BLDG. A


                                      LEASE

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THIS LEASE is made and entered into this ________ day of January, 1996, by and
between PAR 3 DEVELOPMENT, L.L.C., an Illinois limited liability company, with
its principal office located at 1909 Fox Drive, Champaign, Illinois 61820
(hereinafter referred to as "Lessor") and CSC INTELICOM, INC., a Delaware
corporation, with its offices at Suite 1000, 6707 Democracy Boulevard, Bethesda,
Maryland 20817 (hereinafter referred to as "Lessee").

                                   SECTION ONE
                       DEMISE AND DESCRIPTION OF PREMISES

Lessor leases to Lessee and Lessee leases from Lessor that certain office space
which is herein referred to as the "demised premises," consisting of
approximately Forty Thousand (40,000) square feet, located at _________________
Champaign, Illinois, the area, location, specifications, floor plan and
description of which are more particularly indicated and described on Exhibit A
attached hereto and incorporated by reference herein, together with all
improvements located thereon. The demised premises are a portion of the
Devonshire Corporate Centre II office complex, herein referred to as the
"commercial center," containing other office space, a parking area and common
facilities for the use and benefit of all tenants of such commercial center. The
parking area and common facilities for the building in which the demised
premises are located are shown on Exhibit B attached hereto and incorporated by
reference herein. It is understood that no representations or warranties are
made with respect to location of other office space as shown in the attached
exhibits or areas adjoining thereto or with respect to the time that such other
office space will be erected and occupied.

The term "common facilities" as used herein shall be construed to include those
facilities within the commercial center which are for the nonexclusive use of
Lessee in common with other authorized users, and shall include, but not be
limited to, sidewalks, parking areas, planted areas, open means of ingress and
egress and any signage advertising the common name given to the commercial
center.

                                   SECTION TWO
                          CONSTRUCTION OF IMPROVEMENTS

A.   Lessor's obligation. Lessor shall construct, at its sole expense, all of
     the facilities of the commercial center as shown on Exhibit A and the
     demised premises for Lessee's use and occupancy as shown on said Exhibit A,
     such demised premises to be constructed in accordance with plans and

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     specifications to be prepared by Lessor, at Lessor's sole expense, and 
     approved by Lessee.

B.   Commencement of construction. Lessor will commence the construction of such
     demised premises as soon as is reasonably possible after the plans and
     specifications therefor have been completed and will diligently prosecute
     such construction to completion.

     Additions or changes to the previously agreed upon specifications or floor
     plan further detailed on Exhibit A shall be paid for by Lessee at their
     usual and customary value, and any change or addition shall be reduced to
     writing and signed in duplicate by both parties. Such change orders shall
     be in a form substantially similar to the attached Exhibit "C."

C.   Construction delays and work stoppages. No delay in the completion of the
     construction herein required of Lessor, caused by government regulations,
     inability to procure labor or materials, strikes, acts of God, or other
     causes similar or dissimilar beyond the control of Lessor shall be a basis
     of a claim of lack of diligence on the part of Lessor.

                                  SECTION THREE
                       PARKING AREA AND COMMON FACILITIES

A.   Maintenance. Lessor, throughout the term of this lease, shall maintain and
     keep the parking area and common facilities of the commercial center in
     good order, condition and repair including adequate lighting, painting,
     snow removal, drainage, supervision and the like and all costs and expenses
     incurred in connection therewith, including, but not limited to, real
     estate taxes, special assessments, repairs, garbage storage and garbage
     removal expenses, and public liability and property insurance shall be paid
     by Lessor when due subject, however, to reimbursement therefor by Lessee
     pursuant to Section Four (B) herein below.

B.   Use. Lessee and all those having business with it will, in common with the
     other tenants and their customers and others having business with them,
     have the right to use and enjoy the parking area and common facilities for
     their intended purposes, except that no trucks belonging to Lessee, to
     suppliers of Lessee, or to delivery agents of Lessee shall be allowed to
     park in the parking area for more than one (1) hour at any time without
     having first obtained Lessor's prior written consent not to be unreasonably
     withheld.

C.   Parking Facilities. The parking areas are shown on Exhibit A-1 which is
     attached hereto. No charges will be made for parking. Lessor reserves the
     right to rearrange or reallocate the parking and common facilities so long
     as

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     the number of parking spaces shown on Exhibit A-1 is not reduced by more 
     than one percent (1%).

D.   Governing regulations. Lessee will comply and cause its employees, agents
     and invitees to comply with all rules and regulations adopted by Lessor in
     connection with the use of the parking area and common facilities, and with
     all supplements thereto and amendments thereof which Lessor may hereafter
     adopt. All such rules and regulations shall pertain to the safety, care,
     use and cleanliness of the parking area and common facilities and the
     preservation of good order therein and thereon. No rules or regulations now
     in effect or hereafter adopted shall unreasonably interfere with Lessee's
     use and enjoyment of the demised premises. All rules and regulations and
     supplements thereto and amendments thereof which Lessor may adopt shall be
     in writing, and a copy thereof shall be delivered to Lessee.

E.   Violation of regulations. If Lessee shall fail within seventy-two (72)
     hours after receipt of written notice of any material violation by Lessee
     or its employees or agents of any such rules or regulations to cure such
     violation such failure shall constitute a default under this lease.

                                  SECTION FOUR
                           RENTAL AND RELATED CHARGES

A.   Base Rent. Lessee shall pay Lessor as a fixed annual base rental for each
     year during the term of this lease at 1909 Fox Drive, Champaign, Illinois
     61820, or at such place as Lessor may from time to time designate, the
     total sum of Four Hundred Sixteen Thousand Dollars ($416,000.00) payable in
     twelve (12) equal monthly installments of Thirty-Four Thousand Six Hundred
     Sixty-Six and 67/100 Dollars ($34,666.67) on the first day of each month
     during each year of this lease. Notwithstanding the foregoing the first
     month's rent shall be paid by Lessee upon execution of this lease by
     Lessee.

     The parties acknowledge and agree the base rental amount provided for
     herein is based upon the specifications and floor plan further detailed on
     Exhibit A. In the event the specifications or floor plan should be
     modified, the parties acknowledge an equitable adjustment shall be made to
     the subject base rental amount.

B.   Additional Rent. Lessee shall pay Lessor for its pro rata share of
     maintenance charges, insurance charges, real estate taxes and all other
     expenses in connection with the parking areas and common facilities as set
     forth hereinabove at Section Three (A) and late charges in accordance with
     the terms of this lease on or before the first business day of each and
     every month of this lease.

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C.   Monthly Real Estate Tax and Expense Charges. Lessee shall pay Lessor real
     estate tax and expense charges, which in the first year of this lease have
     been estimated to be Thirty-Eight Thousand Dollars ($38,000.00), payable in
     twelve (12) equal monthly installments of Three Thousand One Hundred
     Sixty-Six and 67/100 Dollars ($3,166.67) simultaneously with the payment of
     the base rent so that the aggregate payments due hereunder from Lessee
     shall equal Thirty-Seven Thousand Eight Hundred Thirty-Three and 34/100
     Dollars ($37,833.34) per month for the first year. The amount paid by
     Lessee for taxes, maintenance and insurance shall be reconciled annually in
     accordance with the provisions of this Section Four (C).

     As soon as reasonably feasible after the expiration of each lease year, but
     in any event no later than ninety (90) days after said expiration date,
     during the term of this lease, including extensions thereof, Lessor will
     furnish to Lessee a statement showing (i) the maintenance charges, real
     estate taxes and expenses for the year, and (ii) the amount of additional
     rent paid due or owed by Lessor. If the actual amount due from Lessor is
     more than that paid, Lessee shall promptly pay the difference within thirty
     (30) days; if said amount is less, Lessor shall pay the overage to Lessee
     within thirty (30) days.

                                  SECTION FIVE
                                      TERM

The term of this lease shall be for a period of seven (7) years and shall
commence upon the date Lessor notifies Lessee that the demised premises is ready
for occupancy. The demised premises shall be ready for occupancy when all work
of construction has been substantially completed as determined by the
architectural firm of Russell A. Dankert & Associates, Champaign, Illinois. The
parties acknowledge that the anticipated date of commencement for this lease
shall be September 20, 1996, although the actual commencement date shall be
determined as stated herein.

When the commencement date of the term of this lease has been determined in the
manner above provided such date shall be inserted in the space provided below
and Lessee shall signify acceptance of such commencement date.

The commencement date of the term of this lease is _________________, 1996.

LESSOR:                                     LESSEE:



BY:                                         BY: /s/ Kevin P. Haggerty
   ---------------------------                  ---------------------------


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If the commencement date of the term of this lease is other than the first day
of a calendar month this lease shall continue in full force and effect for a
period of seven (7) years from the first day of the calendar month next
succeeding the day of commencement. Upon actual commencement of the lease term
Lessee shall pay base rent and additional rent for any days of occupancy which
are less than a full month, on a per diem basis, using the base rent and
additional rent stated in Section Four to determine the amount due to Lessor.

In the event Lessee shall have faithfully performed all covenants of this lease
Lessor hereby grants Lessee the right and option to renew this lease for an
additional period of three (3) years. In the event Lessee desires to renew and
extend this lease it shall give Lessor written notice, at least one hundred
eighty (180) days prior to the expiration of the initial term, of its intent to
renew and extend, provided, however, that the following terms and conditions
shall be applicable to the additional term.

A.   The provisions of this lease during said three (3) year extension period
     shall be the same as provided in this lease.

