ACI BUILDING LEASE

   THIS LEASE, made this 28 day of December,  1992, by and between Nooney Realty
Trust, Inc., a Missouri corporation, through its Agent, Nooney Krombach Company,
a Missouri  corporation  (hereinafter  referred  to as  "Landlord")  and Applied
Communication,   Inc.,  a  Nebraska  corporation  (hereinafter  referred  to  as
"Tenant");

   WITNESSETH:

   1. LEASED  PREMISES.  Landlord hereby demises and leases to Tenant the entire
building  known as the ACI  Building,  located  at 330 S. 108th  Avenue,  Omaha,
Nebraska   68154,   containing   approximately   70,000  square  feet  of  space
(hereinafter  referred to as the  "Premises").  Tenant  shall use and occupy the
Premises for general office  purposes,  demonstrations,  education and any other
use  applicable  to  Tenant's  business,  and for no other use.  See  Additional
Provisions, Section 28.

   Tenant has inspected the Premises and accepts the same in its present "AS IS"
condition,  acknowledging  that the Premises are in good order and  satisfactory
condition  and  suitable  for the  purposes  for which they are  leased.  Tenant
further  acknowledges that Landlord has made no  representations  to Tenant with
respect to any alterations, repairs or improvements to be constructed within the
Premises. See Additional Provisions, Section 29.

   2. TERM.  The term of this Lease shall be six (6) years and eight (8) months,
commencing  on the 1st day of  January,  1993,  and  expiring on the 31st day of
August, 1999, both inclusive.

   3.  RENT.  Tenant  shall  pay the  following  Base Rent and  Additional  Rent
(hereinafter  collectively referred to as "Rent") during the term of this Lease,
in advance,  on the first day of each calendar  month, or as otherwise set forth
in this Lease,  without setoff or deduction,  at the office of Landlord.  In the
event any Rent is payable for a partial  calendar month or year, such Rent shall
be prorated to reflect  only that portion of the lease term within such month or
year. All accrued unpaid Rent shall survive the lease term.

   (a) Base. See Additional Provisions, Section 30.

   (b) Additional  Rent.  Tenant shall pay to Landlord,  as Additional  Rent, an
amount  equal to  Tenant's  proportionate  share of any  increase  in Taxes  and
Operating  Expenses over the Taxes and Operating  Expenses for the1993  calendar
year.  Tenant's  proportionate  share shall be payable to Landlord  monthly,  in
advance,  without interest accruing thereon, in an amount estimated from time to
time by Landlord.  After each calendar year,  Landlord shall deliver a statement
to Tenant  setting  forth  Tenant's  actual  obligation  for Taxes and Operating
Expenses,  and the total amount of monthly  payments paid by Tenant to Landlord.
In the event Tenant's actual obligation exceeds Tenant's payments,  Tenant shall
pay the  difference  to  Landlord  within  thirty  (30) days  after  receipt  of
Landlord's  statement.  Conversely,  in the event Tenant's total payments exceed
Tenant's  actual  obligation,  Landlord  shall either refund the  overpayment to
Tenant or credit said overpayment  against  Tenant's  monthly  obligation in the
forthcoming year. Tenant's proportionate share is 100% of the Premises.

   Taxes (as such term is used herein) shall include,  without  limitation,  any
tax, assessment or similar governmental charge imposed against the Premises,  or
against  any of  Landlord's  personal  property  used  in the  operation  and/or
maintenance of the Premises.  Taxes, as herein  contemplated,  are predicated on
the present system of taxation in the state of Nebraska.  Therefore, if due to a
future  change in the method of taxation  any rent,  franchise,  use,  profit or
other tax shall be levied  against  Landlord  in lieu of any charge  which would
otherwise constitute a Tax, such rent, franchise, use, profit or other tax shall
be deemed to be a Tax for the purposes herein. In the event Landlord is assessed
with a Tax which Landlord, in its sole discretion, deems excessive, Landlord may
challenge  said Tax or may defer  compliance  therewith  to the  extent  legally
permitted;  and,  in the event  thereof,  Tenant  shall be liable  for  Tenant's
proportionate  share  of all  costs  in  connection  with  such  challenge.  See
Additional Provisions, Section 31.




<PAGE>

   Operating  Expenses (as such term is used herein) shall include all costs and
expenses  incurred  by  Landlord  in  operating  and  maintaining  the  Premises
including,  without  limitation:  maintaining and repairing all systems therein,
the cost for all service  agreements  and  subcontractor  charges;  landscaping;
janitorial services; wages/salaries and benefits of all employees engaged in the
operation and management of the Premises,  together with any  applicable  social
security   taxes,   employment   taxes  or  other  taxes  levied   against  such
wages/salaries;   premiums  for  liability,   property  damage,  fire,  worker's
compensation and any and all other insurance for the Premises;  management fees;
capital  improvements  which are required by any governmental  authority to keep
the Premises in compliance with all applicable statutes,  codes and regulations;
any  applicable  indenture  or trustee's  fees;  and the  amortized  cost of any
capital improvement which reduces other Operating Expenses, but in an amount not
to exceed the reduction of Operating  Expenses for the relevant year.  Operating
Expenses shall not include capital  improvements (other than aforesaid),  ground
leases , principal or interest  payments on any mortgage or deed of trust on the
Premises, or brokers' commissions. See Additional Provisions, Section 32.

