EXHIBIT 10.13

This Lease Agreement, made the ______ day of _____________________, 19___,

          Between John Donato, Jr., d/b/a Donato Construction Company, Inc.

residing or located at Two  Industrial  Way West in the Borough of  Eatontown in
the  County  of  Monmouth  and State of New  Jersey,  herein  designated  as the
Landlord,

          And Charles S. Brand, d/b/a M M Tech

residing or located at 175 Boundary Road in the Town of Colts Neck in the County
of Monmouth and State of New Jersey, herein designated as the Tenant;

          Witnesseth  that, the Landlord does hereby lease to the Tenant and the
Tenant does hereby rent from the  Landlord,  the following  described  premises:
Leasing  approximately  3,700 square feet of Hi-Tech  space  located on the west
side of 246 Industrial Way West, Eatontown, New Jersey

for a term of Three (3) months  commencing  on February  1, 1994,  and ending on
April  30,  1994 to be used and  occupied  only and for no  other  purpose  than
research and development of cable and wireless systems.

          Upon the following Conditions and Covenants:

          1st: The tenant  covenants and agrees to pay to the Landlord,  as rent
for and  during the term  hereof,  the sum of Seventy  Eight  Hundred  Sixty Two
Dollars  ($7,862.00)  in the  following  manner:  Twenty Six Hundred  Twenty One
Dollars  ($2,621.00)  per  month.  This will  include  all  taxes,  common  area
maintenance and utilities.

          2nd:  The Tenant has  examined  the premises and has entered into this
lease without any representation on the part of the Landlord as to the condition
thereof.  The  Tenant  shall  take  good care of the  premises  and shall at the
Tenant's  own cost  and  expense,  make  all  repairs,  including  painting  and
decorating,  and shall  maintain  the  premises in good  condition  and state of
repair, and at the end or other expiration of the term hereof,  shall deliver up
the rented premises in good order and condition, wear and tear from a reasonable
use thereof,  and damage by the elements not resulting from the neglect or fault
of the Tenant,  excepted.  The Tenant  shall  neither  encumber nor obstruct the
sidewalks,  driveways, yards, entrances, hallways and stairs, but shall keep and
maintain the same in a clean condition,  free from debris,  trash,  refuse, snow
and ice.

          3rd:  The Tenant  shall  promptly  comply  with all laws,  ordinances,
rules,  regulations,  requirements  and  directives  of the  Federal,  State and
Municipal  Governments  or  Public  Authorities  and of all  their  departments,
bureaus and subdivisions,  applicable to and affecting the said premises,  their
use and occupancy,  for the  correction,  prevention and abatement of nuisances,
violations or other  grievances  in, upon or connected  with the said  premises,
during the term hereof; and shall promptly comply with all orders,  regulations,
requirements  and  directives

<PAGE>

of the Board of Fire  Underwriters  or similar  authority  and of any  insurance
companies which have issued or are about to issue policies of insurance covering
the  said  premises  and its  contents,  for  the  prevention  of fire or  other
casualty, damage or injury, at the Tenant's own cost and expense.

          4th: The Tenant shall not assign,  mortgage or hypothecate this lease,
nor sublet or sublease the premises or any party thereof;  nor occupy or use the
leased  premises  or any part  thereof,  nor  permit  or  suffer  the same to be
occupied  or used for any  purposes  other than as herein  limited,  nor for any
purpose deemed unlawful, disreputable, or extra hazardous, on account of fire or
other  casualty.   Landlord  will  not  withhold  its  reasonable   consent  for
assignment.

          5th: No alterations,  additions or improvements  shall be made, and no
climate  regulating,  air conditioning,  cooling,  heating or sprinkler systems,
television or radio antennas, heavy equipment,  apparatus and fixtures, shall be
installed in or attached to the leased premises,  without the written consent of
the Landlord. Unless otherwise provided herein, all such alternations, additions
or  improvements  and systems,  when made,  installed in or attached to the said
premises,  shall  belong to an become the  property of the Landlord and shall be
surrendered  with the premises and as part thereof upon the expiration or sooner
termination of this lease, without hindrance, molestation or injury.