                                   SECTION SIX
                                    [Deleted]

                                  SECTION SEVEN
                      OCCUPANCY AND ACCEPTANCE OF PREMISES

By entering into and occupying the demised premises Lessee shall be deemed to
acknowledge that the demised premises is in good order and repair, subject to
latent defects, and to punchlist items agreed upon by Lessor and Lesse in
writing, and that the demised premises has been constructed substantially in
accordance with the plans and specifications therefor. LESSOR DISCLAIMS ANY
WARRANTIES OF HABITABILITY OR FITNESS FOR A PARTICULAR USE OTHER THAN THAT
STATED IN SECTION EIGHT WITH RESPECT TO THE DEMISED PREMISES.

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                                  SECTION EIGHT
                                 USE OF PREMISES

A.   Purposes. Lessee shall use the demised premises for the purpose of
     conducting thereon and therefrom a computer consulting business, a computer
     support business and a data center, and no part of the demised premises
     shall be used for any other purpose without the prior written consent of
     Lessor.

B.   Corporate name. The name of Lessee's corporation will be CSC Intellicom,
     Inc. Lessee will be solely responsible for any costs of changing the name
     as it is featured in any signs of the commercial center.

C.       No retail sales. Lessee shall not conduct any retail sales at the
         demised premises.

D.   Public auctions. No sale at auction by Lessee or others shall be made in or
     from the demised premises.

E.   Maintenance of premises. Lessee shall at all times maintain the demised
     premises in a clean, neat and orderly condition.

F.   Compliance with insurance coverage. Lessee shall not use the demised
     premises or any part thereof, or permit any part of the demised premises to
     be used in any manner other than that stated in Section Eight, or permit
     any act whatsoever to be done on the demised premises, in a manner that
     will violate or make void or inoperative any policy of insurance held by
     Lessor or Lessee.

G.   Storage of inflammable materials. Lessee shall not keep or permit to be
     kept at, in or about the demised premises any gasoline, distillate or other
     petroleum product, or any other substance or material of an explosive or
     inflammable nature, in such quantities as may endanger any part of the
     demised premises without the written consent of all insurance companies
     carrying fire or rent insurance on all of the commercial center or any part
     thereof, or do any act or engage in any conduct which shall cause an
     increase in the fire insurance rates covering the commercial center over
     those charged for uses of the type and character permitted to Lessee under
     this lease.

H.   Use impairing structural strength or electrical capabilities. Lessee shall
     not permit the demised premises or any part thereof to be used in any
     manner that will impair the structural strength thereof or permit the
     installation of any machinery or apparatus the weight or vibration of which
     may tend to injure or impair the foundations or structural strength
     thereof. Lessee shall not permit the installation of any computer or
     electrical machinery or equipment which is

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     beyond the electrical capabilities of the building as completed according 
     to final construction specifications and drawings.

I.   Garbage disposal. Lessee shall not burn or incinerate any rubbish, garbage
     or debris at, in or about the demised premises, and shall cause all
     containers, rubbish, garbage and debris accumulated therein to be stored
     within the dumpsters provided by Lessor in the commercial center.

J.   Public regulations. In the conduct of its business in and about the demised
     premises Lessee shall observe and comply with all laws, ordinances and
     regulations of public authorities.

                                  SECTION NINE
                    INSTALLATION AND MAINTENANCE OF FIXTURES

Lessee shall first obtain the written consent of Lessor prior to Lessee's
installation of any trade fixtures, lighting fixtures, floor covering, wall
covering or furnishings which are of a lesser grade or quality than that
presently installed in the demised premises. Any trade fixtures, lighting
fixtures, floor covering, or wall covering or furnishings which Lessee does
install shall be of first quality commensurate in appearance and in keeping with
the demised premises. Lessee, throughout the term of this lease, shall maintain
the same in good order, condition and repair at its own expense and any cost to
repair damage caused by the installation or removal of same shall be at Lessee's
sole expense.

                                   SECTION TEN
                      SIGNS, EXTERIOR LIGHTING AND FIXTURES

Lessee may only install and maintain such signs at the demised premises as have
been approved in writing by the Lessor. Lessee may not install signs in its
windows or doors which are visible from the exterior of the demised premises nor
may Lessee maintain more than one (1) exterior sign at the commercial center;
provided, however, Lessee may stencil its corporate name on one (1) exterior
door to the demised premises so long as (i) the stencil is in white lettering;
and (ii) the design of the signage has been pre-approved in writing by Lessor.
Any such signs erected or placed in or on the demised premises by Lessee may
not, without Lessor's prior written consent, be removed by Lessee at the
expiration of the lease. In the event Lessor approves Lessee's removal of said
sign, all damage caused by the erection, maintenance and removal of any and all
such signs shall be fully repaired at the expense of Lessee.

Notwithstanding anything contained in this lease to the contrary, Lessor shall
install, at Lessor's expense, one (1) monument style sign upon the demised
premises

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consistent in form and size with the current monument style sign for McGladrey &
Pullen, L.L.P., located at 1806 Fox Drive, Champaign, Illinois.

Lessee acknowledges that the demised premises are part of an integrated and
uniform commercial center and that control of all exterior signs by Lessor is
essential in order to maintain uniformity and aesthetic values in the commercial
center.

Lessor shall select and install the interior window blinds to be used by Lessee
at the demised premises.

Lessee shall not install any lighting, plumbing facilities, shades, awnings or
similar devices or use any advertising medium which may be heard or experienced
outside of the demised premises such as loudspeakers, phonographs or radio
broadcasts without the Lessor's prior written consent. In no event shall event
shall Lessee use any portion of the common facilities for Lessee's exclusive use
without the express prior written consent of Lessor.

                                 SECTION ELEVEN
                       ALTERATIONS, CHANGES AND ADDITIONS

No material changes, alterations or additions shall be made by Lessee to the
demised premises without the prior written consent of Lessor, which consent will
not be unreasonably withheld, conditioned or delayed, and any such change,
alteration or addition to or on the demised premises made with the aforesaid
written consent of Lessor shall remain for the benefit of and become the
property of Lessor, unless otherwise expressly provided in the written consent.

                                 SECTION TWELVE
            DEFECTS; DEFECTIVE CONDITION; WIND; ACTS OF THIRD PERSONS

A.   Lessor's liability. Unless Lessor shall have acted in an intentional or
     negligent manner, Lessor shall not be liable to Lessee for any damage or
     injury to Lessee or Lessee's property occasioned by any defect of plumbing,
     heating, air conditioning equipment and ducts, electrical wiring or
     insulation thereof, gas pipes, or steam pipes, or from broken steps, or
     from the backing-up of any sewer pipe, or from the bursting, leaking, or
     running of any tank, tub, washstand, toilet, or waste pipe, drain, or any
     other pipe or tank in, on, or about the demised premises, or from the
     escape of steam or hot water from any boiler or radiator, or for any such
     damage or injury occasioned by water being on or coming through the roof,
     stairs, walks, doors or any other place on or near the demised premises, or
     for any such damage or injury done or occasioned by the falling of any
     fixture, plaster, or stucco, or for any such damage or injury caused by
     wind or by the act, omission, or negligence of co-

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     tenants or of other persons, occupants of the same building or of adjacent
     buildings or contiguous property.

B.   Waiver of claim against Lessor. All claims against Lessor for any damage or
     injury as provided in paragraph A of this section are hereby expressly
     waived by Lessee.

C.   Waiver of right of recovery. Lessor and Lessee hereby release each other
     from any and all liability or responsibility (to the other or anyone
     claiming through or under them by way of subrogation or otherwise) for any
     loss or damage to the demised premises suffered by or caused by any of the
     perils covered by the insurance provided for in Section Seventeen A and D
     of this lease, notwithstanding the fact that such peril shall have been
     caused by the fault or negligence of the other party or anyone for whom
     such party may be responsible.

                                SECTION THIRTEEN
                   CASUALTY DAMAGE; REPAIR; ABATEMENT OF RENT

A.   Use of partially damaged premises. In the event of partial damage or
     destruction of the demised premises Lessee shall continue to utilize the
     premises for the operation of its business to the extent that it may be
     practicable to do so.

B.   Right to terminate on destruction of premises where damage exceeds one-half
     of reconstruction cost. Either party hereto shall have the right to
     terminate this lease if, during the last nine (9) months of the term
     hereof, the demised premises are damaged to an extent exceeding one-half of
     the reconstruction cost of such restored building as a whole; provided
     that, in such an event, such termination of this lease shall be effected by
     written notice to that effect to the other party delivered within thirty
     (30) days of the happening of such casualty causing the damage.

C.   Repairs by Lessor. If the demised premises shall, either prior to the
     beginning of or during the term hereof, be damaged or destroyed by fire or
     by any other cause whatsoever beyond Lessee's control, Lessor, except as
     hereinafter otherwise provided, shall immediately on receipt of insurance
     proceeds paid in connection with such casualty insurance, but in no event
     later than ninety (90) days after such damage has occurred, proceed to
     repair or rebuild same, including any additions or improvements made by
     Lessor or by Lessee with Lessor's consent, on the same plan and design as
     existed immediately before such damage or destruction occurred, subject to
     such delays as may be reasonably attributable to governmental restrictions
     or failure to obtain materials or labor, or other causes whether similar or
     dissimilar, beyond the

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     control of Lessor. Materials used in repair shall be nearly like original
     materials as may be reasonably procured in regular channels of supply.
     Notwithstanding the foregoing, all said repairs must be substantially
     completed within two hundred seventy (270) days from the date of casualty
     or Lessee has the right to terminate this lease. Lessee's right to
     terminate this lease shall be exercised in writing on or before the two
     hundred seventy-fifth (275th) day from the date of casualty or it shall
     automatically be deemed to be waived.

