Sample Business Contracts

Master Lease Agreement - Lottery Enterprises Inc. and Solutioneering Inc.

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                         MASTER LEASE AGREEMENT # (5/95)

This Master Lease Agreement dated and effective as of March 1, 1995 between
Lottery Enterprises, Inc., a Nevada corporation, with its principal office at
9190 Activity Road, San Diego, CA 92111 (the "Lessors") and Solutioneering,
Inc., 555 Republic Drive, Suite 101, PIano, TX 75074 (the "Lessee").

WHEREAS, Lessor agrees to lease to Lessee and Lessee agrees to hire from Lessor,
up to 1,000 units of the Equipment described in each Schedule from time to time
entered into pursuant to this Master Lease Agreement in accordance with the
terms of this Master Lease Agreement.

The parties, therefore, agree as follows:


      (a) Commencement Date shall mean the date on which Lessee's obligation to
pay Lease Payments for leased Equipment covered by a Schedule begins and for all
Equipment shall be the date upon which the Equipment is delivered to Lessee or
its designee.

      (b) Equipment shall mean all of the personal property, including hardware
and any software or licensed products, which is listed on any Schedule. Wherever
possible, items of Equipment shall be identified on the Schedule by serial
number, and, if no serial number is available, the Equipment shall be identified
by the best available means, and Lessee shall take all steps necessary to
prevent confusion of the Equipment covered by the Schedule with other equipment.

      (c) Equipment Acceptance shall mean the date of delivery to Lessee or its
designees of conforming Equipment as indicated on the Certificate of Acceptance
or as provided in section 5(b).

      (d) Initial Lease Term for each Schedule shall mean the period initially
agreed between the parties to constitute the lease period and shall be three (3)
years unless otherwise agreed by Lessor and Lessee.

      (e) Lease shall mean this Master Lease Agreement and the Schedule(s)
between the parties. The Master Lease Agreement and each Schedule are intended
to function in combination as a separate agreement for the lease of personal

      (f) Lease Term for each Schedule shall mean the period from the
Commencement Date for the first item of Equipment on such schedule to the end of
the Schedule and it shall include the Initial Lease Term and any Renewal Lease

      (g) Manufacturer shall mean the entity which fabricates the Equipment or
which, using its facilities, combines for sale or lease Equipment which is
fabricated in whole or in part from equipment obtained from other sources.
<PAGE>   2

      (h) Master Lease Agreement shall mean this document, consisting of
Sections 1 to 19 the purpose of which is to provide the terms and conditions for
all leases between the parties after the effective date referenced above.

      (i) Master Lease Agreement Acceptance shall mean the review at Lessor's
principal office of the appropriateness of the Master Lease Agreement between
the parties and determination by Lessor to accept the Master Lease Agreement by
signature of an authorized agent of Lessor.

      (j) Renewal Lease Term shall mean any periods of lease subsequent to the
Initial Lease Term which come about either by agreement of the parties or by
operation of law.

      (k) Lease Payment shall mean the payment by Lessee to Lessor of money for
the lease of the Equipment covered by the Schedule. Lessee's obligation to pay
shall begin on the Commencement Date and terminate at the end of the Lease Term.
Where the Schedule contains more than one item of Equipment, Lessee's obligation
to pay on each item of Equipment shall begin on the Commencement Date for such

      (l) Schedule shall mean the document, substantially as attached hereto as
Exhibit A, executed by the parties, and specifying the Equipment, Lease
Payments, Lessor's costs and other information. Each Schedule shall be executed
by the parties and shall incorporate the terms and conditions of this Master
Lease Agreement and any riders which the parties may agree to in writing and
which are approved in accordance with the Master Lease Agreement. The purpose of
the Schedule is to permit the parties, from time to time, to specify the
Equipment Lease Payments, and other terms and conditions specific to a single
transaction which is otherwise subject to the basic terms and conditions agreed
to by the parties in this Master Lease Agreement. Conflicts between the
provisions of this Master Lease Agreement and any Schedule shall be governed by
the provisions of the Schedule. The term "Schedule' may be used hereafter in
singular or plural.

      (m) Schedule Acceptance shall mean the review at Lessor's principal office
of the appropriateness of the particular Schedule between the parties and
determination by the Lessor to accept the Schedule by signature of its
authorized representative.