          6th:  In case of  fire  or  other  casualty,  the  Tenant  shall  give
immediate notice to the Landlord.  If the premises shall be partially damaged by
fire,  the elements or other  casualty,  the  Landlord  shall repair the same as
speedily as practicable,  but the Tenant's  obligation to pay the rent hereunder
shall  not  cease.  If, in the  opinion  of the  Landlord,  the  premises  be so
extensively and substantially  damaged as to render them untenantable,  then the
rent shall cease until such time as the premises shall be made tenantable by the
Landlord.  However, if, in the opinion of the Landlord,  the premises be totally
destroyed or so extensively and substantially  damaged as to require practically
a  rebuilding  thereof,  then  the  rent  shall  be paid up to the  time of such
destruction and then and from thenceforth this lease shall come to an end. In no
event,  however,  shall the  provisions  of this clause  become  effective or be
applicable,  if the fire or other casualty and damage shall be the result of the
carelessness,  negligence  or  improper  conduct of the  Tenant or the  Tenant's
agents,  employees,  guests,  licensees,  invitees,  subtenants,   assignees  or
successors. In such case, the Tenant's liability for the payment of the rent and
the  performance  of all the  covenants,  conditions  and  terms  hereof  on the
Tenant's part to be performed  shall  continue and the Tenant shall be liable to
the Landlord  for the damage and loss  suffered by the  Landlord.  If the Tenant
shall  have been  insured  against  any of the risks  herein  covered,  then the
proceeds of such  insurance  shall be paid over to the Landlord to the extent of
the  Landlord's  costs and  expenses  to make the  repairs  hereunder,  and such
insurance   carriers   shall  have  no  recourse   against  the   Landlord   for
reimbursement.

          7th: The Tenant  agrees that the Landlord and the  Landlord's  agents,
employees or other representatives,  shall have the right to enter into and upon
the said premises or any part thereof,  at all reasonable hours, for the purpose
of examining  the same or making such repairs or  alterations  therein as may be
necessary  for the safety and  preservation  thereof.  This clause  shall

<PAGE>


not be deemed to be a covenant by the  Landlord  nor be  construed  to create an
obligation on the part of the Landlord to make such inspection or repairs.

          8th:  The Tenant  agrees to permit  the  Landlord  and the  Landlord's
agents,  employees  or other  representatives  to show the  premises  to persons
wishing to rent or purchase the same,  and Tenant  agrees that on and after next
preceding  the  expiration  of the term hereof,  the Landlord or the  Landlord's
agents, employees or other representatives shall have the right to place notices
on the front of said  premises or any part  thereof,  offering  the premises for
rent or for sale;  and the  Tenant  hereby  agrees to permit  the same to remain
thereon without hindrance or molestation.

          9th: [GARBLED  UNINTELLIGIBLE  LANGUAGE] of any kind whatsoever to the
said premises, caused by the carelessness, negligence or improper conduct on the
part  of the  Tenant  or the  Tenant's  agents,  employees,  guests,  licensees,
invitees, subtenants,  assignees or successors, the Tenant shall repair the said
damage or replace [garbled unintelligible  language] restore any destroyed parts
of the  premises,  as [garbled  unintelligible  language]  as  possible,  at the
Tenant's own cost and expense.

          10th:  The Tenant  shall not place nor allow to be placed any signs of
any kind  whatsoever,  upon,  in or about the said premises or any part thereof,
except of a design and  structure  and in or at such places as may be  indicated
and  consented  to by the  Landlord  in  writing.  In case the  Landlord  or the
Landlord's  agents,  employees  or  representatives  shall deem it  necessary to
remove  any such  signs in order to paint or make any  repairs,  alterations  or
improvements  in or upon  said  premises  or any  part  thereof,  they may be so
removed,  but shall be replaced at the Landlord's expense when the said repairs,
alterations or improvements  shall have been  completed.  Any signs permitted by
the Landlord  shall at all times conform with all municipal  ordinances or other
laws and regulations  applicable thereto. The reasonable consent of the Landlord
shall not be withheld.

          11th:  The Landlord shall not be liable for any damage or injury which
may be  sustained by the Tenant or any other  person,  as a  consequence  of the
failure,  breakage, leakage or obstruction of the water, plumbing, steam, sewer,
waste or soil pipes, roof, drains, leaders, gutters, valleys,  downspouts or the
like or of the  electrical,  gas,  power,  conveyor,  refrigeration,  sprinkler,
airconditioning  or heating  systems,  elevators  or hoisting  equipment;  or by
reason of the  elements;  or  resulting  from the  carelessness,  negligence  or
improper  conduct  on the part of any  other  Tenant or of the  Landlord  or the
Landlord's or this or any other Tenant's agents,  employees,  guests, licensees,
invitees,   subtenants,   assignees  or  successors;   or  attributable  to  any
interference  with,  interruption  of or  failure,  beyond  the  control  of the
landlord, of any services to be furnished or supplied by the Landlord.