     Whenever a strike, act of God or cause, beyond the power of the party
     affected to control, causes delay, the period of such delay so caused shall
     be added to the period limited in this lease for the completion of such
     work, reconstruction or replacement.

D.   Reduction of rent during repairs. In the event Lessee continues to conduct
     its business during the making of repairs, the fixed minimum monthly rental
     will be equitably reduced in the proportion that the unusable part of the
     demised premises bears to the whole thereof but no change shall be made in
     the method of computing the additional rental and additional charges due
     from Lessee under the terms of this lease.

     No rent shall be payable while the demised premises are thirty percent
     (30%) or more untenantable pending the repair of casualty damage.

E.   Repair or replacement of fixtures. Lessee shall be responsible for the
     replacement or repairs of its fixtures in the demised premises which may be
     damaged or destroyed by fire or any other cause whatsoever.

                                SECTION FOURTEEN
                                REPAIRS GENERALLY

A.   By Lessor. Lessor, throughout the term of this lease, shall maintain and
     keep the exterior and structural parts of the building of the demised
     premises in good repair at Lessor's initial sole expense subject, however,
     to Lessee's reimbursement as is provided hereinabove in Section Four (B).

B.   By Lessee. Lessee shall, at its own expense, keep and maintain the non-
     structural interior of the demised premises in a clean and sightly
     condition during the entire term of this lease, and shall specifically be
     responsible for the maintenance, repair and/or replacement of all building
     components including all Liebert systems. Notwithstanding the foregoing,
     the parties agree Lessee shall have no obligation to replace any mechanical
     systems, plumbing, electrical, roof or structural components. Lessee's
     maintenance obligation shall include the cost of bi-annual inspections and
     service, including all preventative

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     maintenance, of the demised premises' heating, air conditioning and
     ventilating system which shall be performed by (i) the contractor who
     originally installed said system; or (ii) such other contractor who has
     been pre-approved in writing by Lessor. Upon completion of said bi-annual
     inspection and service, Lessee shall provide Lessor with written proof of
     Lessee's compliance with the terms of this section. Lessee is responsible
     for the replacement and repair of any plate glass and the providing of
     janitorial services for the interior of the demised premises.

                                 SECTION FIFTEEN
                                    UTILITIES

Lessee shall pay before delinquency all charges for water, gas, heat,
electricity, power, telephone service and other similar charges incurred by
Lessee with respect to and during its occupancy of the demised premises.

                                 SECTION SIXTEEN
                                      TAXES

Lessee shall pay before delinquency all taxes levied or assessed on Lessee's
fixtures, equipment and personal property in and on the demised premises,
whether or not affixed to the real property.

If at any time after any tax or assessment has become due or payable, Lessee or
its legal representative neglects to pay such tax or assessment, Lessor shall be
entitled to pay the same at any time thereafter and such amount so paid by
Lessor shall be deemed to be additional rent for the leased premises, due and
payable by Lessee.

Lessor shall initially pay all general real estate taxes and special assessments
levied and/or assessed against the lot and building in which the demised
premises is situated, the parking areas and landscaped areas associated with
that building and the entire commercial center during the term of this lease,
subject, however, to Lessee's reimbursement of said charges as is provided in
Section Four of this lease.

                                SECTION SEVENTEEN
                                    INSURANCE

A.   Insurance companies. All policies of insurance to be kept and maintained in
     force by the respective parties hereto shall be obtained from good and
     solvent insurance companies reasonably satisfactory to Lessor with Lessor
     named as an additional insured party under the liability insurance. Lessee
     shall annually provide Lessor, on the anniversary date of this lease, with
     a certificate naming Lessor as said additional insured party.


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B.   Lessee to obtain liability insurance. Lessee shall, at its own expense, at
     all times during the term of this lease, maintain in force a policy or
     policies of insurance, written by one or more responsible insurance
     carriers which will insure Lessor and Lessee against liability for injury
     to or death of persons or loss of damage to property occurring in or about
     the demised premises. The liability under such insurance shall not be less
     than One Million Dollars ($1,000,000) for any one person killed or injured,
     One Million Dollars ($1,000,000) for any one accident, and Five Hundred
     Thousand Dollars ($500,000) property damage.

C.   Lessee to obtain fire insurance on its fixtures and equipment. Lessee shall
     maintain in force, at all times during the term of this lease, on all of
     its fixtures and equipment in the demised premises, such policies as it
     deems adequate for the repair and replacement thereof.

D.   Lessor to obtain fire insurance on premises. Lessor shall maintain in force
     and shall pay for, at all times the term of this lease, policies of
     casualty insurance in such amounts as shall be determined solely by Lessor.

E.   Lessee's waiver of Lessor's casualty insurance proceeds. In the event the
     demised premises shall be damaged or destroyed by fire, or other casualty
     so insured against, Lessee shall claim no interest in any insurance
     settlement arising out of any such loss and shall execute any and all
     documents required by Lessor or the insurance company or companies that may
     be necessary for use in connection with settlement of any such loss by
     Lessor.

                                SECTION EIGHTEEN
                    TRANSFER OR PLEDGE OF LEASEHOLD INTEREST

Lessee shall not assign this lease or any interest therein, or sublet the
demised premises or any part thereof, or license the use of any portion of the
demised premises or business conducted thereon or therein, or encumber or
hypothecate this lease, without first obtaining the written consent of Lessor,
which consent will not be unreasonably withheld, conditioned or delayed. Any
assignment, subletting, licensing, encumbering or hypothecating of this lease
without such prior written consent shall, at the option of Lessor, immediately
terminate this lease. Notwithstanding the foregoing, the parties agree (i)
Lessee may assign this lease or sublet the demised premises to any affiliate of
Lessee which has substantially common ownership as Lessee ("Affiliate") without
Lessor's written consent; and (ii) in the event Lessee assigns this lease or
sublets the demised premises to an Affiliate any profit derived by Lessee from
said assignment or sublet shall inure to the benefit of Lessee.


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                                SECTION NINETEEN
                              SURRENDER OF PREMISES

Lessee shall, at the termination of this lease, vacate the demised premises in
as good condition as it was at the time of entry thereon by Lessee, except for
reasonable use and wear thereof, acts of God, or damage by casualty beyond the
control of Lessee, and on vacating shall leave the demised premises free and
clear of all rubbish and debris.

                                 SECTION TWENTY
                            INDEMNIFICATION OF LESSOR

A.   Liens and encumbrances. Lessor and Lessee respectively (respectively, the
     "Indemnifying Party") shall indemnify the other and the premises herein
     demised and all improvements placed thereon against all claims, liens,
     claims of lien, demands, charges, encumbrances or litigation arising
     directly or indirectly out of or by reason of any work or activity of the
     Indemnifying Party on the demised premises, and shall forthwith and within
     fifteen (15) days after the filing of any lien for record fully pay and
     satisfy the same, and shall reimburse the other party for all loss, damage
     and expense, including reasonable attorneys' fees, which it may suffer or
     be put to by reason of any such claims of lien, demands, charges,
     encumbrances or litigation.

     In the event the Indemnifying Party shall fail to pay and fully discharge
     any claim, lien, claims of lien, demand, charge, encumbrance or litigation,
     or should proceedings be instituted for the foreclosure of any lien or
     encumbrance, the other party shall have the right, at its option, at any
     time after the expiration of such 15-day period, to pay the same or any
     portion thereof, with or without the costs and expenses claimed by such
     claimant, and in making such payment the other party shall be the sole
     judge of the legality thereof. All amounts so paid by the other party shall
     be repaid by the Indemnifying Party to the other party on demand, together
     with interest thereon at the rate of eighteen percent (18%) per annum, from
     the date of payment by the other party until repayment is fully made.

B.   Personal injuries, violation of law. Excluding intentional or negligent
     acts of Lessor, Lessee shall indemnify Lessor and its members against any
     cost, liability or expense arising out of any claims of any person or
     persons whatsoever by reason of the use or misuse of the demised premises,
     parking area or common facilities by Lessee or any person or persons
     holding under Lessee, and shall indemnify Lessor against any penalty,
     damage or charge incurred or imposed by reason of any violation of law or
     ordinance by Lessee or any person or persons holding under Lessee, against
     any costs, damage or

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     expense arising out of the death of or injury to any person or persons
     holding under Lessee.

                               SECTION TWENTY-ONE
                             SUBORDINATION OF LEASE

Upon receipt of a reasonably acceptable non-disturbance agreement, Lessee shall
execute any instrument permitting mortgages or deeds of trust to be placed on
the lot and building in which the demised premises is located or any part
thereof as security for any indebtedness, and subordinate this lease to such
mortgages or trust deeds, if required to do so by the secured party.

Lessee shall have the right to make payment of any defaults under any mortgage,
trust deeds or liens of record on the demised premises, and to receive
reimbursement for such payment by deduction and credit from and against rentals
becoming due hereunder.

                               SECTION TWENTY-TWO
                              ESTOPPEL CERTIFICATE

Lessee agrees to at any time and from time to time, within twenty (20) days
after Lessee's receipt of Lessor's written request, to execute, acknowledge and
deliver without charge to Lessor a written instrument, certifying the
commencement date of the term of this lease, that Lessee has accepted possession
of the demised premises and is open for business, that this lease is unmodified
and in full force and effect (or if there have been modifications, that it is in
full force and effect as modified and stating the modifications), the dates to
which base rent, additional rent and other charges have been paid in advance, if
any, and stating whether or not to the best knowledge of the signer of such
certificate, Lessor is in default in the performance of any covenant, agreement
or condition contained in this lease and, if so, specifying each such default of
which the signer may or should have knowledge, and certifying such other matters
as may be reasonably requested by Lessor ("Estoppel Certificate").