   Within  one  hundred  eighty  (180)  days  after  receipt  of  each  year-end
statement, Tenant or its authorized agent shall have the right, at Tenant's sole
cost and  expense,  to inspect  and audit  Landlord's  records  with  respect to
Tenant's proportionate share of Operating Expenses,  which audit shall be at the
office of Landlord's  managing  agent,  upon five (5) days prior written notice,
during said agent's normal business hours.  Except as aforesaid,  Landlord shall
not be obligated to provide  Tenant with detailed  summaries or receipts for any
Operating  Expenses incurred by the Premises;  but Landlord shall provide Tenant
with a statement  setting forth such expenses,  categorized by class and amount.
Unless Tenant asserts specific errors within one hundred eighty (180) days after
receipt  of each  year-end  statement,  said  statement  shall be  deemed  to be
correct. See Additional Provisions, Section 33.

   (c) Late Fee. In the event Tenant  should fail to pay to Landlord any rent or
other  charge  within  ten  (10)  days  after  receipt  of  written   notice  of
delinquency,  Tenant  shall  be  assessed  a late fee for  Landlord's  increased
administrative  expenses, in an amount equal to five (5%) percent, per month, of
the amount owed Landlord.

   4.  SERVICES.  (a) Landlord  shall provide  electricity,  gas sewer and water
(hereinafter  referred to as the  "utilities")  to the Premises  throughout  the
lease term.  Tenant shall pay to Landlord,  as Additional Rent, the actual costs
of Tenant's utility charges which are in excess of Three Thousand,  Five Hundred
and 00/100 ($3,500.00) Dollars, per calendar month. Payment shall be made within
thirty (30) days after receipt of Landlord's statement. In the event any utility
charge is payable for a partial  calendar  month or year,  such charge  shall be
prorated  to reflect  only that  portion of the lease term  within such month or
year.

   (b) Landlord shall provide heat and air conditioning to the Premises; however
the  obligation  with respect to the utility  costs to operate such heat and air
conditioning systems shall be subject to the provisions of Section 4(a), above.

   (c) Landlord  shall  provide  drinking  water,  restroom  supplies and window
washing to the Premises.

   (d)  Landlord  shall  provide  janitorial  services to the  Premises,  Monday
through  Friday,  in a manner  customarily  furnished to comparable  first class
office buildings in the area.

   (e) Parking shall be provided on the parking lots adjacent to the Premises on
an unallocated basis. See Additional Provisions, Section 34.

   (f)  Landlord  shall  maintain  and repair the Premises in a good and orderly
condition including,  without limitation, lawn and shrub care, snow removal, and
maintenance of all structural,  roof, mechanical and electrical  equipment,  but
excluding  those  items  under  Tenant's   exclusive  control  and  those  items
specifically excepted elsewhere in this Lease.

   Landlord shall make reasonable efforts to provide the foregoing services, but
in no event shall  Landlord be liable for damages,  nor shall the Rent be abated
due to any failure to furnish, or any delay in furnishing,  any of the foregoing
services which are caused by Landlord's  inability to secure electricity,  fuel,
supplies,  machinery,  equipment  or  labor,  or which are  caused by  necessary
repairs or  improvements;  nor shall the  temporary  failure to furnish any such
services be construed  as a  constructive  eviction of Tenant or relieve  Tenant
from the duty of observing and  performing  any of the provisions of this Lease.
See Additional Provisions, Section 35.

   5. DESTRUCTION. If a substantial portion of the Premises are damaged in whole
or in part by  casualty,  and the  Premises  are made  untenantable  as a result
thereof,  and  if in  Landlord's  reasonable  opinion  such  damages  cannot  be
substantially  repaired  within one hundred  eighty  (180) days from the date of
said casualty,  this Lease may be terminated by either party. If the damages can
be repaired  within one hundred eighty (180) days, but Landlord fails within the
first  sixty (60) days  after  such  casualty  to either  commence  to make such
repairs or notify Tenant of Landlord's intent to make such repairs, Tenant shall


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<PAGE>

have the right to  terminate  this  Lease.  Should  Landlord  elect to make such
repairs,  this Lease shall remain in full force and effect,  and Landlord  shall
proceed with all due diligence to repair and restore the Premises to a condition
substantially similar to that condition which existed prior to such casualty. In
the event the repair and restoration of the Premises  extends beyond one hundred
eighty  (180)  days  after the date of such  casualty  due to causes  beyond the
control of  Landlord,  this Lease  shall  remain in full force and  effect,  and
Landlord shall not be liable  therefor;  but Landlord shall continue to complete
such repairs and restoration with all due diligence.