          12th:  This lease  shall not be a lien  against  the said  premises in
respect to any mortgages  that may hereafter be placed upon said  premises.  The
recording of such mortgage or mortgages shall have preference and precedence and
be  superior  and  prior  in lien to this  lease,  irrespective  of the  date of
recording and the Tenant agrees to execute any instruments,  without cost, which
may be deemed  necessary or desirable,  to further effect the  subordination  of
this lease to any such mortgage or mortgages. A refusal by the Tenant to execute
such  instruments  shall entitle 

<PAGE>
the  Landlord to the option of  cancelling  this  lease,  and the term hereof is
hereby expressly limited accordingly.

          13th:  The Tenant has this day deposited  with the Landlord the sum of
$3,500.00  as security  for the payment of the rent  hereunder  and the full and
faithful  performance  by the Tenant of the covenants and conditions on the part
of the Tenant to be performed. Said sum shall be returned to the Tenant, without
interest,  after the expiration of the term hereof, provided that the Tenant has
fully and  faithfully  performed all such covenants and conditions and is not in
arrears in rent.  During the term hereof,  the Landlord  may, if the Landlord so
elects, have recourse to such security,  to make good any default by the Tenant,
in which event the Tenant shall,  on demand,  promptly  restore said security to
its original  amount.  Liability to repay said  security to the Tenant shall run
with the reversion and title to said  premises,  whether any change in ownership
thereof  be  by  voluntary  alienation  or  as  the  result  of  judicial  sale,
foreclosure or other proceedings,  or the exercise of a right of taking or entry
by any mortgagee.  The Landlord shall assign or transfer said security,  for the
benefit of the Tenant,  to any  subsequent  owner or holder of the  reversion or
title to said  premises,  in which case the assignee shall become liable for the
repayment  thereof as herein  provided,  and the assignor  shall be deemed to be
released  by the  Tenant  from all  liability  to  return  such  security.  This
provision  shall be applicable to every  alienation or change in title and shall
in no wise be  deemed to permit  the  Landlord  to  retain  the  security  after
termination  of the Landlord's  ownership of the reversion or title.  The Tenant
shall not mortgage, encumber or assign said security without the written consent
of the Landlord.

          14th:  If for any  reason it shall be  impossible  to obtain  fire and
other hazard insurance on the buildings and improvements on the leased premises,
in an  amount  and in the  form and in  insurance  companies  acceptable  to the
Landlord,  the Landlord  may, if the Landlord so elects at any time  thereafter,
terminate this lease and the term hereof, upon giving to the Tenant fifteen days
notice in writing of the  Landlord's  intention so to do, and upon the giving of
such notice,  this lease and the term thereof shall  terminate.  If by reason of
the use to which  the  premises  are put by the  Tenant or  character  of or the
manner in which the  Tenant's  business is carried on, the  insurance  rates for
fire and other hazards shall be increased,  the Tenant shall upon demand, pay to
the Landlord,  as rent, the amounts by which the premiums for such insurance are
increased.  Such payment shall be paid with the next  installment of rent but in
no case later than one month after such demand,  whichever  occurs  sooner.  Any
increase over the base year for 1994.

          15th: The Tenant shall pay when due all the rents or charges for water
or other  utilities used by the Tenant,  which are or may be assessed or imposed
upon the leased  premises or which are or may be charged to the  Landlord by the
suppliers thereof during the term hereof, and if not paid, such rents or charges
shall be added to and become payable as additional  rent with the installment of
rent next due or within 30 days of demand therefor, whichever occurs sooner.