Lessee's failure to deliver an Estoppel Certificate to Lessor within twenty (20)
days after Lessor's written request therefor, shall at the option of Lessor, be
conclusive upon Lessee that: (1) this lease is in full force and effect without
modification except as may be represented by Lessor; (2) that there are no
uncured defaults in Lessor's performance; and (3) that no more than one (1)
month's rent has been paid in advance.


                                       14

<PAGE>



                              SECTION TWENTY-THREE
                          LESSOR'S RIGHT OF INSPECTION

Upon notice, except in the case of emergencies, Lessor shall have access to the
demised premises, and each part thereof, during Lessee's regular business hours
and at any time thereafter for the purpose of inspecting the same, making
repairs and posting notices which Lessor may deem to be for the protection of
Lessor or the demised property.

                               SECTION TWENTY-FOUR
                            DEFAULT AND LATE CHARGES

A.   Lessor's right to repossess, operate, or relet. If the rental reserved by
     this lease or other charges to be paid hereunder by Lessee, or any part
     thereof, are not paid when due and shall remain unpaid for a period of ten
     (10) days after notice thereof in writing, or if Lessee shall fail to
     promptly perform any other covenant, condition, or provision by it to be
     performed hereunder and such failure shall continue for a period of ten
     (10) days after receipt of notice in writing specifying the nature of such
     failure, or if Lessee abandons the demised premises and ceases to pay rent,
     then, and in any such event, Lessee shall be deemed to be in default and
     Lessor, without further notice, may at its option re-enter and take
     possession of the demised premises, including all improvements thereon and
     fixtures and equipment owned or leased by Lessee and located at, in or
     about the same, and take, operate or relet the same in whole or in part for
     the account of Lessee at such rental and on such agreement and conditions
     and to such tenant or tenants as Lessor in good faith may deem proper for a
     term not exceeding the unexpired period of the full term of this lease.
     Lessor shall receive all proceeds and rent accruing from such operation or
     reletting of the demised premises or fixtures and equipment and shall apply
     the same first to the payment of all costs and expenses incurred by Lessor
     in obtaining possession and in the operation or reletting of the demised
     premises or fixtures and equipment, including reasonable attorneys' fees,
     commissions, and collection fees, and any alterations or repairs reasonably
     necessary to enable Lessor to operate or relet the premises or fixtures and
     equipment and to the payment of all such amounts as may be due or become
     payable under the provisions of this lease, and the balance remaining, if
     any, at the expiration of the full term of this lease or on the sooner
     termination thereof by written notice of termination given by Lessor to
     Lessee shall be paid over to Lessee. Upon three (3) days' notice to Lessee,
     Lessor may dispose of any personal property of Lessee located at the
     demised premises at the time of any default without incurring any liability
     for such a disposition. Notwithstanding anything contained herein to the
     contrary, it is understood and agreed that in the event Lessee's default
     hereunder cannot be completely cured within said ten (10) day period but
     Lessee has diligently

                                       15

<PAGE>



     commenced curing the subject default, Lessee may with reasonable diligence
     and in good faith proceed to remedy or cure the subject default.

B.   Late Charges. If the rental reserved by this lease or other charges to be
     paid hereunder by Lessee, or any part thereof, are not paid when due, late
     charges in the amount of five percent (5%) of the basic monthly rent shall
     be immediately due for each ten-day period, commencing the first (1st) day
     of the applicable month, that the rental or other charges, or any part
     hereof, remain unpaid.

C.   Repossession or reletting not a termination, Lessor's right to terminate
     not forfeited. No re-entry, repossession, operation or reletting of the
     demised premises or of fixtures and equipment shall be construed as an
     election by Lessor to terminate this lease unless a written notice of such
     intention is given by Lessor to Lessee, and notwithstanding any such
     operation or reletting without terminating this lease, Lessor may at any
     time thereafter elect to terminate this lease in the event at such time
     Lessee remains at default hereunder.

D.   Lessee's obligation to pay deficiencies. In the event the proceeds or
     rentals received by Lessor under the provisions of this section are
     insufficient to pay all costs and expenses and all amounts due and becoming
     due hereunder, Lessee shall pay to Lessor on demand such deficiency as may
     from time to time occur or exist.

E.   Lessor's right to perform Lessee's duties at Lessee's cost. Notwithstanding
     any provision as to notice contained in this lease, if in the judgment of
     Lessor the continuance of any material default by Lessee, other than for
     the payment of money, for the full period of the notice otherwise provided
     for will jeopardize the premises or the rights of Lessor, Lessor may,
     without notice, elect to perform those acts in respect of which Lessee is
     in material default, at the expense of Lessee, and Lessee shall thereupon
     reimburse Lessor, with interest at the rate of eighteen percent (18%) per
     annum, on five (5) days notice by Lessor to Lessee.

F.   Lessor's right to terminate lease. In the event of Lessee's material
     default as stated herein, Lessor may, at its option, on five (5) days
     notice, terminate this lease and any and all interest of Lessee hereunder,
     and may thereupon immediately re-enter and take possession of the demised
     premises.

G.   Lessor's right on termination to recover amount equal to rent reserved. If
     this lease is terminated by Lessor by reason of any material default by
     Lessee, Lessor shall be entitled to recover from Lessee, at the time of
     such termination, the excess, if any, of the amount of rent reserved in
     this lease for the balance

                                       16

<PAGE>



     of the term thereof over the then reasonable rental value of the premises
     for the same period. It is agreed that the "reasonable rental value" shall
     be the amount of rental which Lessor can obtain as rent for the remaining
     balance of the term.

H.   Lessor's and Lessee's remedies cumulative. Each and all of the remedies
     given to Lessor and Lessee in this lease or by law shall be cumulative, and
     the exercise of one right or remedy by either party shall not impair that
     party's right to exercise any other right or remedy it may possess.

I.   Lessee's waiver of claims against Lessor. Lessee hereby waives all claim or
     demand for damages that may be caused by Lessor in lawfully and rightfully
     re-entering and taking possession of the demised premises as hereinabove
     provided, and all claim or demand for damages which may result from the
     destruction of or damage to the demised premises and all claim or demand
     for damages or loss of property belonging to Lessee as may be in or on the
     premises at the time of such re-entry, assuming Lessor has used reasonable
     care when re-entering and taking possession of the demised premises.

J.   Limitation of notice period by governmental order. Notwithstanding any
     provision as to notice in this section, if Lessee is required to comply
     with any governmental regulation or order within a period less than that to
     which Lessee would otherwise be entitled to notice, Lessee shall not be
     entitled to notice beyond the period within which such compliance may be
     required by such regulation or order.

                               SECTION TWENTY-FIVE
                             EXPENSES OF ENFORCEMENT

Should Lessor or Lessee incur any expenses in enforcing any provision of this
lease the defaulting party shall pay to the non-defaulting party all expenses so
incurred, including reasonable attorneys' fees and court costs.

                               SECTION TWENTY-SIX
                              EFFECT OF BANKRUPTCY

If at any time during the term of this lease there shall be filed by or against
Lessee in any court, pursuant to any statute either of the United States or any
state, petition in bankruptcy or insolvency or for reorganization or for the
appointment of a receiver or trustee of all or a portion of Lessee's property,
or if Lessee makes an assignment for the benefit of creditors, Lessee shall have
breached this lease, and this lease, at the option of Lessor exercised after
expiration of the period provided below, may be cancelled and terminated,
provided such petition in bankruptcy or insolvency or for reorganization or for
the appointment of a receiver or trustee shall continue for a

                                       17

<PAGE>



period of ten (10) days. In such event neither Lessee, nor any person claiming
through or under Lessee by virtue of any statute or of any statute or of an
order of any court, shall be entitled to possession or to remain in possession
of the demised premises, but shall forthwith quit and surrender the premises.

                              SECTION TWENTY-SEVEN
                                 EMINENT DOMAIN

A.   Over certain percentage taken. In the event twenty-five percent (25%) or
     more of the area of the demised premises shall be taken for a public or
     quasi-public use this lease shall terminate as of the date of the actual
     physical taking, and the parties shall thereupon be released from any and
     all further liability hereunder.

B.   Less than a certain percentage taken. In the event of a partial taking of
     less than twenty-five percent (25%) of the area of the demised premises,
     Lessor shall, with reasonable diligence, proceed at its own expense to
     reconstruct or repair the demised premises and place the same in a
     tenantable condition within ninety (90) days after the date of the actual
     physical taking, provided, however, that if fifty percent (50%) or more of
     the area of the commercial center as a whole is taken, Lessor alternatively
     may elect to terminate this lease notwithstanding that less than
     twenty-five percent (25%) of the area of the demised premises were taken.
     In the event of such termination the parties hereto shall be released from
     any and all further liability under this lease.

C.   Abatement of rent. During any reconstruction or repairing as hereinabove
     provided, Lessee shall be required to pay only that proportion of the fixed
     minimum monthly rental herein reserved as the area of the demised premises
     remaining in a tenantable condition during such reconstruction or repairing
     bears to the entire area herein leased. On completion of such
     reconstruction or repairing, the fixed minimum monthly rental herein
     reserved shall be adjusted in the proportion that the reconstructed demised
     premises bear to the original demised premises, and thereafter Lessee shall
     be required to pay such adjusted fixed minimum monthly rental in accordance
     with the provisions of this lease.

