LEASE AGREEMENT

     THIS LEASE is executed this 27th day of December, 1997, by and between DUKE
REALTY  LIMITED  PARTNERSHIP,  an  Indiana limited partnership ("Landlord"), and
NORTHSTAR  TRANSMISSION  SYSTEMS,  INC.,  a  Washington  corporation ("Tenant").

                                   WITNESSETH:
                          ARTICLE 1 - LEASE OF PREMISES

     Section  1.01.  Basic  Lease  Provisions  and  Definitions.

A.     Leased  Premises  Address:  68-74  South  Park  Boulevard;
     Greenwood,  Indiana  46143;  Building  No.  2  (the  "Building");
     located  in  South  Park  Business  Center  (the  "Park");

B.     Rentable  Area:  approximately  7,933  square  feet;

Landlord  shall  use  commercially reasonable standards consistently applied, in
determining the Rentable Area and the rentable area of the Building.  Landlord's
determination  of  Rentable Area made in good faith shall conclusively be deemed
correct for all purposes hereunder, including without limitation the calculation
of  Tenant's  Proportionate  Share  and  Tenant's  Minimum  Annual  Rent.

C.     Tenant's Proportionate Share:  9.14% which was calculated by dividing the
Rentable  Area  (7,933  square feet) by the total square footage of the Building
(86,806  square  feet);

D.     Minimum  Annual  Rent:

     January  1,  1998  -  September  30,  1998          $51,992.88  per  year
     October  1,  1998  -  December  31,  2000          $75,992.88  per  year

E.     Monthly  Rental  Installments:
     January  1,  1998  -  September  30,  1998          $  4,332.74  per  month
     October  1,  1998  -  December  31,  2000          $  6,332.74  per  month

F.     Landlord's  Share  of  Expenses:  $1.81  times  the  rentable area of the
Building;

G.     Term:     Three  (3)  years;

H.     Commencement  Date:     January  1,  1998;

I.     Security  Deposit:     $6,332.74;

J.     Guarantor(s):     Suncom  Telecommunications,  Inc.;

K.     Broker(s):  n/a

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L.     Permitted  Use:  Office  use for telephone call center for cable industry
and  related  purposes;

M.     Address  for  notices:

     Landlord:      Duke  Realty  Limited  Partnership
                    888  Keystone  Crossing,  Suite  1200
                    Indianapolis,  IN  46240

        Tenant:     Northstar  Transmission  Systems,  Inc.
                    68-74  South  Park  Boulevard
                    Greenwood,  IN  46143

     Address  for  rental  and  other  payments:

               Duke  Realty  Limited  Partnership
               P.O.  Box  66259
               Indianapolis,  IN  46266

     Section  1.02.  Leased  Premises.  Landlord  hereby  leases  to  Tenant and
Tenant  leases  from  Landlord,  subject  to all of the terms and conditions set
forth  herein,  that  portion  of  the  Building  described  in  the Basic Lease
Provisions  and  outlined  on Exhibit A attached hereto (the "Leased Premises").
Landlord  also grants to Tenant, together with and subject to the rights granted
from  time  to  time  by  Landlord  to other tenants and occupants of Landlord's
premises,  the  right  to  use  the  common parking area adjoining the Building.

                         ARTICLE 2 - TERM AND POSSESSION

     Section  2.01.  Term.  The  term  of this Lease ("Lease Term") shall be the
period of time specified in the Basic Lease Provisions and shall commence on the
Commencement  Date  described  in  the Basic Lease Provisions.  Upon delivery of
possession  of  the  Leased Premises to Tenant, Tenant shall execute a letter of
understanding  acknowledging  (i)  the Commencement Date of this Lease, and (ii)
that  Tenant  has  accepted  the  Leased  Premises  for  occupancy  and that the
condition  of  the  Leased  Premises  (including  any tenant finish improvements
constructed  thereon)  and  the  Building  was  at  the time satisfactory and in
conformity  with  the  provisions of this Lease in all respects.  Such letter of
understanding  shall become a part of this Lease.  If Tenant takes possession of
and  occupies  the  Leased Premises, Tenant shall be deemed to have accepted the
Leased Premises as described above, even though Tenant may not have executed the
letter  of  understanding.

     Section  2.02.  Construction of Tenant Improvements.  Tenant has personally
inspected  the  Leased  Premises  and  accepts  the  same  "as  is"  without
representation  or  warranty  by Landlord of any kind and with the understanding
that  Landlord shall have no responsibility with respect thereto.  An "as built"
drawing  of the Leased Premises is attached hereto as Exhibit B and incorporated
herein  by  reference.

     Section  2.03.  Surrender  of the Premises.  Upon the expiration or earlier
termination  of  this  Lease,  or  upon the exercise by Landlord of its right to

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re-enter  the  Leased  Premises  without  terminating  this  Lease, Tenant shall
immediately  surrender the Leased Premises to Landlord, in broom-clean condition
and  in  good order, condition and repair, except for ordinary wear and tear and
damage  which  Tenant  is not obligated to repair.  Tenant shall also remove its
personal  property, trade fixtures and any of Tenant's alterations designated by
Landlord;  promptly  repair  any  damage caused by such removal; and restore the
Leased Premises to the condition existing prior to the installation of the items
so  removed.  If Tenant fails to do so, Landlord may restore the Leased Premises
to  such  condition  at  Tenant's  expense,  and  Landlord may cause all of said
property  to be removed at Tenant's expense, and Tenant hereby agrees to pay all
the  costs  and  expenses  thereby  reasonably incurred.  All property of Tenant
which  is  not  removed within ten (10) days following Landlord's written demand
therefor  shall  be  conclusively  deemed  to have been abandoned by Tenant, and
Landlord shall be entitled to dispose of such property without thereby incurring
any  liability  to  Tenant.  The  provisions  of  this section shall survive the
expiration  or  other  termination  of  this  Lease.

     Section  2.04.  Holding  Over.  If  Tenant retains possession of the Leased
Premises after the expiration or earlier termination of this Lease, Tenant shall
become a tenant from month to month at 150% of the Monthly Rental Installment in
effect at the end of the Lease Term (plus Additional Rent as provided in Article
3  hereof),  and  otherwise  upon  the  terms,  covenants  and conditions herein
specified,  so  far  as  applicable.  Acceptance  by Landlord of rent after such
expiration  or  earlier termination shall not result in a renewal of this Lease,
and  Tenant  shall  vacate  and  surrender  the Leased Premises to Landlord upon
Tenant  being  given  thirty  (30)  days  prior  written notice from Landlord to
vacate.

                                ARTICLE 3 - RENT

     Section  3.01.  Base  Rent.  Tenant shall pay to Landlord as Minimum Annual
Rent  for  the  Leased Premises the sum specified in the Basic Lease Provisions,
payable  in  equal  consecutive Monthly Rental Installments, in advance, without
deduction  or  offset,  beginning  on the Commencement Date and on or before the
first  day  of  each  and every calendar month thereafter during the Lease Term.
The  Monthly  Rental  Installment  for partial calendar months shall be prorated
based  on  the  number  of  days  during  the  month this Lease was in effect in
relation  to  the  total  number  of  days  in  such  month.