          16th: If the land and premises  leased herein,  or of which the leased
premises are a part, or any portion thereof, shall be taken under eminent domain
or condemnation proceedings,  or if suit or other action shall be instituted for
the taking or  condemnation  thereof,  or if in lieu of any formal  condemnation
proceedings or actions,  the Landlord  shall grant an option to purchase

<PAGE>


and/or shall sell and convey the said  premises or any portion  thereof,  to the
governmental or other public authority,  agency, body or public utility, seeking
to take said land and premises or any portion  thereof,  then this lease, at the
option of the  Landlord,  shall  terminate,  and the term hereof shall end as of
such date as the Landlord  shall fix by notice in writing;  and the Tenant shall
have no claim or right to claim or be  entitled  to any  portion  of any  amount
which may be  awarded  as  damages  or paid as the  result of such  condemnation
proceedings or paid as the purchase price for such option, sale or conveyance in
lieu of  formal  condemnation  proceedings;  and all  rights  of the  Tenant  to
damages,  if any,  are hereby  assigned to the  Landlord.  The Tenant  agrees to
execute and deliver any instruments,  at the expense of the Landlord,  as may be
deemed  necessary or required to expedite  any  condemnation  proceedings  or to
effectuate  a proper  transfer  of title to such  governmental  or other  public
authority,  agency,  body or public utility  seeking to take or acquire the said
lands and premises or any portion  thereof.  The Tenant  covenants and agrees to
vacate the said premises,  remove all the Tenant's personal  property  therefrom
and deliver up  peaceable  possession  thereof to the  Landlord or to such other
party designated by the Landlord in the  aforementioned  notice.  Failure by the
Tenant to comply with any  provisions in this clause shall subject the Tenant to
such costs, expenses,  damages and losses as the Landlord may incur by reason of
the Tenant's breach hereof.

          17th:  If there  should occur any default on the part of the Tenant in
the performance of any conditions and covenants herein  contained,  or if during
the term hereof the premises or any part thereof shall be or become abandoned or
deserted,  vacated  or  vacant,  or should  the  Tenant be  evicted  by  summary
proceedings or otherwise, the Landlord, in addition to any other remedies herein
contained  or as may be  permitted  by law,  may  either by force or  otherwise,
without being liable for prosecution therefor, or for damages, re-enter the said
premises  and the same have and again  possess  and enjoy;  and as agent for the
Tenant or  otherwise,  re-let the  premises  and receive the rents  therefor and
apply the same, first to the payment of such expenses,  reasonable attorney fees
and costs, as the Landlord may have been put to in re-entering and  repossessing
the same and in making such repairs and  alterations  as may be  necessary;  and
second to the payment of the rents due hereunder. The Tenant shall remain liable
for such rents as may be in arrears and also the rents as may accrue  subsequent
to the re-entry by the  Landlord,  to the extent of the  difference  between the
rents reserved  hereunder and the rents, if any, received by the Landlord during
the remainder of the unexpired term hereof,  after deducting the  aforementioned
expenses, fees and costs; the same to be paid as such deficiencies arise and are
ascertained each month. Tenant will have 15 days to cure any default.

          18th: Upon the occurrence of any of the contingencies set forth in the
preceding clause,  or should the Tenant be adjudicated a bankrupt,  insolvent or
placed in  receivership,  or should  proceedings be instituted by or against the
Tenant for  bankruptcy,  insolvency,  receivership,  agreement of composition or
assignment  for the benefit of creditors,  or if this lease or the estate of the
Tenant hereunder shall pass to another by virtue of any court proceedings,  writ
of  execution,  levy,  sale,  or by operation  of law, the Landlord  may, if the
Landlord so elects,  at any time  thereafter,  terminate this lease and the term
hereof, upon giving to the Tenant or to any trustee, receiver, assignee or other
person in charge of or acting as  custodian  of the  assets or  property  of the
Tenant, five days notice in writing, of the Landlord's  intention so to do. Upon
the giving of such notice,  this lease and the term hereof shall end on the date
fixed in such notice 

<PAGE>


as if the  said  date  was the  date  originally  fixed  in this  lease  for the
expiration  hereof; and the Landlord shall have the right to remove all persons,
goods, fixtures and chattels therefrom,  by force or otherwise without liability
for damages.

          19th: Any equipment,  fixtures, goods or other property of the Tenant,
not  removed by the  Tenant  upon the  termination  of this  lease,  or upon any
quitting,  vacating or  abandonment  of the premises by the Tenant,  or upon the
Tenant's eviction,  shall be considered as abandoned and the Landlord shall have
the right, without any notice to the Tenant, to sell or otherwise dispose of the
same, at the expense of the Tenant,  and shall not be  accountable to the Tenant
for any part of the proceeds of such sale, if any.