     There shall be no abatement of any rental due until such time as there
     shall be an actual physical possession of that portion of the demised
     premises taken, and in no event shall there be any change made in the
     method of computing the percentage rental, and there shall be no reduction
     of percentage rental.

D.   Right to condemnation award. Any award made in any condemnation proceeding
     for the taking of any part or all of the demised premises shall be the sole
     property of and be paid to Lessor.


                                       18

<PAGE>



                              SECTION TWENTY-EIGHT
                                 QUIET ENJOYMENT

Lessor hereby covenants and warrants that, subject to any trust deeds or
mortgages now of record or hereafter placed on record, it is the owner of the
demised premises and that Lessee, on payment of rents herein provided for and
performance of the provisions hereof on its part to be performed, shall and may
peacefully possess and enjoy the demised premises during the term hereof without
any interruption or disturbance.

                               SECTION TWENTY-NINE
                                WAIVER OF BREACH

No waiver of any breach or breaches of any provision of this lease shall be
construed to be a waiver of any preceding or succeeding breach of such provision
or of any other provision hereof.

                                 SECTION THIRTY
                               TIME OF THE ESSENCE

Time is of the essence of each and every provision hereof.

                               SECTION THIRTY-ONE
                          HEADINGS FOR CONVENIENCE ONLY

The headings used herein are for convenience and shall not be resorted to for
purposes of interpretation or construction hereof.

                               SECTION THIRTY-TWO
                                    PRONOUNS

Feminine or neuter pronouns shall be substituted for those of masculine form or
vice versa, and the plural shall be substituted for the singular number or vice
versa in any place or places in which the context may require such substitution
or substitutions.

                              SECTION THIRTY-THREE
                           AMENDMENTS TO BE IN WRITING

This lease may be modified or amended only by a writing duly authorized and
executed by both Lessor and Lessee. It may not be amended or modified by oral
agreements or understandings between the parties unless the same shall be
reduced to writing duly authorized and executed by both Lessor and Lessee.


                                       19

<PAGE>



                               SECTION THIRTY-FOUR
                                  PARTIES BOUND

Each and every provision of this lease shall bind and shall inure to the benefit
of the parties hereto and their legal representatives. The term "legal
representatives" is used in this lease in its broadest possible meaning and
includes, in addition to executors and administrators, every person,
partnership, corporation or association succeeding to the interest or to any
part of the interest in or to this lease or in or to the leased premises, of
either Lessor or Lessee herein, whether such succession results from the act of
a party in interest, occurs by operation of the law or is the effect of the
operation of law together with the act of such party. Each and every agreement
and condition of this lease by Lessee to be performed shall be binding on all
assignees, subtenants, concessionaires, and/or licensees of Lessee; provided
however, that this provision shall not be deemed to supersede the restrictions
on assignment, subletting or licensing imposed by Section Eighteen entitled
"Transfer or Pledge of Leasehold Interest."

                               SECTION THIRTY-FIVE
                                  HOLDING OVER

No holding over and continuation of any business by Lessee after the expiration
of the term hereof shall be considered to be a renewal or extension of this
lease unless written approval of such holding over and a definite agreement to
such effect is signed by Lessor defining the length of such additional term. Any
holding over without the consent of Lessor shall be considered to be a
day-to-day tenancy at a rental of one hundred fifty percent (150%) of the fixed
minimum monthly rental provided herein, computed on the basis of a 30-day month.

                               SECTION THIRTY-SIX
                                     NOTICES

All notices or demands of any kind which Lessor may be required or may desire to
serve on Lessee under the terms of this lease shall be served on Lessee by
mailing a copy thereof by registered or certified mail, postage prepaid,
addressed to Lessee at: Suite 1000, 6707 Democracy Boulevard, Bethesda, Maryland
20817, ATTN: General Counsel, with a copy to: Thomas P. Murphy, Suite 2600, 10
S. LaSalle Street, Chicago, Illinois 60603, or at such other address or
addresses as may from time to time be designated by Lessee in writing to Lessor.
Service shall be deemed complete upon receipt. All notices and demands from
Lessee to Lessor may be similarly served on Lessor at 1909 Fox Drive, Champaign,
Illinois 61820, or at such other address as Lessor may in writing designate to
Lessee.


                                       20

<PAGE>



                              SECTION THIRTY-SEVEN
                               STRICT CONSTRUCTION

The language used in this lease shall be deemed to be the language approved by
all parties to this lease to express their mutual intent, and no rule of strict
construction shall be applied against any party.

                              SECTION THIRTY-EIGHT
                           DELAY IN LEASE COMMENCEMENT

In the event the commencement date of this lease, as determined in accordance
with the provisions of Section Five of this lease, is after October 25, 1996
Lessor agrees to credit Lessee against Lessee's future payment of base rent
hereunder the sum of Six Hundred Sixty-Six and 67/100 Dollars ($666.67) per day
for each day the actual commencement date of this lease is delayed after said
October 25, 1996 date.

                               SECTION THIRTY-NINE
                                EXPANSION OPTION

During the initial four (4) years of the term of this lease Lessor shall retain
sufficient acreage adjacent to the demised premises, as further detailed on
Exhibit A, upon which to (i) construct a ten thousand (10,000) square foot
addition to the demised premises; and (ii) provide an additional sixty-three
(63) surface parking spaces for Lessee's use (the "Expansion Premises"). Lessee
shall notify Lessor in writing at least thirty (30) days prior to the last day
of the fourth (4th) year of the term of this lease as to whether Lessee intends
to expand its operations onto the Expansion Premises. In the event Lessee elects
to expand its operations onto the Expansion Premises the parties shall negotiate
in good faith an addendum to this lease reflecting the terms upon which Lessor
shall lease the Expansion Premises to Lessee including Lessee's payment of rent
to Lessor beginning on October 1, 2003. In the event Lessee declines to expand
its operations onto the Expansion Premises or fails to timely notify Lessor as
to Lessee's intent. Lessor shall have no further obligation to Lessee as to the
Expansion Premises and Lessee shall have no further interest in or to the
Expansion Premises.

                                  SECTION FORTY
                                   COMMISSION

Lessor and Lessee each warrant to the other that no real estate broker or agent
has been used or consulted in connection with this lease except JSQ Real Estate
Consulting Company, whose commission is the subject of a separate agreement
between Lessor and JSQ Real Estate Consulting Company and shall be paid by
Lessor.


                                       21

<PAGE>



                                SECTION FORTY-ONE
                                    CONSENTS

At any time Lessor's or Lessee's approval hereunder is required, such approval
shall not be unreasonably withheld, conditioned or delayed.

                                SECTION FORTY-TWO
                               HAZARDOUS MATERIALS

A.   During the term of the lease, Lessor and Lessee shall fully comply with any
     laws or rules and regulations promulgated thereunder relating to the
     demised premises, including, but not limited to, Occupational Safety and
     Health Act, 29 U.S.C. Sections 651, et seq.; the Toxic Substances Control
     Act, 15 U.S.C. Sections 2601, et seq.; the Resource Conservation and
     Recovery Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C.
     Sections 7901, et seq.; the Clean Water Act, 33 U.S.C. Sections 1251, et
     seq.; the Comprehensive Environmental Response, Compensation and Liability
     Act of 1980 and the 1986 Superfund Amendments and Reauthorization Act, 42
     U.S.C. Sections 9601, et seq.; the National Environmental Policy Act, 42
     U.S.C. Sections 4231, et seq.; the Refuse Act, 33 U.S.C. Sections 407, et
     seq.; the Safe Drinking Water Act, 42 U.S.C. Sections 300(f), et seq.; the
     Emergency Planning and Community Right- to-Know Act, 42 U.S.C. Sections
     11001, et seq.; or any other federal, state or local law, ordinance and/or
     regulation promulgated under each of those statutes and any amendments
     thereto, as well as applicable Department of Transportation regulations
     relating to environmental matters (collectively "Environmental Laws").
     Lessee shall notify Lessor immediately if Lessee receives any notice of
     non-compliance with any laws or rules and regulations promulgated
     thereunder, including, but not limited to, those enumerated above. Lessor
     shall notify Lessee immediately if Lessor receives any notice of
     non-compliance with any laws or rules and regulations promulgated
     thereunder, including, but not limited to, those enumerated above.

     Lessee shall not cause or permit Lessee's business in the demised premises
     to be used to generate, manufacture, refine, transport, treat, store,
     handle, dispose, transfer, produce or process hazardous substances, or
     other dangerous or toxic substances, or solid waste, except in compliance
     with all applicable federal, state and local laws or regulations. Lessor
     and Lessee shall each notify the other immediately if either learns of any
     non-compliance or of any facts (such as the existence of any release or
     threat of release of hazardous substances at, on, from or beneath the
     surface of the demised premises) which could rise to a claim of
     non-compliance with such laws or rules and regulations promulgated
     thereunder.


                                       22

<PAGE>



B.   During the term of the lease, Lessee shall obtain, shall fully comply with,
     and shall maintain in full force and effect all governmental licenses,
     permits, registrations and approvals (federal, state, local, county and
     foreign) necessary to conduct its business including, but not limited to,
     those required by the statutes enumerated above in paragraph A.

     Lessee warrants and represents that if during the term of the lease any
     violations are recorded or any notices are received with respect to any of
     such licenses, permits, registrations and approvals or if a proceeding is
     commenced or threatened to revoke or limit any of them, Lessee shall notify
     Lessor immediately.