     Section  3.02.  Additional  Rent.  In  addition  to the Minimum Annual Rent
specified in this Lease, Tenant agrees to pay to Landlord for each calendar year
during  the  Lease  Term, as "Additional Rent," Tenant's Proportionate Share (as
described  in  the  Basic  Lease  Provisions) of all costs, charges and expenses
incurred  by  Landlord during the Lease Term for Real Estate Taxes and Operating
Expenses  for  the  Building  and appurtenant common areas (collectively "Common
Area Charges") to the extent such Common Area Charges exceed Landlord's Share of
Expenses (that is, Common Area Charges minus Landlord's Share of Expenses, times
Tenant's  Proportionate  Share).

     "Operating  Expenses"  shall mean all of Landlord's expenses for operation,
repair,  replacement  and  maintenance  as  necessary  to  keep the Building and
appurtenant  common  areas  in  good  order, condition and repair (including all
additional  direct  costs  and  expenses  of  operation  and  maintenance of the
Building  which  Landlord  reasonably  determines it would have paid or incurred

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during  such  year  if the Building had been fully occupied), including, but not
limited  to,  management  fees;  utilities;  stormwater discharge fees; license,
permit,  inspection  and  other  fees;  environmental  and pollution testing and
consultation fees related thereto; fees and assessments imposed by any covenants
or  owners'  association;  tools  and  supplies;  security  services;  insurance
premiums;  and  maintenance  and  repair  of  the  driveways  and  parking areas
(including  snow  removal),  exterior  lighting  facilities,  landscaped  areas,
walkways,  curbs,  drainage  strips,  sewer  lines,  exterior walls, foundation,
structural  frame, roof and gutters.  Operating Expenses shall not include costs
of  capital  improvements  unless  such capital improvements are required by any
governmental  authority,  law  or  regulation,  in  which  event  such  capital
expenditure  shall  be  amortized  pursuant  to  generally  accepted  accounting
principles,  and  only  the  amortized  portion  thereof  shall  be  included in
Operating  Expenses  each  year.

     "Real  Estate  Taxes"  shall  include  any  form  of  real  estate  tax  or
assessment,  general,  special,  ordinary or extraordinary, and any license fee,
commercial  rental  tax,  improvement  bond  or  bonds,  levy or tax (other than
inheritance,  personal  income  or  estate  taxes) imposed upon the Building and
common  areas  (or  against  Landlord's business of leasing the Building) by any
authority  have  the  direct  or  indirect power to tax, together with costs and
expenses  of  contesting  the  validity  or amount of Real Estate Taxes.  If the
property  is  not  separately  assessed,  then  Tenant's  liability  shall be an
equitable  proportion  of  the  real  estate  taxes  for  all  of  the  land and
improvements  included  within  the  tax parcel assessed.  Landlord's reasonable
determination  thereof,  in  good  faith,  shall  be  conclusive.

     Tenant  shall  pay,,  prior  to delinquency, all taxes assessed against and
levied  upon  trade  fixtures,  furnishings,  equipment  and  all other personal
property  of Tenant contained in the Leased Premises or elsewhere.  Tenant shall
cause  such trade fixtures, furniture, equipment and all other personal property
to  be  assessed  and  billed  separately  from  the  Leased  Premises.

     Section  3.03.  Payment  of Additional Rent.  Landlord shall be entitled to
estimate  the  total  amount of Additional Rent to be paid by Tenant during each
calendar  year of the Lease Term, whereupon commencing on the Commencement Date,
Tenant  shall  pay  to  Landlord each month, at the same time the Monthly Rental
Installment  is  due,  an  amount  equal  to one-twelfth (1/12) of the estimated
Additional  Rent  for such year.  Within a reasonable time after the end of each
calendar  year, Landlord shall submit to Tenant a statement of the actual amount
of  such  Additional  Rent  and  within  thirty  (30) days after receipt of such
statement,  Tenant  shall  pay any deficiency between the actual amount owed and
the  estimates  paid  during such calendar year, or in the event of overpayment,
Landlord  shall  credit  the  amount  of  such  overpayment  toward  the  next
installments of Minimum Rent; provided, however, Tenant shall not be entitled to
a  credit  if  actual  Common  Area  Charges  are  less than Landlord's Share of
Expenses.  To  the  extent  that  the  Lease  Term includes any partial calendar
years, the Additional Rent included in this section shall be prorated based upon
the  number of days in such calendar year included within the Lease Term divided
by  360.

     Section 3.04.  Late Charges.  Tenant acknowledges that Landlord shall incur
certain  additional  unanticipated  costs and expenses, including administrative
costs  and  attorneys'  fees, if Tenant fails to timely pay any payment required
hereunder.  Therefore,  as  compensation  for  such  additional expenses, and in
addition  to  the other remedies available to Landlord hereunder, if any payment

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of  Minimum  Rent  or  any  other sum or charge required to be paid by Tenant to
Landlord  hereunder  shall  become overdue for a period of five (5) days, a late
charge  of  seven  percent (7%) of the payment so due shall be paid by Tenant as
additional  rent.  In  addition, if Tenant fails to pay within fifteen (15) days
after  the  same  is  due  and  payable any sum or charge required to be paid by
Tenant  to  Landlord,  such  unpaid amount shall bear interest from the due date
thereof  to  the date of payment at the rate of fifteen percent (15%) per annum.

                          ARTICLE 4 - SECURITY DEPOSIT

     Tenant,  upon  execution  of  this  Lease,  shall deposit with Landlord the
Security  Deposit as specified in the Basic Lease Provisions as security for the
full  and  faithful  performance  by  Tenant of all of the terms, conditions and
covenants  contained  in  this  Lease  on  the  part  of Tenant to be performed,
including but not limited to the payment of the rent.  In the event of a default
by  Tenant  of  any  term,  condition or covenant herein contained, Landlord may
apply all or any part of such security deposit to curing all or any part of such
default; and Tenant agrees to promptly, upon demand, deposit such additional sum
with  Landlord  as  may  be required to maintain the full amount of the security
deposit.  All  sums  held  by Landlord pursuant to this section shall be without
interest.  At  the end of the Lease Term, provided that there is then no uncured
default,  Landlord  shall  return  the  security  deposit  to  Tenant.

                                 ARTICLE 5 - USE

     Section  5.01.  Use of Leased Premises.  The Leased Premises are to be used
by  Tenant  solely  as  provided in the Basic Lease Provisions, and for no other
purposes  without  the  prior  written  consent  of  Landlord.

     Section  5.02.  Covenants  of Tenant Regarding Use.  In connection with its
use  of  the  Leased  Premises,  Tenant  agrees  to  do  the  following:

     (a)     Tenant  shall  (i) use and maintain the Leased Premises and conduct
its  business  thereon  in  a  safe,  careful, reputable and lawful manner, (ii)
comply  with  all  laws,  rules, regulations, orders, ordinances, directions and
requirements  of any governmental authority or agency, now in force or which may
hereafter  be  in  force,  including without limitation those which shall impose
upon Landlord or Tenant any duty with respect to or triggered by a change in the
use  or occupation of, or any improvement or alteration to, the Leased Premises,
and  (iii)  comply  with  and  obey  all  reasonable directions of the Landlord,
including any Rules and Regulations that may be adopted by Landlord form time to
time.