      (n) Termination Date shall mean the date on which the Lease Term ends or,
where there is an earlier termination, the date on which all of Lessee's
obligations under the Schedule and Master Lease Agreement have been fully
discharged. The Termination Date may not precede the date upon which all
Equipment has been returned to Lessor in the condition required by the Lease.

      (o) Down Payment shall mean the sum of $500 per DCR-2000, $250 per DCR
1200, per unit received by Lessor before shipment of the Equipment will be

      (p) Certificate of Acceptance shall mean that document evidencing proof of
delivery to Lessee.

2. Lease

<PAGE>   3

      Lessor agrees to lease to Lessee, and Lessee agrees to hire from Lessor,
subject to the terms and conditions of this Master Lease Agreement, up to 1,000
units of the Equipment described in each Schedule from time to time entered into
between the parties. Each Schedule hereunder shall constitute a separately
assignable agreement between the parties, shall incorporate in full the terms
and conditions of this Master Lease Agreement and shall not be binding against
either party until Schedule Acceptance pursuant to this Master Lease Agreement.
The Equipment leased under each Schedule shall at all times be and remain the
sole and exclusive property of Lessor. Lessee shall have no right, title or
interest therein or thereto except as expressly set forth in the Schedule and
any riders thereto.

3. Term of Master Lease Agreement and Schedules

      (a) The term of this Master Lease Agreement shall commence on the
Commencement Date set forth above and shall continue until the Termination Date.
The Commencement Date for any item of Equipment leased under this Master Lease
Agreement shall be before June 15, 1996.

      (b) The Initial Lease Term for each Schedule shall be as set forth thereon
and shall be three (3) years unless otherwise agreed by Lessor and Lessee.

      (c) Lessee shall have the option to purchase the terminals at end of the
initial Lease Term priced at DCR 2000: $300.00; DCR 1200: $150.00. Lessee's
option to purchase shall be exercised by providing written notice and payment of
the option price in full to Lessor at least thirty (30) days prior to the end of
the Initial Lease Term or Renewal Lease Term then in effect. The terms of this
Agreement will be null and void regarding any terminal purchased under this
option. Each terminal purchased shall have its serial number removed from the
list of terminals subject to this Agreement.

4. Lease payments; Non-Abatement; Late Payments.

      (a) Lessee acknowledges and agrees that its obligation to pay Lease
Payments and other sums payable under each Schedule, and the rights of Lessor,
shall be absolute and unconditional in all events, and shall not be subject to
any abatement, reduction set-off, defense, counterclaim or recoupment due or
alleged to be due by reason of any past, present or future claims Lessee may
have against Lessor, the Manufacturer, or any person for any reason whatsoever.

      (b) On all amounts not properly paid by Lessee when due under each
Schedule, interest shall accrue at the rate of one percent (1%) per month or
portion thereof (or the maximum rate allowable by law, if less) from the due
dates thereof until received by Lessor, and shall be payable to Lessor without

<PAGE>   4

5. Selection; Inspection; Acceptance

      Lessee represents, acknowledges and agrees that:

      (a) The Equipment is of a size, design, capacity and manufacture selected
by Lessee.

      (b) Within five (5) days of delivery of each item of Equipment, Lessee
will provide Lessor with a Certificate of Acceptance in the form of Exhibit B
hereto for such Equipment. Such Certificate of Acceptance shall confirm the
delivery and operation of the Equipment and shall be sufficient to deem the
Equipment accepted by Lessee as of the delivery date. In the event of dispute as
to the date of delivery, the Bill of Lading shall be deemed controlling as to
date. The Equipment shall be deemed accepted by Lessee as of the delivery date
unless written notice of rejection of the Equipment for non conformance with
this Lease or for being non operational is given to Lessor within five (5) days
of the delivery date. Such notice of rejection shall specify the reasons
therefor and Lessor shall have a reasonable opportunity to cure any defect.

6. Warranties: Quiet Enjoyment and Disclaimer

      (a) Lessor warrants that, as long as Lessee is not in default of any
Schedule, Lessor will not interfere with Lessee's quiet use and enjoyment of the
Equipment thereunder.

      (b) Lessor shall save and hold harmless Lessee from liability of any
nature or kind arising out of a claim or suit for or on account of the use of
any copyright, trademark or patent infringement on any item of Equipment
furnished to Lessee. Lessor agrees to assume the defense of any and all such
suits and pay the costs and expenses incidental thereto. Lessee may, at its
option, provide additional legal counsel at its own expense.