C.   Lessor is, to the best of its knowledge, as of the date of the execution of
     this lease, not aware of the presence of any materials on the demised
     premises which may require remedial action under any applicable
     Environmental Laws or may pose a threat to human health or the environment.

     Lessor shall protect, defend, indemnify and hold harmless Lessee from and
     against any and all liability, claims, actions, causes of action,
     proceedings, demands, costs, penalties, fines and expenses, including
     without limitation reasonable attorney fees, consultant's fees, and
     clean-up costs, resulting from the generation, storage, treatment,
     handling, transportation, disposal or release, of any materials on the
     demised premises caused by Lessor, its agents, employees, officers, or
     directors acts or omissions in violation of any applicable Environmental
     Laws. The obligations of this paragraph shall survive the expiration or
     termination of this lease.

     Lessee shall protect, defend, indemnify and hold harmless Lessor from and
     against any and all liability, law suits, claims, actions, causes of
     action, proceedings, demands, costs, penalties, fines and expenses,
     including without limitation reasonable attorney fees, consultant's fees,
     and clean-up costs, resulting from the generation, storage, treatment,
     handling, transportation, disposal or release, of any materials on the
     demised premises caused by Lessee, its agents, employees, officers, or
     directors acts or omissions in violation of any applicable Environmental
     Laws. The obligations of this paragraph shall survive the expiration or
     termination of this lease.

IN WITNESS WHEREOF, the parties have executed this lease at Champaign, Illinois
the day and year first above written.

LESSOR:                                     LESSEE:

PAR 3 DEVELOPMENT, L.L.C.                   CSC INTELICOM, INC.,
an Illinois limited liability company       a Delaware corporation


                                       23

<PAGE>



BY:      FOX DEVELOPMENT
          CORPORATION,
         an Illinois corporation, its
          managing member


BY:                                         BY:   /s/ Kevin P. Haggerty
         ---------------------------              ----------------------------
         MELINDA J. PARKER,                       KEVIN P. HAGGERTY,
         Its President                            Its Vice President





                                       24

<PAGE>



                                   EXHIBIT A-1








                                    [Diagram]




                                       25

<PAGE>


                                        1


Revised 1/16/96                                                      Exhibit A-2


                               PROJECT DESCRIPTION

                               CSC INTELICOM, INC.

                               CHAMPAIGN, ILLINOIS

                                  November 1995

1.   GENERAL

     1.1  Summary of Work

          1.1.1     The Scope of Work anticipated includes design and
                    construction of a building as described within this Project
                    description at Par 3 property, Champaign, Illinois.

          1.1.2     The building will be comprised of the following areas:

                    Office Area.........................    40,000 sf
                    Total...............................    40,000 sf

     1.2  Building Features

          1.2.1     A finish ceiling height of 10' +/- is anticipated for the
                    main office area.

          1.2.2     Design of the project will provide for future expansion as
                    shown on the preliminary drawings.

     1.3  Drawings and Specifications

          1.3.1     Complete "Working Drawings and Specifications" will be
                    prepared from the preliminary design documents and will be
                    furnished to the owner.

     1.4  Design

          1.4.1     All structural design shall be in accordance with BOCA Code
                    requirements unless noted otherwise.



<PAGE>


                                        2

          1.4.2     All concrete work is to be completed in accordance with the
                    applicable standards of the American Concrete Institute
                    (ACI).

          1.4.3     Structural steel beams, columns, and lintels will be
                    designed in accordance with the Steel Construction Manual of
                    the American Institute of Steel Construction specifications
                    for the design of hot-formed structural members.

          1.4.4     The bar joist framing will be designed in accordance with
                    the requirements and guidelines of the Steel Joist
                    Institute.

          1.4.5     Asphalt work is to conform to applicable requirements as
                    established by the Illinois Department of Transportation
                    IDOT.

     1.5  Definitions & Terms

          1.5.1     Where the word "Client" appears it shall mean CSC Intelicom,
                    Inc.

          1.5.2     Where the word "Architect" appears it shall mean Dankert and
                    Associates.

          1.5.3     Where the word "Contractor" appears it shall mean Dodds
                    Company and/or an associated subcontractor.

2.   SITEWORK

     2.1  Earthwork

          2.1.1     All trees, stumps, and brush that interfere with new
                    construction are to be removed and properly disposed of
                    off-site.

          2.1.2     Topsoil which is stripped to accommodate new construction
                    will be retained on site for use in landscaping or for
                    construction of earth berms.

          2.1.3     All debris will be removed from site and properly disposed
                    of.

          2.1.4     Site areas which are to be occupied by the building or
                    surface improvements will be rough and fine graded as
                    necessary to meet engineered elevations and grades and to
                    provide for proper surface drainage.



<PAGE>


                                        3

          2.1.5     All cutting, filling and rough grading is to be completed to
                    proper subgrade elevations for finish floor, pavement and
                    landscaped areas.

          2.1.6     The site is anticipated to consist of suitable soils that
                    permit the site to be cut, filled and balanced without a
                    need to import additional fill.

          2.1.7     Site areas which are to be occupied by the new building or
                    pavement will be proof-rolled to compact the existing
                    subbase to 95% maximum density.

          2.1.8     A minimum of 2" compacted granular material will be provided
                    under all concrete slabs on grade and will consist of
                    approved material as excavated from sources on-site or
                    obtained from approved, off-site sources.

          2.1.9     Fill material will be compacted to 95% maximum density.

          2.1.10    (2) masonry dumpster enclosures.

          2.1.11    Free standing sign.

     2.2  Storm Drainage

          2.2.1     Storm water runoff from the roof will be directed to roof
                    sumps which will then carry runoff for discharge through
                    interior roof conductors.

          2.2.2     Paved and landscaped areas will be contoured and sloped to
                    permit an engineered rate of storm water runoff into site
                    system

     2.3  Sanitary Sewer

          2.3.1     A Sanitary Sewer System will be completed to accommodate the
                    domestic plumbing needs of the facility.

          2.3.2     Sanitary drainage piping will be extended from the building
                    to an existing municipal lead.

          2.3.3     Sanitary sewer piping inside of the building shall be PVC
                    and/or cast iron.



<PAGE>


                                        4

                  2.3.4      The proposal provides a 4" sanitary entering the
                             building underground near the office toilet room
                             area. Underground sanitary capacity is available
                             for the sewer system.

     2.4  Watermain

          2.4.1     Watermain work will be completed to satisfy the domestic,
                    process, and fire protection related needs of the facility.

          2.4.2     A watermain is to be extended on site and into the building
                    from an existing municipal main.

          2.4.3     Watermain work for fire protection shall be sized in
                    accordance with flow test and design requirements by NFPA
                    and insurance regulators.

     2.5  Natural Gas

          2.5.1     Service is to be extended from an existing lead.

     2.6  Electrical/Telephone Service

          2.6.1     The incoming electrical service will be a 2000 amp 120/208
                    volt utility company pad mounted transformer, positioned
                    adjacent to the service side of the proposed facility at the
                    site indicated on the drawing.

          2.6.2     The incoming telephone service is to be (2) 4" PVC
                    underground conduit with pullstring.

          2.6.3     Building electrical service to be secondary, metered by the
                    utility company.

     2.7  Site Concrete

          2.7.1     Site concrete will consist of those items shown on the
                    drawings.

          2.7.2     Sidewalk(s) will be provided as indicated on the drawings
                    and will be 4" thick.

          2.7.3     All sidewalks abutting paving will have a 6" raised face.

          2.7.4     The concrete mix will be designed to accomplish a strength
                    of 3500 PSI at a 28 day test and will include air
                    entrainment.


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                                        5


          2.7.5     Drive approach area(s) will be completed as shown and will
                    be constructed in accordance with the requirements of the
                    governing agencies having jurisdiction.

          2.7.6     All exterior flat slabs will be steel troweled and then
                    finished with a broom finish.

     2.8  Asphalt Paving and Concrete Drives

          2.8.1     Asphalt paving for on-site traffic and parking areas will be
                    provided as shown on the drawings. (250 spaces)

          2.8.2     Car parking areas and drive will consist of 3" asphalt
                    wearing surface on an 8" thick compacted stone.

          2.8.3     Parking areas will be completed with painted striping as
                    shown on parking plan.

          2.8.4     No asphalt curbs or car bumpers are included.

     2.9  Landscaping

          2.9.1     Landscaping work is included and will be consistent with the
                    Devonshire Corporate Centre I.

3.   CONCRETE WORK

     3.1  Foundations

          3.1.1     Reinforced concrete foundation work will be completed in
                    accordance with the applicable codes and will accommodate
                    all building live and dead loads.

          3.1.2     Soil bearing pressure at 3'-6" below finish grade will be at
                    least 1800 p.s.f.

          3.1.3     Soil is to be of sufficient cohesiveness to permit soil
                    forming where appropriate.

          3.1.4     Concrete strength will be 3000 PSI per drawings at 28 days.



<PAGE>


                                        6

     3.2  Interior Flatwork

          3.2.1     Interior flatwork is included for the completion of all
                    concrete slabs on grade, supported slabs.

          3.2.2     The Office Area floor slab on grade will be 4" thick, and
                    reinforced with one (1) layer of 6 x 6 No. 10 wire mesh with
                    steel troweled finish.

          3.2.3     Concrete strength to be 3000 PSI per drawings at 28 days.

          3.2.4     Control joints will be provided as required by American
                    Concrete Institute requirements.

          3.2.5     Perimeter insulation consisting of 2" thick x 24" wide rigid
                    board insulation will be laid flat below floor slabs at all
                    exterior walls.