     (b)     Tenant  shall  not  (i)  use  the  Leased Premises for any unlawful
purpose  or  act,  (ii)  commit  or  permit  any  waste  or damage to the Leased
Premises,  (iii)  store  any inventory, equipment or any other materials outside
the  Leased  Premises,  or (iv) do or permit anything to be done in or about the
Leased  Premises  or  appurtenant  common  areas which constitutes a nuisance or
which  will in any way obstruct or interfere with the rights of other tenants or
occupants  of  the  Building  or  injure  or  annoy them.  Landlord shall not be
responsible  to Tenant for the nonperformance by any other tenant or occupant of
the  Building  of  its  lease  or  of  any  Rules  and  Regulations.

     (c)     Tenant  shall  not overload the floors of the Leased Premises as to
cause  damage  to the floor.  All damage to the floor structure or foundation of
the  Building due to improper positioning or storage of items or materials shall

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be  repaired  by  Landlord  at  the  sole expense of Tenant, who shall reimburse
Landlord  immediately  therefor  upon  demand.

     (d)     Tenant  shall  not  use  the  Leased  Premises, or allow the Leased
Premises to be used, for any purpose or in any manner which would, in Landlord's
opinion,  invalidate  any  policy  of  insurance now or hereafter carried on the
Building  or increase the rate of premiums payable on any such insurance policy.
Should  Tenant  fail  to comply with this covenant, Landlord may, at its option,
require  Tenant  to  stop  engaging in such activity or to reimburse Landlord as
Additional  Rent  for  any  increase in premiums charged during the term of this
Lease  on  the  insurance  carried  by  Landlord  on  the  Leased  Premises  and
attributable  to  the  use  being  made  of  the  Leased  Premises  by  Tenant.

     (e)     Tenant  may,  at  its  own  expense,  erect  a  sign concerning its
business  which  shall  be  in  keeping  with  the  d cor and other signs on the
Building,  provided  that  such  sign  is first approved by Landlord in writing.
Landlord's approval, if given, may be conditioned upon such criteria as Landlord
deems  appropriate to maintain the area in a neat and attractive manner.  Tenant
agrees  to maintain any sign in good state of repair, and upon expiration of the
Lease  Term,  Tenant  shall  promptly  remove  the sign and repair any resulting
damage  to  the  Leased  Premises  or  Building.

     Section  5.03.  Landlord's Rights Regarding Use.  In addition to the rights
specified  elsewhere  in  this  Lease,  Landlord shall have the following rights
regarding  the  use  of  the  Leased Premises or the appurtenant common areas by
Tenant,  its  employees,  agents,  customers  and invitees, each of which may be
exercised  without  notice  or  liability  to  Tenant:

     (a)     Landlord  may install such signs, advertisements, notices or tenant
identification  information  as  it  shall  deem  necessary  or  proper.

     (b)     Landlord  shall  have  the right at any time to change or otherwise
alter the appurtenant common areas.  Landlord may control the appurtenant common
areas  in  such  manner  as  it  deems  necessary  or  proper.

     (c)     Landlord  or  Landlord's  agent  shall  be  permitted to inspect or
examine  the Leased Premises at any reasonable time, and Landlord shall have the
right  to  make  any  repairs to the Leased Premises which are necessary for its
preservation;  provided,  however, that any repairs made by Landlord shall be at
Tenant's  expense,  except as provided in Section 7.02 hereof.  If Tenant is not
present  to open and permit such entry into the Leased Premises at any time when
such  entry  is necessary or permitted hereunder, Landlord and its employees and
agents  may  enter  the  Leased  Premises  by  means  of a master or pass key or
otherwise.  Landlord  shall  incur  no  liability  to Tenant for such entry, nor
shall  such  entry  constitute  an  eviction  of Tenant or a termination of this
Lease,  or  entitle  Tenant  to  any  abatement  of  rent  therefor.

                       ARTICLE 6 - UTILITIES AND SERVICES

     Tenant  shall  obtain  in  its  own  name  and  shall  pay  directly to the
appropriate  supplier  the cost of all utilities and services serving the Leased
Premises,  including  but  not limited to:  natural gas, heat, light, electrical
power,  telephone,  janitorial  service, refuse disposal and other utilities and

<PAGE>

services.  However,  if any services or utilities are jointly metered with other
property,  Landlord  shall  make  a  reasonable  determination  of  Tenant's
proportionate  share of the cost of such utilities and services and Tenant shall
pay  such share to Landlord within fifteen (15) days after receipt of Landlord''
written statement.  Landlord shall not be liable in damages or otherwise for any
failure or interruption of any utility service or other service furnished to the
Leased  Premises;  and  no  such failure or interruption shall entitle Tenant to
terminate  this  Lease  or  withhold  sums  due  hereunder.

                       ARTICLE 7 - MAINTENANCE AND REPAIRS

     Section  7.01.  Tenant's  Responsibility.  During  the  term of this Lease,
Tenant shall, at its own cost and expense, maintain in good condition and repair
the interior of the Leased Premises, including but not limited to the electrical
systems,  heating and air conditioning systems, plate glass, floors, windows and
doors,  sprinkler  and plumbing systems.  Tenant, at its expense, shall obtain a
preventive maintenance contract on the heating, ventilating and air-conditioning
systems  which shall be subject to Landlord's reasonable approval.  Tenant shall
provide  Landlord  with  a  copy of the preventive maintenance contract no later
than  ninety  (90) days after the Commencement Date.  The preventive maintenance
contract  shall  meet  or  exceed  Landlord's standard maintenance criteria, and
shall provide for the inspection and maintenance of the heating, ventilating and
air  conditioning  system  on  not  less  than  a  semi-annual  basis.

     Section  7.02.  Landlord's  Responsibility.  During the term of this Lease,
Landlord  shall  maintain in good condition and repair the roof, exterior walls,
foundation  and  structural frame of the Building and the parking and landscaped
areas,  the  costs  of  which shall be included in Operating Expenses; provided,
however, that to the extent any of the foregoing items require repair because of
the  negligence,  misuse, or default of Tenant, its employees, agents, customers
or  invitees,  Landlord  shall  make  such  repairs  at  Tenant's  expense.

     Section  7.03.  Alterations.  Tenant  shall  not  permit  structural  or
non-structural  alterations or additions in or to the Leased Premises unless and
until  the  plans  have been approved by Landlord in writing.  As a condition of
such approval, Landlord may require Tenant to remove the alterations and restore
the  Leased  Premises  upon  termination  of  this  Lease;  otherwise,  all such
alterations  or  improvements, except movable office furniture and equipment and
trade  fixtures,  shall at Landlord's option become a part of the realty and the
property  of Landlord, and shall not be removed by Tenant.  If Landlord consents
to  Tenant's  performance  of  alterations  or additions to the Leased Premises,
Tenant  shall  ensure  that  all  alterations and improvements which are made or
necessitated  thereby  shall  be  made  in  accordance with all applicable laws,
regulations  and building codes, in a good and workmanlike manner and in quality
equal  to  or better than the original construction of the Building.  Landlord's
approval  of  the  plans,  specifications  and  working  drawings  for  Tenant's
alterations  shall create no responsibility or liability on the part of Landlord
for  their  completeness, design sufficiency, or compliance with all laws, rules
and regulations of governmental agencies or authorities.  Tenant shall indemnify
and  save  harmless  Landlord from all costs, loss or expense in connection with
any  construction  or  installation.  No  person  shall  be entitled to any lien
directly  or  indirectly derived through or under Tenant or through or by virtue
of  any  act or omission of Tenant upon the Leased Premises for any improvements

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or  fixtures made thereon or installed therein or for or on account of any labor
or  material furnished to the Leased Premises or for or on account of any matter
or  thing  whatsoever; and nothing in this Lease contained shall be construed to
constitute  a  consent  by Landlord to the creation of any lien.  If any lien is
filed  against  the  Leased  Premises for work claimed to have been done for, or
material claimed to have been furnished to, Tenant, Tenant shall cause such lien
to be discharged of record within thirty (30) days after filing by bonding or in
any other lawful manner.  Tenant shall indemnify and save harmless Landlord form
all  costs,  losses,  expenses,  and attorneys' fees in connection with any such
lien.