   In the event either party should elect to terminate this Lease,  the party so
electing  shall notify the other party in writing.  The  effective  date of such
termination  shall be the date of said  casualty.  In the  event  this  Lease is
terminated,  the parties shall have no further  obligations to the other, except
for those  obligations  accrued through the effective date of such  termination;
and, upon such termination, Tenant shall immediately surrender possession of the
Premises  to  Landlord.  Tenant  shall not be  required  to pay any Rent for any
period in which the  Premises are  untenantable.  In the event only a portion of
the  Premises  are  untenantable,  Tenant's  Rent shall be  equitably  abated in
proportion to that portion of the Premises  which are so unfit.  However,  there
shall be no Rent  abatement if the damages are due to the fault or negligence of
Tenant or Tenant's agents, employees or invitees.

   6.  LANDLORD'S  RIGHTS.  (a)  Landlord  may close the  Premises,  or portions
thereof, in emergency situations  determined by Landlord,  and during periods of
general  construction,  upon reasonable verbal notice, except in the event of an
emergency,  during  which  times  admittance  may  be  gained  only  under  such
regulations as may be prescribed by Landlord.

   (b) Landlord may  designate  all sources of all services  used by Landlord in
the  operation,  maintenance  and  repair  of the  Premises;  and  Landlord  may
designate  the  source  and grade of all  materials  and all  personnel  for all
construction,  repairs and  maintenance  which  Landlord is obligated to perform
under this Lease.

   (c)  Landlord  may enter the  Premises  at any time  upon  reasonable  verbal
notice,  except in the event of an  emergency,  to  examine  or show the same to
existing or  prospective  fee owners or third  party  tenants,  ground  lessors,
mortgagees,  Landlord's  insurance  carriers and by request of any  governmental
agency.  Additionally,  Landlord may decorate,  repair or otherwise  prepare the
Premises for re-occupancy  (without affecting  Tenant's  obligation to pay Rent)
during the last ninety (90) days of the lease term, if prior to that time Tenant
has vacated the Premises.

   (d) Landlord may have pass keys to the Premises and all portions thereof.

   (e) Landlord may change the name or street  address of the Premises;  and may
install,  affix and  maintain  one or more signs  within or about the  Premises.
However,  in the event  thereof  Landlord  shall  reimburse  Tenant for Tenant's
reasonable costs as a result of such change.

   (f) Landlord may enter the Premises upon reasonable verbal notice,  except in
the event of an emergency,  for inspection purposes, or perform any maintenance,
repairs or alterations for the benefit of the Premises.

   (g) Landlord may temporarily close portions of the Premises, the parking lot,
or may temporarily  suspend certain  building  services to facilitate the proper
maintenance and repair of the Premises, upon reasonable verbal notice, except in
the event of an emergency.

   (h) Landlord has established  certain Rules and  Regulations  with respect to
the Premises, as more fully set forth on Exhibit "A", attached hereto and made a
part  hereof.  Landlord  reserves the right to  establish  additional  Rules and
Regulations,  or make  amendments  thereto,  from time to time if, in Landlord's
reasonable opinion, Landlord determines the same to be necessary for the orderly
operation  of  the  Premises.  The  non-compliance  of  any of  such  Rules  and
Regulations  by  Tenant  shall  constitute  a  Default  under  this  Lease.  See
Additional Provisions, Section 36.

   7.  ALTERATIONS  AND REPAIRS.  Landlord does not warrant either  expressly or
impliedly the  condition or fitness of the Premises  except as herein set forth.
Tenant shall keep those areas of the Premises which are under Tenant's exclusive
control in good repair,  without expense to Landlord;  and, upon the termination
of this Lease, Tenant shall return such areas to Landlord,  together with all of
Tenant's keys, in the same condition as when received,  reasonable wear and tear
excepted. Tenant shall make all repairs to those areas of the Premises which are
under Tenant's exclusive control, including the replacement of any broken glass,
unless such repairs shall be caused by the negligence of Landlord.  In the event
Tenant should fail to make such repairs promptly and adequately after Landlord's
written  demand,  Landlord  may  make  such  repairs,   whereupon  Tenant  shall
immediately reimburse to Landlord, as Additional Rent, the cost of such repairs.
Tenant shall not allow any waste or misuse of the  utilities;  and, in the event
thereof,  Tenant  shall pay for all damages to the  Premises  caused by any such
waste, misuse or negligence by Tenant.

   Tenant shall not make any structural  alterations,  improvements or additions
to the Premises without the prior written consent of Landlord. Landlord reserves
the right but not the  obligation to perform all  alterations,  improvements  or
additions  required by Tenant;  and, in the event Landlord exercises such right,
Tenant shall reimburse  Landlord for all of Landlord's  costs within thirty (30)
days after receipt of Landlord's  invoice.  In the event Tenant  undertakes  any
alterations,  improvements or additions within the Premises,



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<PAGE>

all  construction  in  connection  therewith  shall be performed by  contractors
pre-approved by Landlord.  All improvements made to the Premises by or on behalf
of Tenant  shall,  at the election of Landlord,  become the property of Landlord
and shall be surrendered  with the Premises upon the  termination of this Lease.
However, unless Landlord specifically requests in writing that such improvements
remain within the Premises,  Tenant shall remove all such  improvements upon the
expiration or earlier  termination of this Lease,  and restore the Premises to a
condition  substantially similar to that condition when delivered to Tenant. See
Additional Provisions, Section 37.

