ticket Vending Machine and Support Services
            Request for Proposal dated February 23, 1994 (the "RFP");

      (b)   Department's March 3, 1994 response to questions submitted pursuant
            to the RFP;

      (c)   Contractor's March 16, 1994 Response to the RFP (hereinafter also
            referred to as the Contractor's proposal);

      (d)   Department's conditional contract award letter dated May 5, 1994;

      (e)   Contractor's best and final price quotation dated June 9, 1994;

      (f)   Graphic depiction of ITDM to be installed at Illinois Lottery agent
            locations, attached hereto as Exhibit A.

      In the event of any conflict between this Agreement and those documents
      incorporated by reference, the provisions of this
<PAGE>   2

       Agreement shall prevail.

3.    PHYSICAL CHARACTERISTICS. The ITDM's to be provided pursuant to this
      agreement shall possess the following physical characteristics in addition
      to those which may be specified in the documents referred to in Paragraph
      2 above:

      -     Each machine shall be labeled as follows: "YOU MUST BE AT LEAST 18
            and "CASH WINNING TICKETS AT SERVICE COUNTER". These notices must be
            located above or around the bill acceptor slot.

      -     Each machine's major components (dispensing units, printer, bill
            acceptor, keypad, base cabinet and sign, if applicable) must be bar
            coded with part numbers and serial numbers for proper inventory

      -     Each machine must be of durable construction with resistance to
            fading, marring, chipping and rust, and of sufficient material
            strength to resist theft, vandalism, intrusion and accidental

      -     Decal describing ticket tear off instructions.

      -     Decal describing how to purchase instructions.

      -     All locks are to be keyed and number coded separately (Master keys
            to be provided to the Department's security office only).

4.    DELIVERY/INSTALLATION/REMOVAL Delivery and installation of ITDM's shall be
      during normal business hours and shall be consistent with the schedule set
      forth on pages 89 - 92 of the Contractor's Response to the Department's
      RFP unless notified otherwise in writing by the Department. This schedule
      shall begin with the effective date of this Agreement. The Department
      shall make its best effort to ensure sufficient installation sites are
      identified to permit the scheduled installations.

      The Department will notify the Contractor in writing if an ITDM is to be
      removed from an agent location for any reason, including but not limited
      to relocation to another agent location. The Contractor shall effect such
      removal within five (5) business days of receipt of that notification.
      Contractor shall not charge a fee for the first five (5) such removals or
      relocations made each month at the Department's request. Thereafter,
      Contractor shall be entitled to a fee of $75.00 for each removal or
      relocation completed at the request of the Department. Contractor shall,
      at the Department's request, relocate a machine within a given agent

<PAGE>   3

      There shall be no fee for such intra-location relocation.

      All charges associated with the transportation, delivery, installation or
      removal of the ITDM's shall be borne by the Contractor.

      Contractor shall provide the Department with written certification of the
      delivery of each ITDM and shall specifically certify that training has
      been completed. Said certification must be countersigned by the agent or
      representative of the agent taking delivery of the ITDM. The Department
      and/or its agents shall be entitled to unlimited use and enjoyment of each
      ITDM delivered pursuant to this Agreement. The Department and/or its
      agents shall not use or permit the use of the ITDM's for any purpose
      which, according to the specifications of the manufacturer, the ITDM is
      not designed or reasonably suited. Department and/or its agents shall use
      the ITDM's in a careful and proper manner and shall comply with all the
      Manufacturer's instructions with regard to the use, operation or
      maintenance of the ITDM.

      The Department covenants that each ITDM shall at all times be and remain
      personal property and shall not be so affixed to realty as to become a
      fixture or otherwise lose its identity as the separate property of the
      Contractor. The Department shall keep the ITDM's free and clear of all
      levies, liens and encumbrances except those in favor of the Contractor or
      its assigns. In the event Contractor assigns its rights to payment under
      this contract, pursuant to paragraph 20 herein, Department agrees to
      cooperate in the preparation of those documents and/or materials deemed
      necessary to reflect Contractor's interest in the ITDM's as against third

      The Contractor hereby assumes and shall bear the risk of loss with respect
      to any damage, destruction, loss, theft or government taking, whether
      partial or complete and whether through any fault or neglect of the
      Department and/or its agents or otherwise.