                              ARTICLE 8 - CASUALTY

     Section  8.01.  Casualty.  In  the event of total or partial destruction of
the  Building  or the Leased Premises by fire or other casualty, Landlord agrees
to  promptly  restore  and  repair  the Leased Premises; provided, however, that
Landlord's  obligation  hereunder shall be limited to the reconstruction of such
of  the  tenant  finish  improvements  as were originally required to be made by
Landlord,  if  any.  Any insurance proceeds not used by Landlord in restoring or
repairing  the  Leased  Premises  shall  be the sole property of Landlord.  Rent
shall  proportionately  abate  during  the time that the Leased Premises or part
thereof  are  unusable  because of any such damage thereto.  Notwithstanding the
foregoing,  if  the  Leased  Premises  are  (i) so destroyed that they cannot be
repaired  or rebuilt within one hundred eighty (180) days from the date on which
the  insurance  claim  is adjusted; or (ii) destroyed by a casualty which is not
covered  by  the  insurance  required  hereunder  or, if covered, such insurance
proceeds  are not released by any mortgagee entitled thereto or are insufficient
to  rebuild  the Building and the Leased Premises; then, in the case of a clause
(i)  casualty,  either  Landlord or Tenant may, or, in the case of a clause (ii)
casualty,  then  Landlord may, upon thirty (30) days written notice to the other
party,  terminate  and  cancel this Lease; and all further obligations hereunder
shall  thereupon  cease  and  terminate.

     Section  8.02.  Fire  and  Extended Coverage Insurance.  During the term of
this  Lease, Landlord shall maintain fire and extended coverage insurance on the
Building  for  the full replacement value of the Building, but shall not protect
Tenant's property on the Leased Premises; and, notwithstanding the provisions of
Section  9.01, Landlord shall not be liable for any damage to Tenant's property,
regardless  of  cause,  including  the negligence of Landlord and its employees,
agents,  and  invitees.  Tenant  hereby  expressly  waives any right of recovery
against  Landlord  (or  any  other  tenant  of  the  Building) for damage to any
property  of  Tenant  located  in  or about the Leased Premises, however caused,
including  the  negligence  of Landlord and its employees, agents, and invitees;
and,  notwithstanding  the  provisions  of  Section  9.01 below, Landlord hereby
expressly  waives any rights of recovery against Tenant for damage to the Leased
Premises  or  the  Building  which  is insured against under Landlord's fire and
extended  coverage  insurance.  All insurance policies maintained by Landlord or
Tenant  as  provided  in  this  Lease  shall contain an agreement by the insurer
waiving the insurer's right of subrogation against the other party to this Lease
and  agreeing  not  to  acquire  any  rights  of  recovery which the insured has
expressly  waived  prior  to  loss.

                         ARTICLE 9 - LIABILITY INSURANCE

     Section  9.01.  Tenant's  Responsibility.  Landlord  shall not be liable to
Tenant  or  to any other person for (i) damage to property or injury or death to
persons  due  to  the  condition  of  the  Leased  Premises, the Building or the
appurtenant common areas, or (ii) the occurrence of any accident in or about the
Leased  Premises or the appurtenant common areas, or (iii) any act or neglect of

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Tenant  or  any other tenant or occupant of the Building or of any other person,
unless  and to the extent such damage, injury or death is directly the result of
Landlord''  negligence;  and  Tenant  hereby  releases Landlord from any and all
liability  for  the  same.  Tenant  shall be liable for, and shall indemnify and
defend Landlord and hold it harmless from, any and all liability for (i) any act
or neglect of Tenant and any person coming on the Leased Premises or appurtenant
common  areas  by  the license of Tenant, express or implied, (ii) any damage to
the  Leased  Premises,  and  (iii) any loss of or damage or injury to any person
(including  death resulting therefrom) or property occurring in, on or about the
Leased Premises, regardless of cause, except for any loss or damage from fire or
casualty  insured  as provided in Section 8.02 and except for that caused solely
and  directly  by  Landlord's negligence.  Notwithstanding the foregoing, Tenant
shall bear the risk of any loss or damage to its property as provided in Section
8.02.

     Section  9.02.  Tenant's Insurance.  Tenant, in order to insure against the
liabilities  specified in this Lease, shall at all times during the term of this
Lease  carry,  at  its  own  expense,  one  or  more  policies of general public
liability  and  property  damage  insurance,  issued  by  one  or more insurance
companies  acceptable  to  Landlord,  with  the  following  minimum  coverage's:

A.     Worker's  Compensation:  minimum  statutory  amount.

B.     Comprehensive General Liability Insurance, including blanket, contractual
liability,  broad  form  property damage, personal injury, completed operations,
products  liability,  and fire damage:  Not less than $1,000,000 combined Single
Limit  for  both  bodily  injury  and  property  damage.

C.     Fire  and  Extended  Coverage,  Vandalism  and  Malicious  Mischief,  and
Sprinkler  Leakage insurance, if applicable, for the full cost of replacement of
Tenant's  property.

D.     Business  interruption  insurance.

The  insurance  policy  or  policies  shall protect Tenant and Landlord as their
interests  may  appear,  naming  Landlord  and  Landlord's  managing  agent  and
mortgagee  as  additional  insureds,  and  shall  provide  that  they may not be
cancelled  on  less  than  thirty  (30)  days  prior written notice to Landlord.
Tenant  shall  furnish  Landlord  with  Certificates of Insurance evidencing all
required  coverage.  Should  Tenant  fail  to  carry  such insurance and furnish
Landlord  with such Certificates of Insurance after a request to do so, Landlord
shall  have the right to obtain such insurance and collect the cost thereof from
Tenant  as  additional  rent.

                           ARTICLE 10 - EMINENT DOMAIN

     If  all or any substantial part of the Building or appurtenant common areas
shall be acquired by the exercise of eminent domain, Landlord may terminate this
Lease  by  giving  written  notice  to  Tenant  within  fifteen  (15) days after
possession thereof is so taken.  If all or any part of the Leased Premises shall
be  acquired  by the exercise of eminent domain in such a manner that the Leased

<PAGE>

Premises  shall  become  unusable by Tenant for the purpose for which it is then
being used, Tenant may terminate this Lease by giving written notice to Landlord
within fifteen (15) days after possession of the Leased Premises or part thereof
is so taken.  Tenant shall have no claim against Landlord on account of any such
acquisition for the value of any unexpired lease term remaining after possession
of the Leased Premises is taken.  All damages awarded shall belong to and be the
sole  property  of Landlord; provided, however, that Tenant shall be entitled to
any award expressly made to Tenant by any governmental authority for the cost of
or  the  removal  of  Tenant's  stock,  equipment  and fixtures and other moving
expenses.