   8. SUBLETTING AND ASSIGNING.  Tenant shall not assign or sublet the Premises,
or any portion  thereof,  nor allow the same to be used or occupied by any other
person, without the prior written consent of Landlord which consent shall not be
unreasonably  withheld or delayed. For purposes of this Section, the transfer of
any majority interest in any corporation or partnership shall be deemed to be an
assignment  of this Lease.  In no event shall any  subtenant,  assignee or other
occupant use the Premises for any purpose other than that specifically set forth
in Section 1 of this Lease. Further, in no event shall Landlord's consent to any
sublease or assignment  constitute a release of Tenant from the full performance
of Tenant's  obligations under this Lease.  Tenant shall reimburse  Landlord for
Landlord's  reasonable  attorney's  fees to review  and/or  draft all  documents
Landlord deems necessary in connection with the transfer of Tenant's  interests.
See Additional Provisions, Section 38.

   9. DEFAULT.  If Tenant shall default in the payment of any Rent or breach any
covenant or  agreement of this Lease  (hereinafter  singularly  or  collectively
referred to as "Default"),  and if such Default shall continue for five (5) days
after receipt of written notice from Landlord,  or if Tenant makes an assignment
for the benefit of  creditors,  abandons  the Premises for more than thirty (30)
days, files or has filed against it a petition in bankruptcy,  or is adjudicated
insolvent,  Landlord  may  either  (a)  terminate  this  Lease or (b)  terminate
Tenant's right of possession to the Premises without  terminating this Lease. In
either event,  Landlord shall have the right to expel and remove Tenant,  or any
other person in  occupancy,  together  with their  property,  and  repossess the
Premises; and, upon Landlord taking possession of the Premises,  Tenant shall be
liable  for all  expenses  incurred  by  Landlord  in  recovering  the  Premises
including,  without limitation,  clean-up costs, legal fees, removal and storage
of Tenant's property, and restoration costs.

   In the event  Landlord  elects to terminate  this Lease,  Landlord shall send
written notice to Tenant of such forfeiture,  and all Rent through the effective
date of termination  shall  immediately  become due, together with the aforesaid
expenses  incurred by Landlord.  In the event  Landlord  elects not to terminate
this Lease,  but only to terminate  Tenant's right of  possession,  Landlord may
dispossess Tenant; and, upon Landlord recovering possession,  Landlord shall use
reasonable  efforts to relet the Premiss upon terms and conditions  satisfactory
to Landlord.  Landlord  shall have no duty to  prioritize  the  reletting of the
Premises over the leasing of other  property  owned by Landlord;  and, until the
Premises are relet,  Tenant shall remain  liable for all Rent payable under this
Lease.  In the event the  Premises  are  relet,  Tenant  shall be liable for the
aforesaid  costs incurred by Landlord in recovering  possession of the Premises,
along with all costs of reletting  including,  without limitation,  any broker's
fees,  legal fees,  and/or tenant finish  required to be paid in connection with
any  reletting;  and, in the event the rent payable  under any reletting is less
than  the Rent  payable  under  this  Lease,  Tenant  shall  be  liable  for the
difference thereof. See Additional Provisions, Section 39.

   No action by Tenant after final judgment for possession of the Premises shall
reinstate this Lease,  and Tenant waives any and all rights of redemption in the
event Tenant is judicially  dispossessed.  Should Landlord elect not to exercise
any of its rights in the event of a Default,  it shall not be deemed a waiver of
such rights as to subsequent  Defaults.  All of the aforesaid rights of Landlord
shall  be in  addition  to any  remedies  which  Landlord  may have at law or in
equity.  Tenant shall pay all costs and reasonable  attorney's  fees incurred by
Landlord from enforcing the covenants of this Lease.

   10.  HOLDOVER.  Upon the  expiration  or earlier  termination  of this Lease,
Tenant shall  surrender  the Premises to Landlord,  without  demand,  in as good
condition as when delivered to Tenant,  reasonable  wear and tear  excepted.  If
Tenant shall remain in possession of the Premises after the  termination of this
Lease,  and hold over for any reason,  Tenant shall be deemed guilty of unlawful
detainer;  or, at Landlord's election,  Tenant shall be deemed a holdover tenant
and shall pay to Landlord monthly Rent equal to one hundred  twenty-five  (125%)
percent  (for the first three (3) months of any such  holdover)  and one hundred
fifty (150%) percent (after the third holdover  month) of the total Rent payable
hereunder during the last month prior to any such holdover, as well as any other
damages  incurred  by  Landlord  as a result  of such  holdover.  Should  any of
Tenant's  property  remain  within the Premises  after the  termination  of this
Lease, it shall be deemed abandoned,  and Landlord shall have the right to store
or dispose of it at Tenant's cost and expense.