      (c) With the exception of the warranties set forth above, LESSOR MAKES NO

Equipment carries a manufacturers warranty of one year from date of delivery on
electronic and mechanical parts.

7. Installation; Use; Repair and Maintenance

      (a) Lessee shall provide a place of installation, operating environment
and facilities which conform to the requirements of the Manufacturer. Lessee
will be responsible for all phone services to support the pre-paid calling
cards, including but not limited to, line installation and all monthly charges
and pertinent local, state and federal taxes, if any.

<PAGE>   5

      (b) Subject to the terms of the Lease, Lessee shall be entitled to
unlimited use of the Equipment. Lessee shall not use or permit the use of the
Equipment for any purpose which, according to the specifications of the
Manufacturer, the Equipment is not designed .or reasonably suited. Lessee shall
use the Equipment in a careful and proper manner and shall comply with all of
the Manufacturer's instructions, governmental rules, regulations, requirements
and laws, if any, with regard to the use, operation or maintenance of the

      (c) Lessee shall, at its expense, be solely responsible for the
installation, maintenance and repair of the Equipment. During the Lease Term,
Lessee shall, at its expense, keep the Equipment in good repair, condition and
working order, in accordance with specifications of the Manufacturer and shall
furnish any and all parts, mechanisms and devices required to keep the Equipment
in good mechanical and working order. Shipping point shall be FOB San Diego to
specified location or locations, as specified by Lessee, within the continental
United States. All costs of shipping and insurance shall be borne by Lessee.

      (d) Lessee and/or its designees shall install Equipment at designated
retail sites according to the schedule of installations agreed to by the Lessor
and Lessee.

      (e) Lessor shall provide one week of training to Lessee's and/or its
designees' technical personnel at Lessor's training facility in San Diego, CA
for $300.00 per person, food and lodging not included.

      (f) Lessee or its designee shall collect money from the Equipment on a
regular basis (based upon individual retailer sales volume) to ensure bill
collectors and coin acceptors, if applicable, do not reach maximum storage
capacity thereby causing the Equipment to be unavailable for sales.

8. Ownership; Inspection, Relocation, Personal Property

      (a) The Equipment shall at all times be and remain the sole and exclusive
property of Lessor. Lessee agrees to execute and deliver financing statements
and any other such instruments as Lessor may believe to be reasonably necessary
to grant to Lessor or its assigns a first priority security interest in, and to
perfect such security interests in, any Lease, any amounts due thereunder, or
the Equipment.

      (b) Lessor, its assigns or their agents shall be permitted free access at
reasonable times to the Equipment, for the purpose of inspection or any other
purpose contemplated by the Lease.

      (c) Lessor and Lessee intend and agree, and Lessee hereby covenants, that
the Equipment shall at all times be and remain personal property and shall not
be so affixed to realty as to become a fixture or otherwise to lose its identity
as the separate property of Lessor.

9. Liens; Taxes

<PAGE>   6

      (a) Lessee shall at its expense keep the Equipment free and clear of all
levies, liens, and encumbrances, except those in favor of Lessor or its assigns
or which arise as a result of actions by Lessor or its assigns;

      (b) Lessee shall pay any sales tax, property tax, and other applicable
taxes resulting from leasing of Equipment hereunder, other than income taxes of

10. Risk of Loss

      (a) With regard to any item of Equipment, commencing upon delivery and
continuing throughout the Lease Term, Lessee hereby assumes, and shall bear, the
entire risk of loss with respect to any damage, destruction, loss, theft, or
governmental taking, whether partial or complete. No loss or damage to the
Equipment or any part thereof shall impair any obligation of Lessee under this
Master Lease Agreement which shall continue in full force and effect.

      (b) If any item of Equipment is damaged, Lessee shall promptly notify
Lessor and Lessee shall at its expense, within 10 days, or as soon as
practicable of such damage, cause to be made such repairs as are necessary to
return such item to its previous condition.