                      ARTICLE 11 - ASSIGNMENT AND SUBLEASE

     Tenant  shall  not assign this Lease or sublet the Leased Premises in whole
or  in  part  without  Landlord's  prior  written  consent.  In the event of any
assignment or subletting, Tenant shall remain primarily liable to perform all of
the  covenants and conditions contained in this Lease, including but not limited
to  payment  of  Minimum  Rent  and  Additional  Rent  as  provided herein.  The
acceptance  of  rent from any other person shall not be deemed to be a waiver of
any of the provisions of this Lease or to be a consent to the assignment of this
Lease  or  the  subletting  of  the  Leased  Premises.

     Without  in  any  way limiting Landlord's right to refuse to consent to any
assignment or subletting of this Lease, Landlord reserves the right to refuse to
give  such  consent  if  in Landlord's discretion and opinion (i) the use of the
Leased  Premises  is  or may be in any way adversely affected; (ii) the business
reputation  of  the  proposed  assignee  or subtenant is deemed unacceptable; or
(iii)  the financial worth of the proposed assignee or subtenant is insufficient
to  meet  the  obligations  hereunder  or is less than that of Tenant.  Landlord
further  expressly  reserves  the  right  to  refuse  to give its consent to any
subletting  if  the  proposed  rent is to be less than the then current rent for
similar  premises  in  the  Park.  Tenant  agrees  to  reimburse  Landlord  for
reasonable  accounting  and  attorneys'  fees  incurred  in conjunction with the
processing  and  documentation  of  any  such  requested  transfer,  assignment,
subletting  or any other hypothecation of this Lease or Tenant's interest in and
to  the  Leased  Premises.

                       ARTICLE 12 - TRANSFERS BY LANDLORD

     Section  12.01.  Sale  and Conveyance of the Building.  Landlord shall have
the  right  to  sell and convey the Building at any time during the term of this
Lease,  subject  only  to  the  rights  of  Tenant  hereunder; and such sale and
conveyance  shall operate to release Landlord from liability hereunder after the
date  of  such  conveyance.

     Section  12.02.  Subordination  and  Estoppel  Certificate.  Landlord shall
have  the  right to subordinate this Lease to any mortgage presently existing or
hereafter  placed  upon  the  Building by so declaring in such mortgage; and the
recording  of  any  such mortgage shall make it prior and superior to this Lease
regardless of the date of execution or recording of either document.  Within ten
(10)  days  following  receipt  of a written request from Landlord, Tenant shall
execute  and  deliver  to  Landlord,  without  cost:

     (a)  any  instrument  which  Landlord  may  deem  necessary or desirable to
confirm  the  subordination of this Lease.  If Tenant fails or refuses to do so,
Landlord  may  execute  such  instrument  in  the name and as the act of Tenant.

     (b)  an  estoppel  certificate  in  such  form  as  Landlord may reasonably
request  certifying  (i)  that  this  Lease  is  in  full  force  and effect and
unmodified  (or, if modified, stating the nature of such modification), (ii) the
date  to  which  rent  has  been  paid,  (iii)  that  there are not, to Tenant's
knowledge,  any  uncured  defaults  (or  specifying  such  defaults  if  any are

<PAGE>

claimed),  and  (iv)  any  other  matters  or state of facts reasonably required
respecting  the  Lease  or  Tenant's  occupancy  of  the  Leased Premises.  Such
estoppel may be relied upon by Landlord and by any purchaser or mortgagee of all
or  any part of the Building.  Tenant's failure to deliver such statement within
such period shall be conclusive upon Tenant that this Lease is in full force and
effect  and  unmodified  and  that  there  are no uncured defaults in Landlord's
performance  hereunder.

     (c)  Notwithstanding  the  foregoing,  if the mortgagee shall take title to
the  Leased  Premises through foreclosure or deed in lieu of foreclosure, Tenant
shall  be  allowed  to continue in possession of the Leased Premises as provided
for  in  this Lease so long as Tenant shall not be in default.  Tenant shall, in
the  event any proceedings are brought to foreclose any such mortgage, attorn to
the  purchaser  upon  any  such  foreclosure and recognize such purchaser as the
landlord  under  this  Lease.

     Section  12.03.  Lender's  Rights.  Landlord  shall  have the right, at any
time and from time to time, to notify Tenant in writing that Landlord has placed
a  mortgage  on  the Building, specifying the identity of the Lender ("Lender").
Following  receipt  of  such notice, Tenant agrees to give such Lender a copy of
any  notice of default served by Tenant on Landlord.  Tenant further agrees that
if  Landlord  fails  to  cure  any  default as provided in Section 13.03 herein,
Lender  shall  have  an  additional  thirty  (30) days within which to cure such
default;  provided, however, that if the term, condition, covenant or obligation
to be performed by Landlord is of such nature that the same cannot reasonably be
performed  within  such  thirty-day period, such default shall be deemed to have
been  cured  if Lender, commences such performance within said thirty-day period
and  thereafter  diligently  completes  the  same.

                         ARTICLE 13 - DEFAULT AND REMEDY

     Section  13.01.  Default.  The  occurrence of any of the following shall be
deemed  an  "Event  of  Default":

     (a)  Tenant  shall fail to pay any Monthly Rental Installment or Additional
Rent  within  five  (5)  days after the same shall be due and payable, or Tenant
shall  fail  to  pay  any other amounts due Landlord form Tenant within ten (10)
days  after  the  same  shall  be  due  and  payable.

     (b)  Tenant  shall fail to perform or observe any term, condition, covenant
or  obligation  as required under this Lease for a period of ten (10) days after
notice  thereof from Landlord; provided, however, that if the nature of Tenant's
default  is  such  that more than ten days are reasonably required to cure, then
such  default  shall  be  deemed  to  have  been  cured if Tenant commences such
performance  within  said ten-day period and thereafter diligently completes the
required  action  within  a  reasonable  time.

     (c)     Tenant  shall vacate or abandon the Leased Premises for any period,
or  fail  to occupy the Leased Premises or any substantial portion thereof for a
period  of  thirty  (30)  days.

     (d)     All  or substantially all of Tenant's assets in the Leased Premises
or  Tenant's  interest in this Lease are attached or levied under execution (and
Tenant  does  not  discharge  the  same  within  sixty  (60) days thereafter); a
petition in bankruptcy, insolvency or for reorganization or arrangement is filed
by  or  against  Tenant  (and Tenant fails to secure a stay or discharge thereof

<PAGE>

within  sixty (60) days thereafter); Tenant shall be insolvent and unable to pay
its  debts as they become due; Tenant makes a general assignment for the benefit
of  creditors;  Tenant  takes  the  benefit of any insolvency action or law; the
appointment  of  a receiver or trustee in bankruptcy for Tenant or its assets if
such  receivership  has  not  been  vacated or set aside within thirty (30) days
thereafter;  dissolution  or  other termination of Tenant's corporate charter if
Tenant  is  a  corporation.

     Section  13.02.  Remedies.  Upon  the  occurrence  of any Event of Default,
Landlord  shall  have  the  following  rights and remedies, in addition to those
allowed by law, any one or more of which may be exercised without further notice
to  or  demand  upon  Tenant:

     (a)     Landlord  may  apply  the  security  deposit or re-enter the Leased
Premises  and cure any default of Tenant, and Tenant shall reimburse Landlord as
additional  rent  for  any costs and expenses which Landlord thereby incurs; and
Landlord  shall  not be liable to Tenant for any loss or damage which Tenant may
sustain  by  reason  of  Landlord's  action,  regardless  of  whether  caused by
Landlord's  negligence  or  otherwise.