   11.  RIGHT TO CURE  TENANT'S  DEFAULT.  If  Tenant  is in  Default  under any
provision of this Lease,  other than for the payment of Rent, and Tenant has not
cured such  Default  within five (5) days after  receipt of  Landlord's  written
notice, Landlord may cure such Default on behalf of Tenant, at Tenant's expense.
Landlord may also perform any  obligation of Tenant,  without  notice to Tenant,
should Landlord deem such performance to be an emergency. If Landlord incurs any
expense,  including  reasonable  attorney's  fees, in  instituting,  prosecuting
and/or defending any action or proceeding by reason



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of any  emergency or Default,  Tenant  shall  reimburse  Landlord  for same,  as
Additional  Rent,  with  interest  calculated  thereon at the rate of three (3%)
percent  over the prime  rate  charged by City Bank from time to time (but in no
event greater than thirteen  (13%) percent per annum) from the date such payment
is due Landlord.

   12. HOLD HARMLESS.  Landlord shall not be liable to Tenant for any damages to
the Premises,  nor for any damages to Tenant on or about the  Premises,  nor for
any other damages arising from the action or negligence of Landlord,  Tenant, or
third persons; and Tenant hereby releases,  discharges and shall indemnify, hold
harmless  and defend  Landlord,  at  Tenant's  sole cost and  expense,  from all
losses,  claims,  liabilities,   damages,  and  expenses  (including  reasonable
attorney's  fees) due to any  damage or injury to  persons  or  property  of the
parties hereto or of third  persons,  caused by Tenant's use or occupancy of the
Premises,  Tenant's  breach of any covenant under this Lease, or Tenant's use of
any  equipment,  facilities  or property in, on, or about the  Premises.  In the
event any suit shall be  instituted  against  Landlord  by any third  person for
which Tenant is hereby indemnifying  Landlord,  Tenant shall defend such suit at
Tenant's sole cost and expense with counsel reasonably satisfactory to Landlord;
or, at Landlord's election, Landlord may defend such suit, in which event Tenant
shall pay  Landlord,  as  Additional  Rent,  Landlord's  costs of such  defense.
Notwithstanding  the  aforesaid,  Landlord  shall  remain  liable  for  its  own
negligence,  except with respect to  liability  for damages to real and personal
property for which the parties  have waived their right of recovery  pursuant to
Section 14.

   13.  CONDEMNATION.  If a  substantial  portion of the  Premises  are taken in
condemnation, or transferred by agreement in lieu of condemnation, either Tenant
or Landlord  may  terminate  this Lease by serving the other party with  written
notice,  effective as of the taking date; provided in the case of termination by
Tenant that the Premises  (or the  remaining  portion  thereof) may no longer be
adequately  used for the  purpose  set forth in  Section  1, of this  Lease.  If
neither Tenant nor Landlord elect to terminate this Lease, then this Lease shall
terminate  on the taking date only as to that  portion of the Premises so taken,
and  the  Rent  and  other   charges   payable   by  Tenant   shall  be  reduced
proportionally.  Landlord shall be entitled to the entire condemnation award for
all realty and  improvements.  Tenant  shall  only be  entitled  to an award for
Tenant's personal property and fixtures, provided Tenant independently petitions
the  condemning  authority  for  same.  Notwithstanding  the  aforesaid,  if any
condemnation  takes a portion of the Premises which does not  materially  affect
Tenant's use thereof, or if any condemnation takes a portion of the parking area
the result of which does not reduce the  minimum  required  parking  ratio below
that  established by local code or ordinance.  this Lease shall continue in full
force and effect without modification.

   14. INSURANCE.  Tenant shall maintain in full force and effect throughout the
term of this Lease policies providing "all risk" insurance  coverage  protecting
against  physical  damage  (including,  but not  limited  to,  fire,  lightning,
vandalism,  sprinkler  leakage,  water  damage,  collapse,  and  other  extended
coverage  perils)  to the  extent of 100% of the  replacement  cost of  Tenant's
property and  improvements,  as well as broad form  comprehensive  or commercial
general liability insurance, in an occurrence form, insuring Landlord and Tenant
jointly  against any liability  (including  bodily injury,  property  damage and
contractual liability) arising out of Tenant's use or occupancy of the Premises,
with a  combined  single  limit of not less  than  $1,000,000,  or for a greater
amount as may be  reasonably  required by Landlord  from time to time.  All such
policies shall be of a form and content  satisfactory to Landlord;  and Landlord
shall be named as an additional insured on all such policies. All policies shall
be with companies licensed to do business in the State of Nebraska, and rated A+
:XV in the most current issue of Best's Key Rating  Guide.  Tenant shall furnish
Landlord  with  certificates  of all  policies  at least ten (10) days  prior to
occupancy;  and, further,  such policies shall provide that not less than thirty
(30) days  written  notice be given to  Landlord  before any such  policies  are
cancelled or substantially changed to reduce the insurance provided thereby. All
such  policies  shall be primary and  non-contributing  with or in excess of any
insurance  carried by Landlord.  Tenant shall not do any act which may make void
or voidable any insurance on the Premises; and, in the event Tenant's use of the
Premises shall result in an increase in Landlord's  insurance  premiums,  Tenant
shall pay to Landlord upon demands,  as Additional Rent, an amount equal to such
increase in insurance. See Additional Provisions, Section 40.