11. Insurance.

      Lessee at its expense shall obtain, prior to delivery of the Equipment,
and maintain until termination of the Lease and return of the Equipment (i) fire
and extended coverage insurance against loss, theft, damage, or destruction of
the Equipment, in an amount not less than the replacement value of the Equipment
as determined by the Manufacturer from time to time. Insurance provided pursuant
to (i) above shall name Lessor as an insured and loss payee and its assignee(s)
as an additional insured and loss payee. 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 months 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 or omission of Lessor. No
insurance shall be subject to any co-insurance clause. Each insurance policy
shall be with an insurance carrier approved by Lessor and licensed to provide
all such insurance in the state where the Equipment is located.. Lessee shall
provide a Certificate(s) of Insurance as proof of compliance with this
requirement and Lessor's obligation to deliver Equipment to Lessee shall be
subject to Lessor's receipt of such Certificate of Insurance.

12. Surrender of Equipment.

<PAGE>   7

      (a) On the Termination Date, Lessee shall return the Equipment to Lessor
in good repair, condition and working order, ordinary wear and tear resulting
from the proper use thereof alone excepting, by delivering such Equipment at
Lessee's cost and expense to Lessors facilities in San Diego, CA, or equivalent
distance from equipment location unless the purchase option is exercised
pursuant to 3(c)..

13. Representations and Warranties of Lessee.

      Lessee represents and warrants for the benefit of Lessor and its assigns,
and will provide supporting documents to the effect that, as of the time of
execution of the Master Lease and each Schedule:

      (a) Lessee is an entity as described on page 1 hereof and is organized and
existing under and by virtue of the authorizing statue or constitutional
provisions of its state of incorporation.

      (b) The Master Lease Agreement and each Schedule have been duly
authorized, executed and delivered by Lessee and constitute a valid, legal and
binding agreement of Lessee, enforceable in accordance with its terms, except as
enforceability may be limited by state or federal statutes affecting the rights
of creditors generally or application of equitable principles if equitable
remedies are sought;

      (c) No approval, consent or withholding of objection is required from any
federal or other governmental authority or instrumentality with respect to the
entering into or performance by Lessee of this Master Lease Agreement or any

      (d) The entering into and performance of the Master Lease Agreement or any
Schedule will not violate any judgment, order, law or regulation applicable to
Lessee, or result in any breach of, or constitute a default under, or result in
the creation of, any lien, charge, security interest or other encumbrance upon
any assets of Lessee or on the Equipment or pursuant to any instrument to which
Lessee is a party or by which it or its assets may be bound

      (e) To the best of Lessee's knowledge and belief, there are no suits or
proceedings pending or threatened in court or before any regulatory commission,
arbitral tribunal, board or other administrative or governmental body against or
affecting Lessee, which if determined adversely to Lessee will have a material
adverse effect on the ability of Lessee to fulfill its obligations under the
Master Lease Agreement or any Schedule.

      (f) The Equipment will be free and clear of all liens, encumbrances and
security interests, except those in favor of Lessor or its assigns.

14. Default and Remedies.

      (a) The occurrence of any of the following events shall constitute an
event of default ("Event of Default") under any Schedule: (i) The nonpayment by
Lessee of Lease Payments or any other sum payable hereunder by the date on which
it is

<PAGE>   8

due; (ii) The failure by Lessee to perform or observe any other term, covenant
or condition of this Lease and/or the Schedule, which is not cured within ten
(10) days after written notice thereof from Lessor; (iii) Any affirmative act of
insolvency by Lessee, or the filing by Lessee of any petition or action under
any bankruptcy, reorganization, insolvency or moratorium law, or any other law
or laws for the relief of, or relating to, debtors; (iv) The filing of any
involuntary petition under any bankruptcy statute against Lessee which is not
dismissed within sixty (60) days thereafter, or the appointment of any receiver
or trustee to take possession of the properties of Lessee, unless such petition
or appointment is set aside, withdrawn or ceases to be in effect within sixty
(60) days from the date of said filing or appointment; (v) The subjection of a
substantial part of Lessee's property or any part of the Equipment to any levy,
seizure, assignment or sale for or by any creditor or governmental agency; (vi)
A change in circumstances, whether through Lessee's fault or otherwise, which
renders untrue in any material respect any representation or warranty made by
Lessee in the Schedule or in any document furnished by Lessee to Lessor in
connection with the Schedule or with the acquisition or use of the Equipment, or
if any covenant, warranty or representation of Lessee shall be untrue when given
or made.