     (b)  Landlord  may terminate this Lease or, without terminating this Lease,
terminate  Tenant's right to possession of the Leased Premises as of the date of
such default, and thereafter (i) neither Tenant nor any person claiming under or
through  Tenant  shall  be  entitled  to  possession of the Leased Premises, and
Tenant  shall  immediately  surrender  the Leased Premises to Landlord; and (ii)
Landlord  may  re-enter  the Leased Premises and dispossess Tenant and any other
occupants  of  the  Leased  Premises  by  any  lawful means and may remove their
effects,  without  prejudice  to any other remedy which Landlord may have.  Upon
the  termination  of  this  Lease,  Landlord  may  declare the present value (as
determined  by  Landlord) of all rent which would have been due under this Lease
for  the  balance of the Lease Term to be immediately due and payable, whereupon
Tenant shall be obligated to pay the same to Landlord, together with all loss or
damage  which  Landlord  may  sustain  by  reason  of Tenant's default ("Default
Damages"),  which  shall  include  without  limitation expenses of preparing the
Leased Premises for re-letting, demolition, repairs, tenant finish improvements,
and  brokers' and attorneys' fees, it being expressly understood and agreed that
the  liabilities and remedies specified in this subsection (b) shall survive the
termination  of  this  Lease.

     (c)  Landlord  may,  without  terminating  this  Lease, re-enter the Leased
Premises and re-let all or any part thereof for a term different from that which
would  otherwise have constituted the balance of the Lease Term and for rent and
on  terms and conditions different from those contained herein, whereupon Tenant
shall  be  immediately  obligated  to  pay to Landlord as liquidated damages the
difference  between  the  rent  provided for herein and that provided for in any
lease  covering  a  subsequent re-letting of the Leased Premises, for the period
which  would  otherwise have constituted the balance of the Lease Term, together
with  all  of  Landlord's  Default  Damages.

     (d)  Landlord  may  sue for injunctive relief or to recover damages for any
loss  resulting  from  the  breach.

     (e)  In  addition to the defaults and remedies described above, the parties
hereto  agree  that  if  Tenant  defaults  in  the  performance  of any (but not
necessarily  the  same)  term or condition of this Lease three (3) or more times
during  any  twelve  (12)  month period, regardless of whether such defaults are

<PAGE>

ultimately  cured,  then  such  conduct shall, at Landlord's option, represent a
separate  Event  of  Default.  Tenant  acknowledges that (i) Landlord will incur
additional  unanticipated  costs  as  a  result  of  such  repetitive  defaults,
including  but  not limited to administrative costs and legal fees, and (ii) the
purpose  of this provision is to adequately compensate Landlord for those costs,
which  would be difficult to determine with certainty.  Therefore, Tenant agrees
to  pay  to  Landlord  upon  a default under this habitual default provision the
amount  of  One  Thousand Dollars ($1,000.00) as liquidated damages to cure such
default, payable within ten (10) days after written demand therefor to Tenant by
Landlord.

     Section  13.03.  Landlord's  Default and Tenant's Remedies.  Landlord shall
be  in  default  if  it  shall  fail  to perform or observe any term, condition,
covenant  or obligation as required under this Lease for a period of thirty (30)
days after written notice thereof from Tenant to Landlord and to Lender, if any;
provided,  however,  that  if  the term, condition, covenant or obligation to be
performed  by  Landlord  is  of  such  nature that the same cannot reasonably be
performed  within  such  thirty-day period, such default shall be deemed to have
been  cured if Landlord commences such performance within said thirty-day period
and  thereafter diligently undertakes to complete the same.  Upon the occurrence
of  any such default, Tenant may sue for injunctive relief or to recover damages
for  any  loss  resulting  from  the breach, but Tenant shall not be entitled to
terminate  this  Lease  or  withhold,  offset  or  abate any rent due hereunder.

     Section 13.04.  Limitation of Landlord's Liability.  If Landlord shall fail
to perform or observe any term, condition, covenant or obligation required to be
performed  or  observed  by  it  under  this  Lease  and  if  Tenant shall, as a
consequence  thereof,  recover  a  money  judgment  against  Landlord  (whether
compensatory  or punitive in nature), Tenant agrees that it shall look solely to
Landlord''  right,  title and interest in and to the Building for the collection
of  such  judgment;  and  Tenant further agrees that no other assets of Landlord
shall  be  subject  to  levy, execution or other process for the satisfaction of
Tenant's  judgment  and  that  Landlord  shall  not be personally liable for any
deficiency.

     The  references  to  "Landlord"  in this Lease shall be limited to mean and
include only the owner or owners, at the time, of the fee simple interest in the
Building.  In  the  event  of  a  sale  or  transfer  of such interest (except a
mortgage  or  other  transfer  as  security  for  a debt),m the "Landlord" named
herein,  or,  in the case of a subsequent transfer, the transferor, shall, after
the  date of such transfer, be automatically released from all liability for the
performance  or  observance  of  any  term,  condition,  covenant  or obligation
required  to  be performed or observed by Landlord hereunder; and the transferee
shall  be  deemed  to  have  assumed all of such terms, conditions, covenant and
obligations.

     Section 13.05.  Nonwaiver of Defaults.  Neither party's failure or delay in
exercising any of its rights or remedies or other provisions of this Lease shall
be  construed  to be a waiver thereof or affect its right thereafter to exercise
or enforce each and every such right or remedy or other provision.  No waiver of
any  default  shall  be  deemed to be a waiver of any other default.  Landlord's
receipt of less than the full rent due shall not be construed to be other than a
payment  on  account of rent then due, nor shall any statement on Tenant's check
or  any letter accompanying Tenant's check be deemed an accord and satisfaction,

<PAGE>

and  Landlord  may  accept such payment without prejudice to Landlord's right to
recover  the balance of the rent due or to pursue any other remedies provided in
this  Lease.  No  act  or omission by Landlord or its employees or agents during
the  term  of  this  Lease  shall  be deemed an acceptance of a surrender of the
Leased  Premises,  and  no  agreement  to accept such a surrender shall be valid
unless  in  writing  and  signed  by  Landlord.

     Section  13.06.  Attorneys'  Fees.  If  either  party  defaults  in  the
performance  or  observance  of  any  of  the  terms,  conditions,  covenants or
obligations  contained  in  this  Lease  and  the non-defaulting party obtains a
judgment  against  the  defaulting  party,  then  the defaulting party agrees to
reimburse  the  non-defaulting  party  for the attorneys' fees incurred thereby.

                ARTICLE 14 - LANDLORD'S RIGHT TO RELOCATE TENANT

     Landlord  shall  have  the  right, at its option, upon at least thirty (30)
days'  prior  written notice to Tenant, to relocate Tenant and to substitute for
the  Leased  Premises  other space in the Building or in the Park, containing at
least  as  much  rentable  area  as the Leased Premises.  Such substituted space
shall  be improved by Landlord, at its expense, with improvements at least equal
in  quantity  and  quality  to  those  in  the  Leased Premises.  Landlord shall
reimburse  Tenant  for  all reasonable expenses incurred with and caused by such
relocation (including telephone installation, moving of equipment and furniture,
and printing of stationery with the Tenant's new address) within sixty (60) days
following receipt from Tenant of invoices or receipts marked "paid in full."  In
no  event  shall Landlord be liable to Tenant for any consequential damages as a
result  of  any such relocation, including, but not limited to, loss of business
income  or  opportunity.  Upon completion of the relocation, Landlord and Tenant
shall  amend this Lease to change the description of the Leased Premises and any
other  matters  pertinent  thereto.