5.    TRAINING. For each ITDM installed at Illinois Lottery agent locations
      (including locations where the Contractor is notified by the Department
      that there has been a change of ownership or other circumstance
      necessitating re-training), the Contractor shall provide on-site training
      in the operation of the ITDM, including loading/unloading of tickets and
      basic troubleshooting and repair, and will provide operations manuals and
      quick reference materials for the agents' future reference. Said manuals
      and materials shall be in the language specified by the Department for
      each particular location. Training materials and operations manuals shall
      be updated as requested by the Department to address software upgrades or
      other deficiencies in the information contained

<PAGE>   4

      therein. A constant supply of said manuals as well as the following
      materials shall be made available, at the Contractor's expense, at each
      location: brochures, training manual, reference card and display card.

      Additionally, as set forth on page 86 of the Contractor's proposal,
      Contractor shall furnish demonstration ITDM's for each of the Department's
      six (6) Regional/District offices and for Lottery Central, and shall
      furnish training and training materials for Department's staff.
      Demonstration ITDM's and training of Lottery staff shall precede the
      delivery of ITDM's pursuant to the schedule referenced in Paragraph 4.
      These machines are in addition to the potential 1,000 ITDM's set forth in
      Paragraph 2 hereof, and need not conform to the color design depicted in
      the Exhibit referenced in subparagraph (F) of Paragraph 2 above. Said
      machines shall remain at the Department's facilities to meet training and
      demonstration needs throughout the term of this Agreement.

      Any and all costs and charges for and associated with training, including
      but not limited to production of materials (including updates) and
      personnel costs, are encompassed by the fee paid by the Department
      referred in Paragraph 12 below and any specific costs and expenses
      associated with such training shall be borne by the Contractor. Training
      should be concluded within two (2) days of installation.

6.    MAINTENANCE/SERVICE. Contractor will provide maintenance of each ITDM
      installed in the State of Illinois as follows:

      Preventive Maintenance: Contractor shall provide on-site preventive
      maintenance service to each ITDM every 60 calendar days.

      Service Calls: Contractor shall provide repair and maintenance service
      upon notification of need for such service by either the Department
      directly or its agents.

      With respect to service calls placed to the agent hotline which
      necessitate the dispatch of service personnel, such personnel shall arrive
      at an agent location within four (4) hours of notification for critical
      calls (defined as those in which the ITDM is rendered incapable of
      dispensing product or accepting payment or recording a transaction) and
      within twenty-four (24) hours for non-critical calls. The ITDM will be up
      and running within thirty (30) minutes of service personnel gaining access
      to the machine.

      The Contractor shall replace an ITDM at no cost to the Department in the
      event that one or more of the following occurs: (A) a particular ITDM
      requires service more than three (3) times in a one-month period, or (B)
      an ITDM cannot

<PAGE>   5

      be repaired within a twenty-four (24) hour period.

      Contractor shall maintain records of the date, time and nature of each
      preventive maintenance visit or service call for each ITDM. Such records
      shall be maintained in the form of a log, with each ITDM. In addition,
      Contractor shall maintain a master log of such records and shall retain
      such records for a period of five years after the Termination of this
      Agreement. Contractor shall furnish copies of such records to the
      Department upon request.

      Contractor shall provide sufficient personnel so as to respond to service
      calls six (6) days per week, Monday through Saturday, inclusive.

      Any and all charges for and associated with service/ maintenance are
      encompassed in the fee paid by the Department referenced in Paragraph 12
      below and any specific expenses or costs associated with such service and
      maintenance shall be borne by the Contractor.

7.    WARRANTY. All machines shall be completely warranted for the term of the
      contract, including any extensions thereof, guaranteed from the date of
      installation of each unit. The warranty shall incorporate all costs
      associated with the repair and or replacement of the machines (i.e.,
      hardware, software, components, electronics, labor, freight, etc.) as well
      as replacement of machines per Paragraph 6. In addition, the Department
      retains any and all implied warranties available at law including, but not
      limited to, warranty of merchantability and warranty of fitness for a
      particular purpose.