          20th:  If the Tenant  shall fail or refuse to comply  with and perform
any  conditions  and  covenants of the within  lease,  the Landlord  may, if the
Landlord so elects, carry out and perform such conditions and covenants,  at the
cost and expense of the Tenant,  and the said cost and expense  shall be payable
on demand, or at the option of the Landlord shall be added to the installment of
rent due  immediately  thereafter but in no case later than one month after such
demand,  whichever  occurs  sooner,  and shall be due and payable as such.  This
remedy  shall be in addition to such other  remedies  as the  Landlord  may have
hereunder  by reason of the  breach by the  Tenant of any of the  covenants  and
conditions in this lease contained.

          21st:  This  lease and the  obligation  of the  Tenant to pay the rent
hereunder and to comply with the covenants and conditions  hereof,  shall not be
affected,  curtailed, impaired or excused because of the Landlord's inability to
supply any service or material called for herein,  by reason of any rule, order,
regulation or  preemption by any  governmental  entity,  authority,  department,
agency or subdivision or for any delay which may arise by reason of negotiations
for the  adjustment of any fire or other  casualty loss or because of strikes or
other labor trouble or for any cause beyond the control of the Landlord.

          22nd:  The terms,  conditions,  covenants and provisions of this lease
shall be deemed to be  severable.  If any clause or provision  herein  contained
shall be  adjudged  to be  invalid  or  unenforceable  by a court  of  competent
jurisdiction  or by  operation  of any  applicable  law, it shall not affect the
validity of any other  clause or  provision  herein,  but such other  clauses or
provisions shall remain in full force and effect.

          23rd:  The various  rights,  remedies,  options and  elections  of the
Landlord, expressed herein, are [garbled unintelligble language] and the failure
of the Landlord to enforce  strict  performance  by the Tenant of the conditions
and  covenants  of this lease or to exercise any election or option or to resort
or have  recourse  to any  remedy  herein  conferred  or the  acceptance  by the
Landlord of any  installment of rent after any breach by the Tenant,  in any one
or more  instances,  shall  not be  construed  or  deemed  to be a  waiver  or a
relinquishment  for the  future  by the  Landlord  of any  such  conditions  and
covenants,  options,  elections or remedies, but the same shall continue in full
force and effect.

          24th:  All  notices  required  under the terms of this lease  shall be
given and shall be complete by mailing such  notices by certified or  registered
mail,  return receipt  requested,  to the 

<PAGE>

address  of the  parties  as shown at the head of this  lease,  or to such other
address as may be designated in writing, which notice of change of address shall
be given in the same manner.

          25th: The Landlord  covenants and represents  that the Landlord is the
owner of the  premises  herein  leased and has the right and  authority to enter
into,  execute and deliver this lease; and does further covenant that the Tenant
on paying the rent and performing the conditions and covenants herein contained,
shall and may peaceably and quietly have, hold and enjoy the leased premises for
the term aforementioned.

          26th: This lease contains the entire contract between the parties.  No
representative,  agent or employee of the Landlord has been  authorized  to make
any representations or promises with reference to the within letting or to vary,
alter or modify  the terms  hereof.  No  additions,  changes  or  modifications,
renewals or extensions  hereof,  shall be binding  unless reduced to writing and
signed by the Landlord and the Tenant.

          27th: The Tenant will be responsible  for  $1,000,000.00  in Liability
Insurance.

          28th: The demised floor plan is attached as Exhibit 1.

          29th:  Should the Landlord need the demised area, he will relocate the
Tenant  with sixty (60) days  notice to a space which is equal to or better than
the existing space. The Landlord will pay for the costs of the move. Space shall
be equal to or better than the  existing  one, in the same  building or the same
industrial center.

          The tenant has the right to extend the Lease  for 8  additional  three
(3) month period under the same terms and conditions.

          The  Landlord  may pursue the relief or remedy  sought in any  invalid
clause, by conforming the said clause with the provisions of the statutes or the
regulations of any governmental  agency in such case made and provided as if the
particular  provisions of the applicable  statutes or regulations were set forth
herein at length.

          In  all  references  herein  to  any  parties,  persons,  entities  or
corporations  the use of any particular  gender or the plural or singular number
is  intended  to  include  the  appropriate  gender or number as the text of the
within  instrument may require.  All the terms,  covenants and conditions herein
contained  shall be for and shall  inure to the  benefit  of and shall  bind the
respective parties hereto, and their heirs, executors, administrators,  personal
or legal representatives, successors and assigns.