                    ARTICLE 15 - NOTICE AND PLACE OF PAYMENT

     Section  15.01.  Notices.  Any  notice  required  or  permitted to be given
under  this  Lease or by law shall be deemed to have been given if it is written
and  delivered  in  person  or by overnight courier or mailed by certified mail,
postage  prepaid,  to (i) the party who is to receive such notice at the address
specified in the Basic Lease Provisions and (ii) in the case of a default notice
from Tenant to Landlord, any Lender designated by Landlord.  When so mailed, the
notice  shall be deemed to have been given as of the date it was mailed.  Either
party  may  change  its  address  by  giving written notice thereof to the other
party.

     Section  15.02.  Place  of  Payment.  All  payments  required to be made by
Tenant  to  Landlord shall be delivered or mailed to Landlord's management agent
at  the  address  specified  in  the Basic Lease Provisions or any other address
Landlord  may  specify  from  time  to  time  by  written  notice  to  Tenant.

                 ARTICLE 16 - TENANT'S RESPONSIBILITY REGARDING
                   ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES

     Section  16.01.  Definitions.

     a.     "Environmental  Laws"  -  All  federal,  state  and  municipal laws,
ordinances, rules and regulations applicable to the environmental and ecological
condition  of  the  Leased  Premises, including, without limitation, the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended;  the  Federal Resource Conservation and Recovery Act; the Federal Toxic

<PAGE>

Substance  Control  Act;  the  Clean Air Act; the Clean Water Act; the rules and
regulations  of  the  Federal  Environmental  Protection  Agency,  or  any other
federal,  state  or  municipal  agency  or  governmental  board or entity having
jurisdiction  over  the  Leased  Premises.

     b.     "Hazardous  Substances"  -  Includes:

          (i)     Those substances included within the definitions of "hazardous
substances,"  "hazardous  materials,"  "toxic  substances"  "solid  waste"  or
"infectious  waste"  in  any  of  the  Environmental  Laws;  and

          (ii)     Such  other  substances,  materials  and  wastes which are or
become  regulated  under  applicable  local,  state or federal law, or which are
classified  as  hazardous,  toxic  or  infectious  under  present  or  future
Environmental  Laws  or  other  federal,  state,  or  local laws or regulations.

     Section  16.02.  Compliance.  Tenant,  at  its sole cost and expense, shall
promptly  comply  with  the  Environmental Laws which shall impose any duty upon
Tenant  with  respect  to  the  use, occupancy, maintenance or alteration of the
Leased  Premises.  Tenant  shall promptly comply with any notice from any source
issued  pursuant to the Environmental Laws or with any notice from any insurance
company  pertaining to Tenant's use, occupancy, maintenance or alteration of the
Leased  Premises,  whether  such notice shall be served upon Landlord or Tenant.

     Section  16.03.  Restrictions  on Tenant.  Tenant shall not cause or permit
to  occur:

     a.     Any  violation  of  the  Environmental Laws related to environmental
conditions  on, under, or about the Leased Premises or arising from Tenant's use
or  occupancy  of  the  Leased Premises, including, but not limited to, soil and
ground  water  conditions.

     b.     The  use,  generation,  release,  manufacture, refining, production,
processing,  storage or disposal of any Hazardous Substances on, under, or about
the Leased Premises, or the transportation to or from the Leased Premises of any
Hazardous Substances, except as necessary and appropriate for general office use
in which case the use, storage or disposal of such Hazardous Substances shall be
performed  in  compliance  with the Environmental Laws and the highest standards
prevailing  in  the  industry.

     Section  16.04.  Notices,  Affidavits,  Etc

     a.     Tenant  shall  immediately  notify  Landlord of (i) any violation by
Tenant,  its  employees,  agents,  representatives,  customers,  invitees  or
contractors of the Environmental Laws on, under or about the Leased Premises, of
(ii) the presence or suspected presence of any Hazardous Substances on, under or
about  the  Leased Premises and shall immediately deliver to Landlord any notice
received  by  Tenant  relating  to  (i)  and  (iii)  above  from  any  source.

     b.     Tenant  shall  execute affidavits, representations and the like from
time  to  time,  within five (5) days of Landlord's request therefor, concerning
Tenant's  best  knowledge  and  belief  regarding  the presence of any Hazardous
Substances  on,  under  or  about  the  Leased  Premises.

<PAGE>

     Section  16.05.  Landlord's  Rights.

     a.     Landlord  and its agent shall have the right, but not the duty, upon
advance  notice  (except  in  the  case  of  emergency  when  no notice shall be
required)  to  inspect the Leased Premises and conduct tests thereon at any time
to  determine  whether  or  the  extent  to  which there has been a violation of
Environmental Laws by Tenant or whether there are Hazardous Substances on, under
or  about  the Leased Premises.  In exercising its rights herein, Landlord shall
use  reasonable efforts to minimize interference with Tenant's business but such
entry  shall  not  constitute  an  eviction  of Tenant, in whole or in part, and
Landlord  shall  not be liable for any interference, loss, or damage to Tenant's
property  or  business  caused  thereby.

     b.     If  Landlord,  any  lender or governmental agency shall ever require
testing  to  ascertain  whether there has been a release of Hazardous Substances
on, under or about the Leased Premises or a violation of the Environmental Laws,
and  such requirement arose in whole or in part because of an act or omission on
the  part  of  Tenant,  then the reasonable costs thereof shall be reimbursed by
Tenant  to  Landlord  upon  demand  as  Additional  Rent.

     Section  16.06.  Tenant's Indemnification.  Tenant shall indemnify and hold
harmless  Landlord  and Landlord's managing agent from any and all claims, loss,
liability,  costs,  expenses  or damages, including attorneys' fees and costs of
remediation, incurred by Landlord in connection with any breach by Tenant of its
obligations  under  this  Article  16.  The  covenants and obligations of Tenant
under  this  Article  16  shall survive the expiration of earlier termination of
this  Lease.

                           ARTICLE 17 - MISCELLANEOUS

     Section  17.01.  Benefit of Landlord and Tenant.  This Lease and all of the
terms  and  provisions  hereof shall inure to the benefit of and be binding upon
Landlord  and  Tenant  and  their  respective  successors  and  assigns.

     Section  17.02.  Governing Law.  This Lease shall be governed in accordance
with  the  laws  of  the  State  of  Indiana.

     Section  17.03.  Guaranty.  In  consideration  of  Landlord's  leasing  the
Leased  Premises  to  Tenant,  Tenant  shall provide Landlord with a Guaranty of
Lease  executed  by the guarantor(s) described in the Basic Lease Provisions, if
any.

     Section 17.04.  Force Majeure.  Landlord shall be excused for the period of
any  delay  in  the  performance  of any obligation hereunder when such delay is
occasioned  by  causes  beyond  its control, including, but not limited to, war,
invasion or hostility; work stoppages, boycotts, slowdowns or strikes; shortages
of  materials,  equipment,  labor  or  energy;  man-made  or natural casualties;
unusual  weather  conditions;  acts  or  omissions  of governmental or political
bodies;  or  civil  disturbances  or  riots.