4.   MASONRY

     4.1  Exterior Masonry

          4.1.1     The exterior of the building will be 100% face brick, with
                    "punch" windows approximately 30' in length, separated by
                    full height brick panels approximately 10' in length, so as
                    to band the entire perimeter of the building.

5.   METALS

     5.1  Structural Steel

          5.1.1     The structural framing system will consist of suitably sized
                    beams, columns, bar joists and metal deck to accommodate the
                    loading as previously noted.

     5.2  Miscellaneous Metals

          5.2.1     Miscellaneous metal items are to be provided where necessary
                    and are to include the following: roof screens.

6.   WOOD LAMINATES

         6.1      Rough Carpentry and Wood Doors



<PAGE>


                                        7

          6.1.1     Wood nailers and pressure treated blocking materials are to
                    be installed for the membrane roof areas.

     6.2  Millwork and Laminates

          6.2.1     Cabinets shelving, millwork and laminates are to be provided
                    where shown on the drawings or finish schedule and as
                    described here. Approximately 50 lineal feet of Merrilat
                    base and upper cabinets are included (Rutland).

7.   THERMAL AND MOISTURE PROTECTION

     7.1  Roofing

          7.1.1     The roofing system will be a single-ply membrane roof
                    ballasted as installed over rigid insulation.

          7.1.2     A standard sheet membrane similar or equal to that as
                    manufactured by Goodyear or Firestone or equal - .45 mil
                    thickness.

          7.1.3     Roof insulation will be provided as required for an overall
                    R value of 20 using one layer of insulation.

          7.1.4     All required cants, saddles, flashings, copings and trims
                    will be provided.

          7.1.5     Roof area walk pads are not included.

          7.1.6     The roof system will include a manufacturer's and roofing
                    contractor's 10-year written warranty.

8.   DOORS, WINDOWS AND GLASS

     8.1  Hollow metal

          8.1.1     Hollow metal doors and frames will be provided in all
                    masonry walls.

          8.1.2     All frames will be fabricated of 16 gauge, steel welded
                    jambs and head pieces.

          8.1.3     All steel doors will be of a 3'-0" x 1 3/4" thick unless
                    noted otherwise, and are to be constructed of 18 gauge
                    steel.


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                                        8


          8.1.4     All doors are to be complete with hardware sets appropriate
                    for the use of each door as required.

          8.1.5     All exterior doors will be insulated with thresholds and
                    weatherstripping.

          8.1.6     Interior office area doors will be 3'-0" x 7'-0", 1 3/4"
                    thick, solid core, prefinish veneer doors.

          8.1.7     All wood doors are to be installed in hollow metal door
                    frames.

          8.1.8     Hardware to be 80% passage sets, and 20% locksets, lever
                    type.

     8.2  Finish Hardware

          8.2.1     Finish hardware is included for hollow metal and wood door
                    hardware sets, using aluminum color, Schlage "D" series.

     8.3  Aluminum Frames, Doors and Windows

          8.3.1     Exterior windows (banking the perimeter of the building) of
                    the Office Area will be same as Devonshire Corp. Centre I,
                    i.e., bronze tinted.

          8.3.2     Aluminum framing for window system to be a nominal 2" x 4",
                    bronze anodized finish with thermal breaks for maximum
                    energy efficiency.

          8.3.3     Glass inserts will be safety glazing where required by local
                    code.

          8.3.4     Aluminum doors and frames will utilize manufacturer's
                    standard surface mounted hardware.

     8.4  Overhead Doors

          8.4.1     One (1) 10 x 12 overhead door - manual.

9.   FINISHES

     9.1  Drywall



<PAGE>


                                        9

          9.1.1     Interior partitions of the Office Areas will be constructed
                    of ceiling height metal stud framing at 24" on center and
                    5/8" thick gypsum drywall. approximately 2400 lin. ft.

     9.2  Acoustical Ceiling

          9.2.1     Acoustical ceilings to be 2'x4' suspended system (second
                    Look type) ceiling throughout at 10 ft +/- from finished
                    floor.

     9.3  Resilient Flooring

          9.3.1     Floor in the storage, printer/copier, mail room & breakroom
                    areas will be finished with a 1/8" thick commercial quality
                    resilient tile flooring (approximately 2400 sq. ft.).

          9.3.2     All areas which are to be finished with resilient tile will
                    be trimmed out and completed with a standard, 4" high,
                    curved or straight vinyl base.

     9.4  Carpet and floor covering

          9.4.1     Carpet I, private office, main conference room, corridor and
                    reception consisting of approximately 11,000 sq. ft. will
                    receive tufted cut pile 42 oz. carpet. Carpet will be Shaw
                    Commercial Carpets Bay Hill II 50428 direct glue with top
                    set carpet base, 4".

          9.4.2     Carpet II - small conference rooms, open office, library and
                    training will receive Graphic Loop Pile 30 oz. Shaw
                    Commercial Carpets Wild Creek 50639 direct glue with top set
                    carpet base, 4" approximately 21,500 sq. ft.

          9.4.3     Ceramic Tile - All restrooms will receive 1" x 1" unglazed
                    tile by Dal-Tile approximately 1150 sq. ft/

          9.4.4     Raised Access Flooring - Data room to receive Tate Access
                    Flooring stringer type one foot above slab with 200 lbs/psf
                    approximately 2210 sq. ft.

     9.5  Painting

          9.5.1     Interior drywall surfaces throughout area to be finished
                    with one (1) application of primer and one (1) finish coat
                    of latex paint, eggshell finish.


<PAGE>


                                       10


          9.5.2     Hollow metal doors and exposed miscellaneous steel items
                    will be finish painted with one (1) coat of semi-gloss alkyd
                    enamel paint over shop applied primer.

          9.5.3     Interior carpentry items that are not factory finished will
                    be finished with one (1) coat of stain and two (2) finish
                    applications of stain finish polyurethane.

          9.5.4     Interior surfaces of exposed structural steel (shop primed
                    grey) and metal deck (manufacturer grey).

          9.5.5     Wall covering # 1 54" wide fabric by Maharam Tek wall/4
                    approximately 4250 sq. ft.

          9.5.6     Wall covering # 2 Vinyl wallcovering 20 oz./lineal yard by
                    Genon approximately 1655 sq. ft.

          9.5.7     Wall covering #3 Wall carpet wainscoat (4' high) in print
                    room 20' by 20' Vertex 24 oz. (80 lin. ft.)

          9.5.8     All window openings shall be fitted with horizontal mini
                    blinds, to match mullion color.

10.  MISCELLANEOUS SPECIALTIES

     10.1 Toilet partitions

          10.1.1    Toilet partitions and urinal screens will be provided as
                    shown or as required by code and where applicable, will
                    conform to the State's Barrier Free Access requirements.

          10.1.2    Partitions will be floor mounted and overhead braced urinal
                    screens will be wall hung.

          10.1.3    Partition panels will be flush metal type with baked enamel
                    finish.

     10.2 Toilet Accessories

          10.2.1    36" mirrors are to be provided at each vanity.

          10.2.2    Grab bars are to be provided in each handicap accessible
                    toilet compartment.


<PAGE>


                                       11


          10.2.3    Double roll toilet paper dispensers are to be provided
                    within each toilet compartment.

11.  EQUIPMENT

     11.1 Dock Equipment

          11.1.1    Each truckwell door opening will be completed with a
                    standard dock shelter or seal, one (1) wide range.

          11.1.2    One (1) scissor lift.

12.  MECHANICAL

     12.1 Plumbing

          12.1.1    The office, break and room areas domestic plumbing system is
                    to consist of the following fixtures and accessory type
                    items per drawings:

                    Water closets

                    Wall-hung lavatories with standard faucet code approved.

                    One (1) floor level mop basin with utility type faucet

                    Stainless steel kitchen sinks for lunch room counter-top.

                    Two (2) electric water coolers

                    Two (2) seventeen (17) gallon water heaters.

                    Two (2) toilet area floor drains

                    Four (4) exterior frost free hose bibs

                    Domestic, water and sanitary piping system as specified.

                    Gas piping system as specified.

                    Minimum of 2 showers

                    One (1) dishwasher & disposal


<PAGE>


                                       12

          12.1.2    The plumbing work for the entire facility is to conform to
                    the following per drawings:

                    Plumbing fixtures to be similar or equivalent to those as
                    manufactured by Kohler, American Standard or Elger.

                    Floor drains to be similar or equivalent to those as
                    manufactured by Wade, Josam or Zurn.

                    Water heater(s) to be similar or equivalent to those as
                    manufactured by Lochinvar or A. O. Smith.

                    Water Cooler(s) to be similar or equivalent to those as
                    manufactured by Oasis, Coroley, or Halsey Taylor.

                    Gas piping is to be extended from a utility company supplied
                    meter.

                    Work is to be completed in a neat, workmanlike manner.

                    All services are to be made complete and functional with
                    final connections having been made to existing utilities.

                    Miscellaneous piping and other items of work as might be
                    required to complete the plumbing system will be provided.

                    Sanitary sewer system is to be complete with fixtures as
                    noted, underground piping and venting.

     12.2 Heating, Ventilating and Air Conditioning

          12.2.1    Design parameters for the office area heating, ventilation
                    and air conditioning (HVAC) system are as per specs:

                    Heat to 72 degree fahrenheit (F) dry bulb inside when 0
                    degree F outside.