<PAGE>
          In Witness  Whereof,  the parties hereto have hereunto set their hands
and  seals,  or cause  these  presents  to be signed by their  proper  corporate
officers and their proper corporate seal to be hereto affixed,  the day and year
first above written.


Signed, Sealed and Delivered                /s/John Donato, Jr.
in the presence of or attested by           _________________________________
                                            John Donato, Jr. d/b/a      Landlord
                                            Donato Construction Co.


____________________________                /s/Charles S. Brand
                                            ____________________________________
                                            Charles S. Brand d/b/a        Tenant
                                              M M Tech

<PAGE>

State of New Jersey, County of                       } ss.:   Be it Remembered,

that   on    ___________________,    19____,    before   me,   the   subscriber,
_______________________                    personally                   appeared
_________________________________________________,    who,   I   am   satisfied,
_______________________________  the person named in and who executed the within
Instrument,   and  thereupon  _____________  acknowledged  that  _______________
signed, sealed and delivered the same as ____________ act and deed, for the uses
and purposes therein expressed.


                                            ____________________________________


State of New Jersey, County of                        } ss.:   Be it Remembered,

that   on    ___________________,    19____,    before   me,   the   subscriber,
_______________________                    personally                   appeared
_________________________________________________,  who,  being by me duly sworn
on h_____  oath,  deposes  and makes  proof to my  satisfaction,  that he is the
_______________________ Secretary of ___________________________________________
the     Corporation     named     in     the     within     Instrument;     that
___________________________________  is the __________________ President of said
Corporation;  that the execution, as well as the making of this Instrument,  has
been duly  authorized  by a proper  resolution  of the Board of Directors of the
said  Corporation;   that  deponent  well  knows  the  corporate  seal  of  said
Corporation;  and  that  the  seal  affixed  to said  Instrument  is the  proper
corporate seal and was thereto affixed and said Instrument  signed and delivered
by said  _________________________  President as and for the  voluntary  act and
deed of said  Corporation,  in presence of deponent,  who  thereupon  subscribed
h______ name thereto as attesting witness.


Sworn to and subscribed before me,
the date aforesaid.                         ____________________________________


Prepared by:



<PAGE>

                                      Lease
            _______________________________________________________
                             DONATO CONSTRUCTION CO.

                                       TO

                                    M M TECH

          __________________________________________________________

                      Dated,                         , 19
          __________________________________________________________

                              Expires, May 31, 1994

                                Rent, $10,500.00


<PAGE>
      
                           LEASE AMENDMENT

         WHEREAS, John Donato, Jr., t/a Mid Atlantic Industrial Co.,

(Landlord)

                                       and

                       Charles S. Brand, t/a mm-Tech, Inc.

(Tenant)

have entered into a Lease dated January 24, 1994,  covering  premises located at
246 Industrial Way West, Eatontown, New Jersey 07724 and;

          WHEREAS,  the aforesaid  parties desire to add the following  terms to
the said Lease.

          NOW, THEREFORE,  in consideration of One ($1.00) Dollar and other good
and valuable consideration the parties agree as follows:

          1.   There shall be four  additional  three month renewals at tenant's
               option with two months notice to Landlord.

          2.   mm-Tech, Inc., shall have first option on the space contiguous to
               theirs, and mm-Tech, Inc., shall be allowed to utilized the space
               behind them (to the North) for storage,  in the interim at a cost
               of $5.00 per square foot gross - if said storage is for more than
               thirty (30) days.

          3.   As discussed,  mm-Tech,  Inc. would be agreeable  under the above
               conditions to splitting the difference, at $3,100.00 per month.

          All other  terms and  conditions  of said Lease  shall  remain in full
force and effect.

          IN WITNESS  WHEREOF,  the parties  have set their hands and seals this
_____day of __________, 1994.