      (b) Upon the occurrence of an Event of Default by Lessee and at any time
thereafter Lessor may, in its sole discretion, do any one or more of the
following: (i) Proceed by appropriate court action to enforce the performance of
the terms of the Schedule and/or recover damages; (ii) Upon notice to Lessee,
take possession of the Equipment wherever located, or cause Lessee, and Lessee
hereby agrees, to return such Equipment to Lessor in accordance with the
requirements of Section 12 hereof; (iii) By notice to Lessee, declare
immediately due and payable and recover from Lessee, as liquidated damages and
not as a penalty, (a) all Lease payments and other amounts due and becoming due,
due and payable; and (b) costs, fees, expenses and (c) interest on (a) from the
date of default at 1% per month or portion thereof (or the highest rate
allowable by law, if less) and, on (b) from the date Lessor incurs such fees,
costs or expenses.

      (c) In the event of a dispute between the parties to the Agreement, the
prevailing parties attorney's fees and any court costs shall be paid by the
losing party.

15. Effect of Waiver; Substitute Performance by Lessor.

      (a) No delay or omission to exercise any right or remedy accruing to
Lessor upon any breach or default of Lessee shall impair any such right or
remedy or be construed to be a waiver of any such breach or default, nor shall
any waiver of any single breach or default be construed to waive or impair
Lessor's rights and remedies with respect to any breach or default thereto for
or thereafter occurring. Any waiver, permit, consent or approval on the part of
Lessor of any breach or default under this Lease, or of any provision or
condition hereof, must be in writing and shall be effective only to the extent
such writing specifically sets forth.

<PAGE>   9

All remedies, either under this Lease, by law or otherwise afforded to Lessor,
shall be cumulative and not alternative.

      (b) Lessee understands and agrees that each Schedule is a net lease, and
as explicitly provided therein, Lessee shall be responsible for all costs and
expenses as set out in the Schedule. Should Lessee fail to make any payment or
do any act as herein provided, Lessor shall have the right, but not the
obligation, and without releasing Lessee from any obligation hereunder to make
or do the same, to pay, purchase, contest or compromise any encumbrance, charge
or lien which in the judgment of Lessor appears to affect the Equipment and in
exercising any such rights, incur any liability and expend whatever amounts
Lessor may in its absolute discretion deem necessary therefor.

16. Assignment by Lessor; Assignment or Sublease by Lessee.

      (a) Lessee understands and agrees that Lessor may, with Lessee's prior
written consent which shall not be unreasonably withheld, (i) assign all or a
portion of Lessor's right, title and interest in this Master Lease Agreement or
any Schedule, (ii) grant a security interest in the right, title and interest of
Lessor in the Master Lease Agreement, any Schedule and/or any Equipment; and/or
(iii) sell or transfer its title and interest as owner of any item of Equipment
and/or as Lessor under any Schedule; and Lessee further understands and agrees
that Lessor's assigns may each do the same (hereunder collectively
`Assignment"). All such Assignments shall be subject to Lessee's rights under
the assigned Schedule. Lessee hereby agrees to execute and deliver promptly upon
notice thereof such acknowledgments, agreements, and other instruments as
reasonably necessary to effect such Assignment. Upon any such Assignment, all
references to Lessor under the Lease shall also include all such assigns,
whether specific reference thereto is otherwise made herein.

      (b) Lessee shall not (i) assign, sublease, transfer, pledge or hypothecate
the Master Lease Agreement, any Schedule, the Equipment, any part thereof, or
any thereof, or any interest in the foregoing without the written consent of
Lessor which shall not be unreasonably withheld or (ii) permit the Equipment or
any part thereof to be used by anyone other than Lessee, its employees or
customers except as contemplated by this Agreement.

17. Indemnity.

      Lessee shall indemnify Lessor against, and hold Lessor harmless from, any
and all claims, actions, suits proceedings, costs, expenses, damages, and
liabilities, including attorney's fees, arising out of, connected with, or
resulting from, the Equipment, including, without limitation, the possession,
use, operation, or return of the Equipment, except in the case of Lessor's
negligence or willful misconduct or product liability of manufacturer.