8.    PERSONNEL. All personnel responsible for installation or servicing of
      ITDM's for Illinois Lottery agent locations must consent to and clear
      background checks for criminal activity, tax compliance and credit
      history. Approved personnel must carry photo identification when visiting
      agent locations for installation or service.

9.    SOFTWARE. The Department's reasonable requests for software modifications'
      and upgrades will be honored by the Contractor and programming will be
      completed and installed within two months of the date of the request. Any
      software modifications/upgrades will be furnished at no charge.

10.   CENTRAL REPORTING SYSTEM. During the term of this Agreement, the
      Department reserves the right to request the installation of ITDM's with
      dial-up capabilities and central system reporting, at or below the prices
      set forth in Item 2(e) above. Should the Department make this election,
      the Shadow Communications/Database System referred to in the Contractor's

<PAGE>   6

      proposal shall be set up in Illinois.

11.   SUPPORT. Contractor will provide all equipment, supplies, services, and
      other items of support which may be necessary to the delivery of
      Contractor's services, including but not limited to maintaining, at its
      expense, a constant supply of the following:

            i)    Printer paper
            ii)   Push button labels in the following denominations
                  1)    One dollar ticket
                  2)    Two dollar ticket
                  3)    Three dollar ticket
                  4)    Five dollar ticket
                  5)    Ten dollar ticket
            iii)  Machine signage and decals (in English, Spanish and Polish),
                  as detailed in Paragraph 3
            iv)   Warning labels, as detailed in Paragraph 3
            v)    "Sell-in" brochures
            vi)   "Out of stock" cards

12.   COMPENSATION. The Department will pay to the Contractor, for services set
      forth in Paragraph 2 provided by the Contractor, who will accept as full
      payment for all services the following:

      -     A fee of $177 per month, in arrears, per 8-bin ITDM installed at an
            agent location.

      -     A fee of $161 per month, in arrears, per 6-bin ITDM installed at an
            agent location.

      -     A fee of $141 per month, in arrears, per 4-bin ITDM installed at an
            agent location.

      The Department and the contractor shall periodically execute delivery
      schedules which shall specify the ITDM's delivered (by serial number),
      delivery date and other information. Each schedule shall be executed by
      the parties and shall incorporate the terms and conditions of this

      The Department may exercise its option to extend this Agreement for up to
      two additional one-year periods at a fee of $90 per month per ITDM for an
      8-bin unit, $75 per month for a 6-bin unit, and $65 per month for a 4-bin
      unit. The Department additionally reserves the right to require repair
      service five (5) or seven (7) days per week at the following rates during
      the initial term or any extensions thereof:

            5 day full service = subtract $7 per month per ITDM
            7 day full service = add $12 per month per ITDM

<PAGE>   7

      All other optional prices are in accordance with the RFP and subsequent

      The fee payable to Contractor shall commence on the day of receipt by the
      Department of delivery certification referenced in Paragraph 4.

      Payment of fees pursuant to certification that is received on any day
      other than the first of the month shall be pro-rated for that month in
      which certification is received.

      Payment will be made by wire transfer directly to Contractor's general
      account, as indicated in writing, within 24 hours after the day the
      Department receives written notification from the Contractor of the number
      of ITDM's in operation for the previous month. The written notification
      must list all machines in service for the entire preceding month and
      separately list those machines in service for a portion of the month,
      indicating the number of days in service for the latter.