WITNESS:

/s/ Anna S. Mayer                           /s/John Donato, Jr.
________________________________            ______________________________
                                            JOHN DONATO, JR., (Landlord)


________________________________            /s/Charles S. Brand
                                            ______________________________
                                            mm-Tech, Inc. (Tenant)

<PAGE>

                                 LEASE AMENDMENT

          WHEREAS, John Donato, Jr., t/a Mid Atlantic Industrial Co., (landlord)

                                       and

                             mm-Tech, Inc. (Tenant)

have entered  into a Lease dated  January 24,  1994,  and further  amended as of
April, 1994 covering the premises located at 246 Industrial Way WEST, Eatontown,
New Jersey.  We hereby amend the terms and  conditions  of the  aforesaid  Lease
follows and:

          WHEREAS,  the aforesaid parties desire to extend the terms of the said
Lease:

          NOW, THEREFORE,  in consideration of One ($1.00) Dollar and other good
and valuable consideration the parties agree as follows:

          1. The Tenant will move into 7000 sq. ft. in Bays 4 & 5 of 20 Meridian
Road on or about  April 1,  1995,  when the  Landlord  has  completed  fit up as
outlined on the attached exhibit.

          2. Term of occupancy will be for 5 years from  commencement  date. The
rent will be as follows:

          $5.50 per  square  foot,  triple  net for year 1 on 4800 sq. ft. for a
          total of $26,400.
         
          $6.00 per  square  foot,  triple  net for year 2 on 7000 sq. ft. for a
          total of $42,000.

          $6.50 per  square  foot,  triple  net for year 3 on 7000 sq. ft. for a
          total of $45,500.

          $7.15 per sq.  foot,  triple net for years 4 & 5 on 7000 sq. ft. for a
          total of $50,500 per year.

          3.  Should the Tenant  desire to  terminate  the Lease after the first
year,  Tenant will pay 3 months rent as penalty.  Tenant must notify  Landlord 3
months prior to any termination.

          4. It is hereby agreed by all parties  concerned that the Lease for 20
Meridian will be a completely  net Lease with the Tenant being  responsible  for
it's pro rata share of taxes, common area maintenance, as well as his utilities.
The Tenant will be billed on a monthly  basis for these  costs.  The Tenant will
make arrangements  with the appropriate  utility companies to provide service to
the facility.

          5.  Landlord  will  provide  Tenant  with  fit up as  outlined  on the
attached  exhibit,  will obtain  Certificate  of Occupancy and  represents  that
premises  will  comply  with all  municipal  and  other  governmental  codes and
ordinances.

          All other non  conflicting  terms and  conditions  of said Lease shall
remain in full force and effect.

<PAGE>

          IN WITNESS WHEREOF, the parties have set their hands and seals this 27
day of March, 1995.

WITNESS:


/s/Hugh J. McGee                                     /s/John Donato, Jr.
____________________________                         __________________________
                                                     JOHN DONATO, JR. (Landlord)


/s/Hugh J. McGee                                     /s/Charles S. Brand
____________________________                         ___________________________
                                                     mm-Tech, Inc.      (Tenant)

<PAGE>
                              LEASE AMENDMENT No. 3


          THIS  LEASE   AMENDMENT  No.  3  dated  as  of  October  ____,   1996,
("Amendment") by and between WHMBL REAL ESTATE LIMITED  PARTNERSHIP,  a Delaware
limited  partnership,  having an office at 1650  Tysons  Boulevard,  4th  Floor,
McLean,  Virginia 22102 ("Landlord"),  and Charles S. Brand d/b/a mm-Tech,  Inc.
("Tenant").

                                    RECITALS

          1. Tenant and Landlord's  predecessor-in-interest,  John Donato,  Jr.,
entered into a Lease dated January 24, 1994,  and Lease  Amendments  dated April
11, 1994 and March 27, 1995 (the lease, as amended, the "Lease").

          2. Landlord and Tenant now desire to modify the Lease on the terms and
conditions set forth herein.

          NOW,  THEREFORE,  in consideration of the mutual promises and premises
set forth herein, the parties agree as follows:

          1. Expansion of Premises. Landlord shall perform the work set forth on
Exhibit A  annexed  hereto  and made a part  hereof.  Upon the date  ("Expansion
Commencement  Date") of  delivery  by  Landlord  to Tenant of a  Certificate  of
Occupancy for Bay 6 at 246 Industrial Way West,  Eatontown,  N.J.,  Tenant shall
accept  Bay 6 as  part of the  premises,  and  any  and  all  references  to the
"premises" in the Lease shall include,  without limitation,  Bay 6. Landlord and
Tenant agree Bay 6 contains 4,514 square feet.