   Notwithstanding  anything  to the  contrary in this  Lease,  it is  expressly
agreed that the parties shall each bear the risk of their own property; and each
party  hereby  waives  any and all right of  recovery  against  the other  party
directly,  by way of subrogation  or otherwise,  due to the negligence of either
party,  their  agents or  employees,  for any real or personal  property  damage
occurring to the Premises,  or to any personal property located therein (whether
or not the parties carry, or are required to carry, insurance for the same). The
parties  shall  each  have  the  affirmative  duty to  inform  their  respective
insurance  carriers  of  this  Section  and the  mutual  waiver  of  subrogation
contained herein.

   15. MORTGAGES. This Lease is subject and subordinated to any mortgages, deeds
of trust or underlying  leases,  as well as to any  extensions or  modifications
thereof (hereinafter collectively referred to as "Mortgages"),  now of record or
hereafter  placed of  record.  In the event  Landlord  exercises  its  option to
further subordinate this Lease, Tenant shall at the option of the holder of said
Mortgage attorn to said holder. Any subordination  shall be self-executing,  but
Tenant shall at the written request of Landlord, execute such further assurances
as Landlord deems desirable to confirm such  subordination.  In the event Tenant
should fail or refuse to execute any  instrument  required  under this  Section,
within fifteen (15) days after Landlord's  request,  Landlord shall be granted a
limited power of attorney to execute such  instrument in the name of Tenant.  In
the event any existing or future  lender,  holding a mortgage,  deed of trust or




                                       5
<PAGE>
other  commercial  paper,  requires a modification  of this Lease which does not
increase  Tenant's Rent hereunder,  or does not materially change any obligation
or right of Tenant hereunder,  Tenant agrees to execute appropriate  instruments
to reflect such modification, upon request by Landlord.

   16.  LIENS.  Tenant shall not  mortgage or otherwise  encumber or allow to be
encumbered its interest  herein without  obtaining the prior written  consent of
Landlord.   Should  Tenant  cause  any  mortgage,   lien  or  other  encumbrance
(hereinafter  singularly or  collectively  referred to as  "Encumbrance")  to be
filed,  against the  Premises,  Tenant shall dismiss or bond against same within
fifteen  (15) days  after the filing  thereof.  If Tenant  fails to remove  said
Encumbrance  within said  fifteen  (15) days,  Landlord  shall have the absolute
right to remove  said  Encumbrance  by  whatever  measures  Landlord  shall deem
convenient including, without limitation,  payment of such Encumbrance, in which
event Tenant shall reimburse Landlord, as Additional Rent, all costs expended by
Landlord, including reasonable attorneys fees, in removing said Encumbrance. All
of the aforesaid  rights of Landlord  shall be in addition to any remedies which
either Landlord or Tenant may have available to them at law or in equity.

   17.  GOVERNMENT  REGULATIONS.  In  addition,  Tenant  shall  comply  with any
reasonable requirements of Landlord's insurance carrier with respect to Tenant's
use of the Premises. The judgment of any court, or an admission of Tenant in any
action or proceeding at law,  whether  Landlord is a party thereto or not, shall
be  conclusive  of the fact as  between  Landlord  and  Tenant.  See  Additional
Provisions, Section 41.

   18.  NOTICES.  All Rents  which are  required  to be paid by Tenant  shall be
delivered to Landlord by the United States mail, postage prepaid,  at Landlord's
address set forth below.  All notices  which are required to be given  hereunder
shall be in writing,  and  delivered by United  States  registered  or certified
mail, return receipt requested, postage prepaid, addressed to the parties hereto
at their respective addresses below:

LANDLORD:                              TENANT:

Nooney Krombach Company                Applied Communications, Inc.
7701 Forsyth Boulevard                 330 South 108th Avenue
Clayton, MO 63105-1877                 Omaha, NE 68154

   Either party may designate a different  address by giving notice to the other
party, at such party's last known address.

   19.  OWNERSHIP.  Notwithstanding  anything to the contrary in this Lease, the
term "Landlord",  as used herein,  shall be defined as the current owners of the
Premises.  In the event the Premises are  transferred,  the party conveying same
shall be released from all liability with respect to any obligations  thereafter
occurring or covenants thereafter to be performed by the Landlord or its agents.
It is expressly  understood and agreed that none of Landlord's  covenants  under
this Lease are personal in nature,  and that Tenant agrees to look solely to the
Premises for recovery of any damages for the breach or non-performance of any of
the obligations of Landlord hereunder. See Additional Provisions, Section 40.

   21. ESTOPPEL CERTIFICATES.  Within thirty (30) days after Landlord's request,
Tenant  shall  execute and return to Landlord or its  designee a statement  in a
form reasonably requested by Landlord certifying,  to the extent true, that this
Lease is unmodified  and in full force and effect,  that Tenant has no defenses,
offsets or  counterclaims  against its obligations to pay any Rent or to perform
any other  covenants  under this  Lease,  that there are no uncured  Defaults of
Landlord or Tenant, the dates to which

                                       6
<PAGE>

the Rent and other charges have been paid, and any other information  reasonably
requested by Landlord. In the event Tenant fails to return such statement within
said thirty (30) days, setting forth the above or, alternatively,  setting forth
any lease  modifications,  defenses and/or uncured Defaults,  Tenant shall be in
Default hereunder or, at Landlord's election, it shall be deemed that Landlord's
statement is correct with respect to the information therein contained. Any such
statement  delivered  pursuant  to  this  Section  may  be  relied  upon  by any
prospective purchaser, mortgagee, or assignee of any mortgagee of the Premises.