13.   INSURANCE. Contractor at its expense shall obtain, prior to installation
      of the first ITDM, and maintain until termination of this Agreement (i)
      fire and extended coverage insurance against loss, theft, damage, or
      destruction of the ITDM's, in an amount not less than the Replacement
      Value of the ITDM's; (ii) comprehensive public liability insurance against
      claims for bodily injury, death and/or property damage arising out of the
      use, ownership, possession, operation or condition of the ITDM's; (iii)
      fidelity insurance covering theft of the Revenues by the employee(s) of
      Contractor; and (iv) money and securities insurance covering theft of the
      Revenues by a third party. Insurance provided pursuant to (i) and (ii)
      above shall name Contractor as an insured and loss payee and its
      assignee(s) as an additional insured and loss payee. Insurance provided in
      accordance with sections (iii) and (iv) shall name Contractor and
      Department as an insured and loss payee and Contractors assignee(s) as an
      additional insured and loss payee and shall be payable as their respective
      interests may appear. Each insurance policy shall comply with prudent
      industry practices and shall contain a clause requiring the insurer to
      give the insureds and additional insureds at least one month's prior
      written notice of the cancellation or any alteration in the terms of such
      policy and shall state that all claims thereunder shall be payable to such
      parties irrespective of any breach of warranty or other act of omission of
      Contractor. No insurance shall be subject to any co-insurance clause.
      Each insurance policy shall be with an insurance carrier licensed to
      provide all such insurance in Illinois.

14.   WORK PRODUCT. All documents, including reports and all other

<PAGE>   8

      work products, produced by the Contractor under this Agreement shall
      become and remain the property of the Department.

15.   APPROPRIATION. Obligations of the Department will cease immediately
      without penalty of further payment being required in any fiscal year the
      Illinois General Assembly fails to appropriate or otherwise make available
      sufficient funds for this Agreement.

      Contractor fails to abide by or comply with any of the terms of this
      Agreement which failure is not cured within fifteen (15) days after
      written notice thereof from the Department; suffers voluntary or
      involuntary dissolution; ceases to do business as an ongoing concern; or
      becomes insolvent or bankrupt (provided that if an involuntary petition in
      bankruptcy is filed against the Contractor, Contractor shall not be
      considered bankrupt unless the petition is not dismissed within 60 days),
      the Department may elect to declare that the Contractor has breached this
      Agreement and may further elect to immediately terminate this Agreement
      and all Contractor's rights therein. Payment may be made for work
      completed which is acceptable to the Department and which can be utilized
      by the Department. All other legal and equitable remedies of the
      Department shall remain in effect.

      In the event the Department fails to abide by or comply with any of the
      terms of this Agreement, which failure is not cured within fifteen (15)
      days after written notice thereof from Contractor, the Contractor may
      elect to declare that the Department has breached this Agreement and may
      further elect to immediately terminate this Agreement and all the
      Department's rights therein upon written notice to the Department. All
      legal and equitable remedies of the Contractor shall remain in effect.

      This Agreement may be terminated for cause by either party upon 60 days'
      notice in writing to the other party.

      Upon termination of this Agreement, the Contractor shall remove the ITDM's
      upon receipt of written notice from the Department. Upon termination,
      either party may pursue all legal and equitable remedies available to such
      party under applicable law.

17.   CHANGE IN OWNERSHIP OR FORM OF BUSINESS. The Department reserves the right
      to approve any sale of a majority (51%) interest in the Contractor. In the
      event Contractor ceases to do business in its existing form, the
      Department shall be entitled to 60 days operation of the ITDM's delivered
      hereunder at the same rates and under the same terms and

<PAGE>   9

      conditions as set forth herein.

18.   OPTION TO PURCHASE. At the termination of this Agreement (three years),
      the Department shall have the option to purchase any and all ITDM's at a
      rate of $800 per machine. If this Agreement is extended, pursuant to
      Paragraph 1, then at the conclusion of the first extension period the
      Department shall have the option to purchase any and all ITDM's at a rate
      of $400 per machine. If the Agreement is extended a second time, pursuant
      to Paragraph 1, then at the conclusion of the second extension period the
      Department shall have the option to purchase any and all ITDM's at a rate
      of $1 per machine. Department shall notify Contractor, in writing, of its
      intent to exercise its option at least 30 days prior to relevant
      termination date in which case title to ITDM's shall transfer to the
      Department upon receipt of payment pursuant to this paragraph.

19.   RELEASE AND INDEMNITY. Contractor agrees to assume all risk of loss and to
      indemnify and hold the Department, its officers, agents and employees
      harmless from and against any and all liabilities, demands, claims,
      damages, suits, costs, fees, and expenses incident thereto, for injuries
      or death to persons and for loss of, damage to, or destruction of property
      because of Contractor's negligence, intentional acts or omissions. In the
      event of any demand or claim, the Department will notify Contractor in
      writing. The Department may elect to defend any such demand or claim
      against the Department and bill the Contractor for all damages assessed
      against the Department and all reasonable costs and fees incurred by the
      Department in its defense of the claim.