          2. Increase in Basic Rent.  From and after the Expansion  Commencement
Date the rent  otherwise  payable  pursuant to paragraph 2 of the March 27, 1995
Amendment  will be increased  for the  remaining  term of the Lease by $1.14 per
square foot per year for 7,000 square feet, i.e., $7,980 per year, for each year
or partial year of the remaining term payable in additional  monthly payments of
$665. Additionally, the basic rent payable for Bay 6 will be as follows:

               $6.50 per square  foot,  triple net for year 1 of the  expansion,
               i.e., from the Expansion  Commencement Date to the day before the
               first  anniversary of the Expansion  Commencement  Date, on 4,514
               sq. ft., for a total of $29,341.

               $7.15 per square foot, triple net, for each year commencing on an
               anniversary of the Expansion Commencement Date, and ending on the
               day prior to the next  anniversary of the Expansion  Commencement
               Date.

<PAGE>
          3. Term.  Landlord  and Tenant  acknowledges  the current  term of the
Lease commenced on April 1, 1995 and shall terminate on March 31, 2000.

          4. Elimination of Options:  Tenant acknowledges that it has no renewal
or expansion options.

          5. Limited Termination Right. Tenant's right to terminate the Lease as
set forth in paragraph 3 of the March 27, 1995 Amendment is  terminated.  Tenant
may not terminate the Lease as to Bay 4 or Bay 5. However,  Tenant, on three (3)
months prior  notice to  Landlord,  and the payment of the next three (3) months
rent  due in  connection  with  Bay 6  pursuant  to this  Amendment  No.  3, may
terminate this Lease as to Bay 6 only.

          6. Estoppel.  Tenant hereby releases  Landlord from any and all claims
and damages whatsoever arising from any act or failure to act on the part of the
Landlord    (including,     without,     limitation,     any    of    Landlord's
predecessors-in-interest) at any time prior to the date hereof.

          7.  Broker.  Tenant  acknowledges  that  Tenant  has not talked to any
broker or other person in connection  with this Lease Amendment No. 3 other than
Sheldon Gross Realty,  Inc.,  which  Landlord  shall pay by separate  agreement.
Tenant shall indemnify,  defend and hold Landlord  harmless from and against any
claims, damages,  demands,  penalties,  costs or expenses due to any other party
who claims a brokerage or finder's fee or other  compensation in connection with
the  Lease or this  Amendment  No. 3 due to the  alleged  acts of  Tenant.  This
indemnification  shall include,  without limitation,  the cost of enforcing this
indemnity.

          8. Lease in Full Force and Effect.  Except as  specifically  set forth
herein,  all terms and  provisions of the Lease shall continue in full force and
effect.  Without limiting the prior sentence,  paragraph 4 of the March 27, 1995
Amendment  remains in full force and effect and  applies to Bay 6.  Accordingly,
Tenant's pro rata share of taxes and common area  maintenance  shall increase to
reflect the taxes and common area maintenance  attributable to Bay 6, and Tenant
shall pay utilities, and all other amounts as to Bay 6 as well as the balance of
the  premises.  If there are any conflicts  between the terms and  provisions of
this  Amendment No. 3 and the Lease,  the terms and  provisions of the Amendment
No. 3 shall prevail.

<PAGE>

          IN WITNESS WHEREOF, the parties have executed and delivered this Lease
Amendment No. 3 as of the day and year first above written.


                                           LANDLORD:

                                           WHMBL REAL  ESTATE  PARTNERSHIP,
                                           a Delaware  limited partnership


                                           By:      WHMBL Gen-Par, Inc.
                                                    it's General Partner


                                           By:   /s/Richard Schreiber
                                                 __________________________
                                                 Name:  Richard Schreiber
                                                 Title: Assistant Vice President

                                           TENANT:

                                           CHARLES S. BRAND
                                           d/b/a mm-Tech, Inc.


                                           /s/Charles S. Brand
                                           _______________________________
                                           CHARLES S. BRAND

<PAGE>
                                    EXHIBIT A

          The totality of work to be performed by landlord as follows:

Enclosed is a scale drawing of bays 4, 5, & 6 with the modifications identified.

         1.       Add a door.
         2.       Remove entire wall.
         3.       Add three walls and two doors.
         4.       Widen opening.
         5.       Remove entire wall.
         6.       Add wall with double doors.
         7.       Add two walls.
         8.       Remove one wall; add two walls and one door.
         9.       Remove two walls.
         10.      Cut one doorway.