18. Delivery of Related Documents.

<PAGE>   10

      For each Lease, Lessee will execute or provide, as required by Lessor, the
following documents and information satisfactory to Lessor: (a) A certificate by
Lessee confirming the accuracy and completeness of information contained in the
Lease and related documents, disclosing to potential assignees material facts
concerning the Lessee and the terms of the Lease; (b) financing statements; and
(c) Other documents as reasonably required by Lessor or otherwise specified

19. Miscellaneous.

      (a) Notices. Any notice required or permitted to be given by the
provisions of this Master Lease Agreement or any Schedule shall be conclusively
deemed to have been received by a party hereto on the day it is delivered to
such party at the address first given above (or at such other address as such
party shall specify to the other party in writing) or, if sent by certified
mail, on the third business day after the day on which mailed, addressed to such
party at such address.

      (b) Applicable Law and Disputes; Venue. Regarding all issues related to
contract formation and contract performance and any issues which may arise in
any dispute between .the parties, the Master Lease Agreement and each Schedule
shall be governed by, and construed in accordance with, the laws of California.
The parties specifically agree to submit to the jurisdiction of the courts in
San Diego, California.

      (c) Counterparts. The single executed original of this Master Lease
Agreement and each Schedule marked "Original" shall be the "Original" and all
other counterparts hereof shall be marked and be a "Copy". To the extent, if
any, that the Master Lease Agreement, a Schedule, or the two combined shall
constitute chattel paper (as such term is defined in the Uniform Commercial Code
as in effect in any applicable jurisdiction), no security interest in the same
may be created through the transfer or possession of any counterpart other than
the "Original ". For these purposes the Original of any Schedule and rider(s)
thereto, together with a copy of this Master Lease Agreement, shall serve as the
original chattel paper for each Lease. Although this Master Lease Agreement and
each Schedule may be for convenience dated "as of a certain date written
thereon, the actual date or dates of execution thereof by the parties thereto
(and of acceptance by Lessor) is or are, respectively, the date or dates set
forth opposite the signatures thereon.

      (d) Financial Statements. Lessee shall promptly furnish, or cause to be
furnished, to the Lessor or its assigns such financial statements respecting the
condition operations of Lessee or respecting the Equipment as Lessor or its
assigns may from time to time reasonably request.

      (e) Severability and Ambiguity. In the event any provision of the Master
Lease Agreement or any Schedule shall be determined by a court of competent
jurisdiction to be invalid or unenforceable, the parties hereto agree that such
provision shall be ineffective as to such instrument without invalidating the
remaining provisions thereof. Lessee and Lessor hereby represent and agree that

<PAGE>   11

the language contained herein is to be construed as jointly proposed and
accepted, and in the event of any subsequent determination of ambiguity all
parties shall be treated as equally responsible therefor.

      (f) Successors. Except as expressly provided for herein, the Master Lease
Agreement and each Schedule shall be binding upon and inure to the benefit of
Lessee, Lessor, Lessee's and Lessor's assigns and their respective successors
and assigns.

      (g) Headings. The section headings and titles used in the Master Lease
Agreement or any Schedule are for convenience of reference only and shall not be
construed in any way to define, limit or describe the scope or intent of any
provisions or sections of the same.

      (h) Entire Agreement. Lessor and Lessee acknowledge that there are no
agreements or understandings, written or oral, between them with respect to the
Equipment, other than as set forth in this Master Lease Agreement and in each
Schedule and that this Master Lease Agreement and each Schedule contain the
entire agreement between Lessor and Lessee. Neither this Master Lease Agreement
nor any Schedule may be altered, modified, terminated, or discharged except by a
writing signed by the party against whom enforcement of such action is sought.

      (i) Parties. The parties hereto represent to each other that they are
entitles fully familiar with transactions of the kind reflected by this
document, and are capable of understanding the terminology and meaning of its
terms and conditions and of obtaining legal advice and analysis pertaining
thereto. IN WITNESS WHEREOF, Lessor and Lessee have caused this Master Lease
Agreement to be executed by their duly authorized representatives as of the date
first set forth above.

LESSOR:                                 LESSEE:

Lottery Enterprises, Inc.               Solutioneering

By: /s/ Brian P. Roberts                By: /s/ Shawn Lane
   --------------------------------        -------------------------------------
   Brian J. Roberts                        Shawn Lane
   Sr. VP Marketing                        President
   & Administration

DATE: 1/20/97                           DATE: 5/10/95
     ------------------------------          -----------------------------------

Per conversation with Shawn Lane and in the absence of an executed agreement by
Marshall Geller.