   23.  BROKERAGE.  The parties  warrant  that they have dealt with no broker or
other person  claiming a commission in connection  with this  transaction  other
than Nooney Krombach Company; and each party shall hold the other party harmless
for any breach of such warranty.  Landlord  shall be liable for any  commissions
payable to the aforesaid brokers.

   24.  SEVERABILITY.  In the event any  provision  of this Lease is found to be
invalid or  unenforceable,  the same shall not affect or impair the  validity or
enforceability of any other provision.

   25.  PERSONAL  PROPERTY  TAXES.  Tenant shall  timely pay all taxes  assessed
against Tenant's personal property and those  improvements to the Premises which
are in excess of Landlord's standard installations. In the event any of Tenant's
personal  property or  improvements  are assessed with the property of Landlord,
Tenant  shall pay to Landlord an amount  equal to Tenant's  share of such taxes,
within ten (10) days after receipt of Landlord's statement.

   26.  CONFIDENTIALITY.  The parties  acknowledge that the terms and conditions
set forth in this Lease are  confidential in nature,  and that the  negotiations
preceding the drafting of this  instrument  are private as between  Landlord and
Tenant.  Therefore,  neither  party or its agents  (including  their  respective
brokers and  attorneys)  shall  disclose any of the terms or  conditions  herein
contained to any person other than authorized agents.

   27.  MISCELLANEOUS.  (a) All of the  covenants of Tenant  hereunder  shall be
deemed and construed to be "conditions"  as well as "covenants",  as though both
words were used in each separate instance within this Lease.

   (b) This Lease  shall not be recorded  by Tenant  without  the prior  written
consent of Landlord.

   (c) The  Section  headings  appearing  in this Lease are  inserted  only as a
matter of convenience, and in no way define or limit the scope of any Section.

   (d) Except with respect to Tenant's  obligation  for the payment of Rent,  in
the  event any  obligation  to be  performed  by  either  Landlord  or Tenant is
prevented  or delayed due to labor  disputes,  acts of God,  inability to obtain
materials,  government  restrictions,  casualty,  or  other  causes  beyond  the
parties'  control,  the responsible  party shall be excused from performing such
obligation for a period of time equal to any such delay.

   (e) The  submission  of this  Lease  shall not be  deemed to be an offer,  an
acceptance,  or a reservation  of the Premises;  and Landlord shall not be bound
hereby until  Landlord has  delivered  to Tenant a fully  executed  copy of this
Lease,  signed  by both of the  parties  on the last  page of this  Lease in the
spaces herein  provided.  Until such  delivery,  Landlord  reserves the right to
exhibit and lease the Premises to other prospective tenants.

   (f) Landlord may withhold  possession  of the Premises from Tenant until such
time as Tenant has paid to Landlord the security  deposit pursuant to Section 20
of this Lease,  and the first month of Base Rent pursuant to Subsection  3(a) of
this Lease.

   (g) This Lease and the parties' respective rights hereunder shall be governed
by the laws of the State of Nebraska.

   (h) All of the terms of this Lease  shall  extend to and be binding  upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.


                                       7
<PAGE>

   (i) This Lease is modified and affected by the following  Exhibits  which are
attached hereto and made a part hereof.

                       Exhibit "A": Rules and Regulations

   WHEREFORE, Landlord and Tenant have respectively signed and sealed this Lease
the day and year first above written.

TENANT:                                        LANDLORD:

APPLIED COMMUNICATIONS, INC.                   NOONEY KROMBACH
a Nebraska corporation                         COMPANY,
                                               Agent for the Owner


By:  /s/ Gregory J. Duman                      By:  /s/ Patricia A. Nooney

Print Name:Gregory J. Duman                    Print Name: Patricia A. Nooney

Title: Chief Financial Officer                 Title: Senior Vice President



                                       8
<PAGE>
              ADDITIONAL PROVISIONS TO LEASE OF EVEN DATE HEREWITH
              BY AND BETWEEN NOONEY KROMBACH COMPANY, AS LANDLORD,
                   AND APPLIED COMMUNICATIONS, INC., AS TENANT


   28.  TERMINATION OF EXISTING LEASE.  With respect to Section 1 of this Lease,
the parties  acknowledge  that Tenant is presently  occupying the Premises under
that certain Lease, dated July 28, 1983, by and between Nooney Krombach Company,
as  successor-in-interest  to W. Eljay Co.,  and  Applied  Communications,  Inc.
(hereinafter  referred  to as the  "1983  Lease").  Said  1983  Lease is  hereby
terminated,  effective as of the commencement date of this Lease; and, upon such
date,  all  rights and  obligations  under  said 1983  Lease  shall be  mutually
extinguished without further liability, except for those obligations (rents, and
other charges) which have accrued,  but which may not have been either  invoiced
or paid as of such date of  termination.  It is agreed  between the parties that
any  outstanding  obligation  under said 1983 Lease shall  become an  obligation
under this Lease; and, should Tenant fail to perform or pay any such obligation,
Tenant  shall be in Default  under this Lease in the same manner and to the same
extent as if the  nonperformance or non-payment of such obligation was a Default
of a direct obligation under this Lease.