20.   ASSIGNMENT/SUBCONTRACTING. This Agreement shall not be assigned, nor any
      portion of the services subcontracted, without the prior written consent
      by the Department. Contractor hereby declares and the Department consents
      to the following subcontractors in addition to those set forth on
      Attachments B to the Contractor's proposal:

            IGOR, The Watchdog Corp.

      No substitutions of approved subcontractors is permitted without the
      Department's express authorization.

      The Illinois Lottery is committed to the development and utilization of
      minority, female, and disabled-owned businesses. We encourage the use of
      these vendors as subcontractors to this contract.

21.   DELAY. If, in the Department's opinion, performance is delayed by a cause
      beyond the control of the Contractor, then the times for performance may
      be extended, at the Department's

<PAGE>   10

      option, for a period equivalent to the delay experienced by the
      Contractor, or any period of time deemed reasonable by the Department,
      whichever is shorter. An extension may be granted, after notice and
      explanation in writing, if the Department is satisfied the delay was
      unavoidable, could not have been reasonably anticipated and is not the
      result of any action, inaction, or negligence by the Contractor.

22.   STATUS/DEFINITION OF CONTRACTOR. For the purposes of this Agreement,
      Contractor shall be deemed to be an Independent Contractor and shall in no
      way be considered an employee or agent of the Department. The Contractor
      warrants Contractor is the real party in interest to this Agreement and is
      not acting for or on behalf of an undisclosed principal. Contractor shall
      maintain sufficient supervision and control of its operations to insure
      that all aspects of this Agreement are properly performed.

      be purchased by, and no prize shall be paid to Contractor or any employee
      of Contractor, actually performing services pursuant to this Agreement,
      nor any spouse, child, brother, sister or parent residing as a member of
      the same household in the principal place of residence of such employee.

      Contractor is required to provide notice of this prohibition to all
      employees providing services to the Illinois State Lottery.

24.   FULL AGREEMENT/MODIFICATION. Department and Contractor hereby agree that
      all terms and conditions of this Agreement are fully set forth herein and
      further agree that only those terms and conditions set forth herein
      constitute the final enforceable Agreement between these parties. No terms
      and conditions of this written Agreement can be varied or waived by any
      representations or promise on the part of any party hereto unless such
      modifications be in writing and mutually signed by the duly authorized
      agents of the parties hereto.

25.   PROJECT REPORTS. Contractor shall submit to the Department upon request
      oral or written reports detailing the status of the work to be performed.
      All written reports, including any final comprehensive reports, shall be
      the property of the Department.

26.   TERMINATION OF PRIOR AGREEMENTS. This Agreement cancels and terminates, as
      of its effective date, all prior agreements between the parties hereto
      covering the services and dates herein, whether written or oral or partly
      written and partly oral. This section of this Agreement in no way affects
      any agreement between these same parties for different services or

<PAGE>   11

      agreements having a term other than that which is set forth in paragraph 1
      of this Agreement.

27.   WRITTEN NOTICE. All written notices given or sent hereunder shall be
      deposited in the United States mail, proper postage prepaid, addressed to
      the respective party at the address set forth on the signature page
      herein, or to such other addresses as the parties may designate in writing
      from time to time.

28.   ADDRESS FOR BILLING. All Contractor billings pursuant to this Agreement
      shall be addressed as follows: Illinois Department of the Lottery, 201
      East Madison Street, Springfield, Illinois 62702, ATTN: Financial