<PAGE>   12

                                   EXHIBIT "A"

EQUIPMENT SCHEDULE NO. __ dated as of April 1, 1995 to Master Lease Agreement #
dated as March 1, 1995 between the Lessee and Lessor below.

THIS EQUIPMENT SCHEDULE is entered into by and between the undersigned Lessee
and Lessor pursuant to the Master Lease Agreement identified above. All terms
and conditions of such Master Lease Agreement are incorporated herein and made a
part of hereof, and unless otherwise specified herein, the terms used in this
Equipment Schedule shall have the same meanings as used in the Master Lease
Agreement. Conflicts between the provisions of the Master Lease Agreement and
this Equipment Schedule are governed by the provisions hereof. Conflicts between
the provisions of this Schedule and the Rider(s) specified below shall be
governed by the provisions of such Rider(s).

By its signature hereon, Lessee represents it has read, understands and agrees
to the Terms and Conditions of the Master Lease Agreement identified above, the
provisions of this Schedule, and the provisions of the Rider(s) identified

IN WITNESS WHEREOF, Lessee and Lessor reaffirm all of the terms and conditions
of the Master Lease Agreement, except as modified hereby, and cause this
Equipment Schedule to be executed by their duly authorized representatives.

By LESSEE:                              By LESSOR:

/s/ Shawn K. Lane

Name: Shawn K. Lane                     Name:

Title: President                        Title:

Date: April 1, 1995                     Date:

1. Rent Commencement Date: April 1, 1995

2. Initial Lease Term. Three (3) years

3. Lease Payments

The period from and including the Commencement Date to and including the last
day of March, 1998.

a. The Lease Payment indicated below shall be due on the first day of each month
for the Lease Term;

(i) Lease payments for the Equipment shall be as follows:

<PAGE>   13

A down payment of $500.00 per DCR 2000; $250.00 per DCR 1200 per unit, payable
with placement of purchase order, then, Monthly Lease Payment of $144 per month
per unit for each DCR 2000; $71.00 per month per unit, plus options as stated
below for each DCR 1200 for the term of this Agreement. Optional equipment on
the DCR-1200 will be leased at a monthly rate of: Grabber-$10.50 and
Pedestal-$6.95. The initial payment for each unit shall be due 30 (thirty) days
from date of shipment to Lessee, thereafter payment is due as set forth in 3(a)
above. LEI shall also receive 1.5% (one and one-half percent of the gross
revenue after taxes generated by each DCR terminal for the term of this lease
and any renewal terms. Lessee will further provide a monthly breakdown of sales
figures for each item of Equipment for Lessor.

(ii) Other charges as defined above.

4. Location of Equipment.

      Various Locations through-out the continental United States (see attached
Equipment Location and Description List). All Equipment will be secured by
UCC-1's and the assignment of vending rights for each location where equipment
is installed by Lessee or its designees and other security as specified in the
Master Lease Agreement.

5. Equipment Description. Debit Card Retailer (DCR) terminals, specifically DCR
2000 DCR(TM) with Grabber and Datacom.
Manufacturer: Lottery Enterprises, Inc.
Certain number of DCR-1200 Debit Card Retailer terminals with Printer and
Datacom. (see attached Equipment Location and Description List).

6. Execution.

This Equipment Schedule shall not be binding on Lessor until executed and
delivered by Lessee and accepted by Lessor.

<PAGE>   14


          Qty     Model/Feature     Description      Equipment Location
          ---     -------------     -----------      ------------------
          6         DCR 2000                         Plano, Texas

<PAGE>   15

                                   EXHIBIT B

                            Certificate of Acceptance

      Schedule No. ___ dated as of April 1, 1995 to Master Lease Agreement #
dated as of March 1, 1995 (collectively the "Lease") between Lottery
Enterprises, Inc. ("Lessor") and (the "Lessee")

      1. Items of Equipment. The Lessor hereby certifies that the items of
Equipment set forth and described in the above mentioned Equipment Schedule have
been delivered to the location indicated below, inspected, and found to be in
good order as items of Leased Equipment under the Lease, all on the date of
delivery set forth below:

Location of Items of Equipment: Plano, Texas

See Attached listing.

72011242, 72011243, 72011244, 72011245, 72011246, 72011247

Date of Delivery: April 1, 1995


By: /s/ Shawn K. Lane

Name: Shawn K. Lane

Title: President