                    Cool to 75 degree F dry bulb inside at 95 degree F.

                    All ventilation to be in accordance with ASHRAE standards.

          12.2.2    The description for the heating, ventilation and air
                    conditioning systems is as follows per specs:



<PAGE>


                                       13

                    The office area HVAC equipment will be packaged roof mounted
                    heating (gas fire electronic starters) and air conditioning
                    unit(s) which sit on pre-fabricated roof curbs. The system
                    will be complete with programmable room thermostats, and
                    economizer cycle (on units larger than five (5) ton
                    capacity). The units will supply conditioned air through
                    overhead supply ductwork which will discharge into the
                    office areas through ceiling mounted diffusers.

                    The toilet areas will be provided with an air exhaust system
                    to conform to local code requirements. Additionally,
                    conference and lunch rooms will be provided with air exhaust
                    system(s) complete with wall mounted switch(s) to facilitate
                    intermittent use.

                    Data center to have (2) 20 ton Liebert, air cooled down
                    draft units with humidification and de-humidification and
                    (1) 20 ton Liebert chilled water producing system.

     12.3 The HVAC equipment and materials will be selected from the following:

                    The packaged roof-top conditioning unit with accessories
                    shall be Trane or equal.

     12.4 FIRE PROTECTION

          12.4.1    Design parameters for the fire protection system are based
                    on the following:

                    The Office area fire protection system design is based upon
                    use of non-combustible roofing and a Light Hazard Occupancy
                    as specified.

                    There shall be sprinklers throughout the building. The
                    system for the Data Center Area shall be pre-action type.

          12.4.2    General notes for clarifying the fire protection system
                    design are as follows:

                    The municipal water supply (flow & pressure) is adequate and
                    available.

                    This proposal provides for the fire protection work as
                    outlined per specs.


<PAGE>


                                       14

                    This proposal has no provision for a ground storage tank.

                    This proposal is based on workmanship and methods which
                    conform to N.F.P.A. criteria and for system design
                    parameters as noted.

                    Sprinkler heads to be aligned within industry standards but
                    will not necessarily be centered in the ceiling tiles.

          12.4.3    The equipment and materials for the fire protection system
                    will consist of the following:

                    Provide a wet type of automatic spray sprinkler system with
                    distribution piping, sprinkler heads and automatic sprinkler
                    riser(s) as required.

                    Provide check valves, fire department connections, flow
                    switch, flow switch alarms, inspector test connectors as
                    required for a complete and operable system.

                    Computer Room to be equipped with independent pre-action
                    suppression system.

13.  ELECTRICAL

     13.1 Service and distribution

          13.1.1    The incoming secondary electrical service work will include
                    conduit, panel, switchgear, and cable work.

          13.1.2    One (1) 2000 AMP 120/208 volt, three-phase, secondary
                    service switchboard will be provided, installed and
                    energized.

          13.1.3    One (1) 1000 amp 120/208 volt panel for computer room.

          13.1.4    One (1) 200 AMP (277/480) volt, three-phase, four-wire
                    lighting panel to be provided at selected location for
                    general illumination.

     13.2 Lighting

          13.2.1    In the general office area lighting to be through the use of
                    2'-0" x 4'-0" recessed, commercial fluorescent fixtures,
                    lay-in type with paracube lens.


<PAGE>


                                       15


          13.2.2    In the private office areas lighting to be through the use
                    of 2'-0" x 4'-0", recessed, commercial fluorescent fixtures,
                    lay-in type with paracube lens.

          13.2.3    In the conference room area lighting to be through the use
                    of 2'- 0" x 4"-0", recessed commercial fluorescent fixtures,
                    lay-in type with paracube lens, to give 75 foot candles.
                    (20) recessed incandescent fixtures 75R20 Lightolier or
                    equal.

          13.2.4    Provide and install necessary emergency battery operated
                    (dual lamp) packs for lighting on night light circuits in
                    the office area as required.

          13.2.5    Provide exit lighting as required by code.

     13.3 Convenience Outlets

          13.3.1    Each private office shall have two (2) quadraplex outlets.

          13.3.2    System furniture will have one junction box per four (4)
                    cubicles with the following circuit configuration:

                    One 20-amp dedicated circuit per junction box.

                    Three 20-amp circuits per (2) junction boxes.

     13.4 Miscellaneous Electrical

          13.4.1    Provide power wiring for HVAC equipment as outlined under
                    mechanical trades per drawings.

          13.4.2    Provide telephone data outlets and conduit stubs into
                    ceiling area.

     13.5 Site and Exterior Electrical

          13.5.1    Provide 2.5 lumens for the parking lot.

     13.6 General Notes

          13.6.1    The electrical work as described is further clarified
                    through the following notes:



<PAGE>


                                       16

                    All the above provisions include labor and material for a
                    complete electrical installation, done in a neat workmanlike
                    manner.

                    All electrical work shall conform to the current edition of
                    the National Electrical Code and Local Code where
                    applicable.

                    Footcandle figures given are intended to represent
                    approximate average intensities based on the lumen or zonal
                    cavity method of calculation and are based on an open area
                    with no obstructions (machines, equipment, racks, bins,
                    etc.)

                    Each private office, systems cubicle and all other rooms
                    shall have (1) telephone and data outlet per space. All
                    systems furniture will be floor fed through conduits where
                    they are not adjacent to convenient walls or columns.

                    Junction boxes and conduit stubs into ceiling areas are to
                    be provided as previously noted for telephone communication
                    data. Telephone incoming cabling, individual telephone sets
                    or wiring telephone communications system is to be provided
                    by the Client.

                    This proposal includes underground conduit from transformer
                    to building. Secondary conduit furnished and installed by
                    utility.

                    This proposal includes provisions for a security system,
                    with 4 card reader access pads at entrances and 250 card
                    keys.

     13.7 Equipment and Materials

          13.7.1    The incoming service equipment will be selected from the
                    following:

                    All materials and installation methods to conform to local
                    utility company standards.

                    The electrical switchgear and panels will be similar or
                    equivalent to those as manufactured by Square "D".

          13.7.2    One (1) Microwave 
                    One (1) Oven 
                    One (1) Refrigerator


<PAGE>


                                       17

                    One (1) Dishwasher
                    One (1) Garbage Disposal

14.  CLARIFICATIONS, QUALIFICATIONS AND EXCLUSIONS

     14.1 Clarifications

          14.1.1    The amount to be paid for permits, review fees, inspection
                    fees, tap fees, assessments or other municipal fees is
                    included.

          14.1.2    Quality control and testing fees are included in the base
                    proposal.

     14.2 Qualifications

          14.2.1    Materials will be new unless noted otherwise.

          14.2.2    Items and work indicated as being furnished or performed by
                    the Client are not included in the Cost of the Work.

          14.2.3    The Contractor will obtain the building permit. The amounts
                    to be paid for permits, inspection fees, assessments, tap-in
                    charges or other municipal fees are included in the Cost of
                    the Work.

          14.2.4    The facility will be delivered in a broom-clean condition
                    and all glass will be cleaned.

          14.2.5    Client will be assisted by the Contractor in obtaining the
                    Certificate of Occupancy from the municipality.

          14.2.6    Should conditions be encountered that differ from the basis
                    of preliminary design and result in a change to the Scope of
                    Work, the Client will be responsible for any subsequent
                    changes as might be necessary to be made to the Cost of
                    Work.

          14.2.7    Should a governing body require that changes be made to any
                    phase of the working drawings or specifications as they were
                    prepared from preliminary documents, any additional cost for
                    these changes will be paid for by the Client.

          14.2.8    Building Code conformance for the Scope of Work is
                    anticipated to be governed by Building Officials and Code
                    Administration (BOCA) 1990, the National Electric Code (NEC)
                    and the National Fire Protection Association (NFPA).


<PAGE>


                                       18


          14.2.9    The Contractor is to assume responsibility for zoning and
                    regulations governing use of the site and building.

          14.2.10   Sprinkler for computer room is wet.

          14.2.11   Power and electrical requirements for Furniture, Fixtures
                    and Equipment as provided by CSC is $6,800.00.

          14.2.12   Client to provide and install the systems furniture and its
                    installation (with the exception of 17.3.1) is excluded.

          14.2.13   


<PAGE>


                                       19

                                                                     Exhibit A-3








[Diagram]






<PAGE>


                                       20

                                                                       Exhibit B









[Diagram]






<PAGE>


                                       21

                                    EXHIBIT C

                                   (Optional)

                              Change Order No._____

--------------------------------------------------------------------------------


This Change Order is made this ___ day of ________________, 19__, by and between
PAR 3 DEVELOPMENT, L.L.C., an Illinois limited liability company, and CSC
INTELICOM, INC., a Delaware corporation. The parties agree that the following
(change, addition, deletion) shall be made to the tenant improvements located in
Suite _____ in the building at ____________________, Champaign, Illinois 61820,















and that the same shall be done for the sum of ________________
($_______________), to be (added to, deleted from) the original contract price
of _____________________, ($___________________).


--------------------------------------------------------------------------------
LESSOR:                                               LESSEE:
PAR 3 DEVELOPMENT, L.L.C.,                            CSC INTELICOM, INC.,
an Illinois limited liability company                 a Delaware corporation

BY:      FOX DEVELOPMENT CORPORATION, an
         Illinois corporation, its managing member

BY:      _______________________________              BY: _____________________
         MELINDA J. PARKER,                               KEVIN P. HAGGERTY,
         Its President                                    Its Vice President
--------------------------------------------------------------------------------


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                                       22