     Section  17.05.  Condition  of  Premises.  Tenant acknowledges that neither
Landlord  nor any agent of Landlord has made any representation or warranty with
respect  to  the  Leased  Premises  or  the  Building  or  with  respect  to the
suitability  or  condition  of  any  part  thereof  for  the conduct of Tenant's
business  except  as  provided  in  this  Lease.

<PAGE>

     Section  17.06.  Examination  of  Lease.  Submission of this instrument for
examination  or  signature  to  Tenant  does  not constitute a reservation of or
option  for  Lease,  and  it  is  not  effective  as  a Lease or otherwise until
execution  by  and  delivery  to  both  Landlord  and  Tenant.

     Section  17.07.  Indemnification  for  Leasing  Commissions.  The  parties
hereby  represent  and warrant that the only real estate brokers involved in the
negotiation  and  execution  of  this  Lease  are those named in the Basic Lease
Provisions  and  that  no  other  broker  or  person  is entitled to any leasing
commission  or  compensation as a result of the negotiation or execution of this
Lease.  Each  party shall indemnify and hold the other harmless from any and all
liability  for  the  breach  of this representation and warranty on its part and
shall  pay  any  compensation to any other broker or person who may be deemed or
held  to  be  entitled  thereto.

     Section  17.08.  Quiet  Enjoyment.  If  Tenant  shall  perform  all  of the
covenants  and  agreements  herein  provided  to  be performed by Tenant, Tenant
shall, at all times during the Lease Term, have the quiet enjoyment and peaceful
possession of the Leased Premises without hindrance from Landlord or any persons
lawfully  claiming  under  Landlord,  except as may be provided in Section 12.02
hereunder.

     Section  17.09.  Severability  of  Invalid Provisions.  If any provision of
this  Lease  shall  be  held to be invalid, void or unenforceable, the remaining
provisions  hereof  shall  not  be  affected  or  impaired,  and  such remaining
provisions  shall  remain  in  full  force  and  effect.

     Section  17.10.  Financial  Statements.  During  the  Lease  Term  and  any
extensions  thereof, Tenant shall provide to Landlord on an annual basis, within
ninety  (90)  days following the end of Tenant's fiscal year, a copy of Tenant's
most recent financial statements prepared as of the end of Tenant's fiscal year.
Such  financial statements shall be signed by Tenant or an authorized officer or
representative  of  Tenant  who  shall  attest  to the truth and accuracy of the
information  set forth in such statements.  All financial statements provided by
Tenant  to  Landlord  hereunder  shall  be prepared in conformity with generally
accepted  accounting  principles,  consistently  applied.

     Section  17.11.  Tenant's  Representations and Warranties.  The undersigned
represents  and  warrants to Landlord that (i) Tenant is duly organized, validly
existing  and  in  good  standing in accordance with the laws of the state under
which  it was organized; (ii) all action necessary to authorize the execution of
this  Lease  has  been  taken  by Tenant; and (iii) the individual executing and
delivering this Lease on behalf of Tenant has been authorized to do so, and such
execution  and delivery shall bind Tenant.  Tenant, at Landlord's request, shall
provide  Landlord  with  evidence  of  such  authority.

     Section  17.12.  Representations and Indemnifications.  Any representations
and  indemnifications  of  Landlord  contained in the Lease shall not be binding
upon  (i) any mortgagee having a mortgage presently existing or hereafter placed
on the Building, or (ii) a successor to Landlord which has obtained or is in the
process  of  obtaining  fee  title  interest  to  the  Building as a result of a
foreclosure  of  any  mortgage  or  a  deed  in  lieu  thereof.

     Section  17.13.  Option  to  Terminate.  Provided  Tenant is not in default
hereunder,  Tenant  shall  have  the  option  to  terminate this Lease effective
September  30,  1998.  such  option  shall  be  exercised by (i) Tenant's giving

<PAGE>

written  notice  to Landlord of its intention to terminate on or before June 30,
1998,  and  (ii)  Tenant's  payment  to  Landlord of an amount equal to Thirteen
Thousand Five Hundred Dollars ($13,500.00), which payment shall be made prior to
October  1, 1998.  Such payment is made in consideration for Landlord's grant of
this  option  to  terminate,  to  compensate  Landlord  for  rental  and  other
concessions  given  to  Tenant,  and  for other good and valuable consideration.
Such  payment shall not in any manner affect Tenant's obligations to pay Minimum
Annual Rent and Additional Rent or to perform its obligations under the Lease up
to  and  including  the  date  of  termination.  Failure  to timely and properly
exercise  this  option shall forever waive and extinguish it.  If such option is
validly exercised, then upon such termination, Tenant shall surrender the Leased
Premises  to  Landlord in accordance with the terms of this Lease and each party
shall be released from further liability hereunder; provided, however, that such
termination  shall  not  affect  any  right  or  obligation  arising  prior  to
termination.

     Section  17.14.  Contingency.  This  Agreement  is contingent upon Landlord
entering  into a termination agreement for the Leased Premises with the existing
tenant  thereof effective on or before December 31, 1997, such termination to be
on  terms  satisfactory  to  the Landlord, in its sole discretion.  In the event
this  contingency  is  not  satisfied,  upon  written notice from Landlord, this
Agreement  shall  be  void  and  of  no  further  force  or  effect.

     IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and
year  first  above  written.

                         LANDLORD:

                         DUKE  REALTY  LIMITED  PARTNERSHIP,
                         an  Indiana  limited  partnership

                         By:     Duke  Realty  Investments,  Inc.,
                                 its  General  Partner
                                 By:     /s/  William  E.  Linville,  III
                                         William  E.  Linville,  III
                                         Executive  Vice  President
                                         Industrial  Group

<PAGE>

                         TENANT:

                         NORTHSTAR  TRANSMISSION  SYSTEMS,  INC.,
                         a  Washington  corporation
                         By:     /s/  Dennis  W.  Sinclair
                         Printed:  Dennis  W.  Sinclair
                         Title:  President/CEO

STATE  OF  ILLINOIS     )
                        )     SS:
COUNTY  OF  COOK        )

     Before  me,  a  Notary  Public in and for said County and State, personally
appeared  Dennis  W.  Sinclair,  by  me  known  and by me known to be the CEO of
Northstar Transmission Systems, Inc., a Washington corporation, who acknowledged
the  execution  of  the above and foregoing Lease Agreement for and on behalf of
said  corporation.

     WITNESS  my  hand  and  Notarial  Seal  this  29th  day  of December, 1997.

                              /s/  Cynthia  A.  Staszak
                              Notary  Public
                              Cynthia  A.  Staszak
                              (Printed  Signature)

My  Commission  Expires:  11/25/01
My  County  of  Residence:  Cook

<PAGE>
                                    EXHIBIT A







                                  PLAN OMITTED



<PAGE>

NORTHSTAR  TRANSMISSION                           EXHIBIT  B
SYSTEMS,  INC.

Building  272,  South  Park  Business  Center     TENANT  FINISH  IMPROVEMENTS
68  -  74  South  Park  Boulevard                 December  23,  1997
Greenwood,  Indiana  46143                        Page  1  of  1

Tenant has personally inspected the Leased Premises and accepts the same "as is"
without  representation  or  warranty  by  Landlord  of  any  kind  and with the
understanding  that  Landlord shall have no responsibility with respect thereto.




                                  PLAN OMITTED