29.   NON-DISCRIMINATION. Contractor shall comply with all applicable provisions
      of state and federal constitutions, laws, regulations and judicial orders
      pertaining to nondiscrimination and equal employment opportunity including
      but not limited to:

      a)    the Illinois Human Rights Act, as now or hereafter amended (775 ILCS
            5/1-101 et seq.);

      b)    Section 750, Appendix A of the regulations of the Illinois
            Department of Human Rights, which clause is hereby incorporated by
            reference (44 Ill. Adm. Code 750);

      c)    the Public Works Employment Discrimination Act, as now or hereafter
            amended (775 ILCS 10/0.01 et seq.);


      a)    The Contractor certifies that it is not barred from being awarded a
            contract or subcontract under Section 10.1 or 10.3 of the Illinois
            Purchasing Act (See 30 ILCS 505/10.1 and 10.3), and

      b)    The Contractor certifies that it has not been barred from
            contracting with a unit of State or local government as a result of
            a violation of Section 33E-3 or 33E-4 of the Criminal Code of 1961
            (See 720 ILCS 5/33E-3 and 33E-4), and

      c)    The Contractor certifies that it is not in default on an educational
            loan as provided in Public Act 85-827 (See 5 ILCS 385/1-3) (a
            partnership shall be considered barred if any partner is in default
            on an education loan), and

      d)    The Contractor is not prohibited from selling goods or services to
            the State of Illinois because it pays dues or fees on behalf of its
            employees or agents or subsidizes or otherwise reimburses them for
            payment of their dues or

<PAGE>   12

      fees to any club which unlawfully discriminates (See 775 ILCS 25/1-3).

      e)    Under penalties of perjury, I certify that 33-0423037 is my correct
            Federal Taxpayer Identification Number. I am doing business as a
            (please check one):

            |_| Individual                        |_| Real Estate Agent
            |_| Sole Proprietorship               |_| Governmental Entity
            |_| Partnership                       |_| Tax Exempt Organization
            |X| Corporation                            (IRC 501 (a) only)
            |_| Trust or Estate                   |_| Not-for-profit
            |_| Medical and Health Care                 Corporation
                 Services Provider Corporation

      f)    The Contractor certifies that the Contractor will not engage in the
            unlawful manufacture, distribution, dispensation, possession, or use
            of a controlled substance in the performance of the contract.

      g)    The Contractor certifies that the services, programs and activities
            provided under this contract are and will continue to be in
            compliance with the Americans with Disabilities Act (42 U.S.C. 12101
            et seq.) ("ADA") and the regulations promulgated thereunder (28 CFR

31.   APPLICABLE LAW. This Agreement and Contractor's obligations and services
      hereunder are hereby made and must be performed in compliance with all
      applicable federal and state laws. This Agreement shall be construed in
      accordance with the laws of the State of Illinois.

32.   RECORDS. The Contractor shall maintain, for a minimum of 5 years after the
      completion of the contract, adequate books, records and supporting
      documents to verify the amounts, recipients and uses of all disbursements
      of funds passing in conjunction with the contract; the contract and all
      books, records and supporting documents related to the contract shall be
      available for review and audit by the Auditor General or by the
      Department's internal or contractual auditors; and the Contractor agrees
      to cooperate fully with any audit conducted by the Auditor General or by
      the Department's internal or contractual auditors and to provide full
      access to all relevant materials. Failure to maintain the books, records
      and supporting documents required by this Section shall establish a
      presumption in favor of the State for the recovery of any funds paid by
      the State under the contract for which adequate books, records and
      supporting documentation are not available to support their purported

33.   SEXUAL HARASSMENT. The Contractor shall have written sexual harassment
      policies that shall include, at a minimum, the

<PAGE>   13

      following information: (i) the illegality of sexual harassment;, (ii) the
      definition of sexual harassment under State law; (iii) a description of
      sexual harassment, utilizing examples; (iv) the vendor's internal
      complaint process including penalties; (v) the legal recourse,
      investigative and complaint process available through the Department of
      Human Rights and the Human Rights Commission; (vi) directions on how to
      contact the Department of Human Rights and the Human Rights Commission;
      and (vii) protection against retaliation as provided by Section 6-101 of
      the Illinois Human Rights Act.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives.


By: /s/ Desiree G. Rogers                  By: /s/ Robert L. Burr
   -------------------------------            ---------------------------------
   Desiree G. Rogers                          Authorized Officer/Agent

Address:  201 E. Madison St.               Address:  9190 Activity Road
          Springfield, IL 62702                      San Diego, CA 92126

Date:     July 14, 1994                    Remit: _____________________________