   29. TENANT FINISH. With respect to Section 1 of this Lease, Tenant shall have
the right and option to have certain  interior finish work performed  within the
Premises.  Such work  shall be  performed  by  Landlord  or  Tenant at  Tenant's
election;  however, all such work shall be subject to Landlord's prior approval,
which approval shall not be unreasonably  withheld.  Should  Landlord  undertake
such work,  Tenant shall have the  affirmative  duty to review the plans for the
contemplated  work for compliance  with the  requirements  of the Americans with
Disabilities  Act of 1990, and Tenant shall hold Landlord  harmless with respect
to such  compliance  so long as Landlord  performs  the work  according  to such
plans. Should Tenant undertake such work, Tenant shall be solely responsible for
compliance with such Act, notwithstanding  Landlord's approval of any plans. Any
changes,  alterations, or additions made to the original approved plans shall be
in writing and also approved by Landlord prior to construction.

   Landlord shall contribute toward the actual costs of Tenant's interior finish
in the amount of One Hundred Fifty  Thousand and 00/100  ($150,000.00)  Dollars.
Should Landlord  perform such interior  finish,  Landlord shall directly pay for
such work;  and in the event the actual costs exceed  $150,000.00,  Tenant shall
reimburse  Landlord the actual costs of such  interior  finish work in excess of
Landlord's  aforesaid  contribution,  within  thirty (30) days after  receipt of
Landlord's statement. Should Tenant perform such interior finish, Landlord shall
reimburse  Tenant for the costs of same upon receipt of copies of paid invoices,
and all applicable lien waiver(s), but in no event more than $150,000.00.

   Tenant  acknowledges  that the aforesaid work shall be performed while Tenant
is in possession of the Premises.  In the event Tenant is inconvenienced by such
work, Tenant shall make no claim against Landlord, nor shall any Rent payable to
Landlord be reduced or abated while Landlord is performing  such work.  However,
Landlord  shall remain  liable for any personal  injuries  suffered by Tenant or
Tenant's  invitees directly in the event such damage is caused by the negligence
of Landlord.

   30. BASE RENT.  With respect to Section 3(a) of this Lease,  Tenant shall pay
to Landlord the following Base Rent, on the first day of each calendar month, in
advance, without setoff or deduction, at the office of Landlord:

   (a) For the period  January 1, 1993 through and including  December 31, 1993,
Tenant shall pay to  Landlord,  as Base Rent,  an amount equal to Eight  Hundred
Thirty-three Thousand,  Four and 00/100 ($833,004.00) Dollars,  payable in equal
monthly installments of Sixty-nine  Thousand,  Four Hundred Seventeen and 00/100
($69,417.00) Dollars each.

   (b) For the period  January 1, 1994 through and including  December 31, 1994,
Tenant shall pay to  Landlord,  as Base Rent,  an amount equal to Eight  Hundred
Fifty-seven Thousand,  Four Hundred Ninety-six and 00/100 ($857,496.00) Dollars,
payable in equal monthly  installments  of  Seventy-one  Thousand,  Four Hundred
Fifty-eight and 00/100 ($71,458.00) Dollars each.

   (c) For the period  January 1, 1995 through and including  December 31, 1995,
Tenant shall pay to  Landlord,  as Base Rent,  an amount equal to Eight  Hundred
Eighty-two Thousand and 00/100 ($882,000.00)  Dollars,  payable in equal monthly
installments of  Seventy-three  Thousand,  Five Hundred and 00/100  ($73,500.00)
Dollars each.

   (d) For the period  January 1, 1996 through and including  December 31, 1996,
Tenant  shall pay to Landlord,  as Base Rent,  an amount equal Nine Hundred Nine
Thousand,  Nine Hundred Ninety-six and 00/100 ($909,996.00) Dollars,  payable in
equal monthly installments of Seventy-five Thousand,  Eight Hundred Thirty-three
and 00/100 ($75,833.00) Dollars each.



                                       1
<PAGE>

   (e) For the period  January 1, 1997 through and including  December 31, 1997,
Tenant shall pay to Landlord,  as Base Rent, an amount Nine Hundred Thirty-eight
Thousand,  Four and  00/100  ($938,004.00)  Dollars,  payable  in equal  monthly
installments  of  Seventy-eight  Thousand,  One Hundred  Sixty-seven  and 00/100
($78,167.00) Dollars each.

   (f) For the period  January 1, 1998 through and including  December 31, 1998,
Tenant  shall pay to  Landlord,  as Base Rent,  an amount  equal to Nine Hundred
Seventy-two Thousand,  Nine Hundred Ninety-six and 00/100 ($972,996.00) Dollars,
payable in equal monthly installments of Eighty-one  Thousand,  Eighty-three and
00/100 ($81,083.00) Dollars each.

   (g) For the period January 1, 1999 through August 31, 1999,  Tenant shall pay
to Landlord,  as Base Rent, an amount equal to Six Hundred Sixty-seven Thousand,
Three Hundred  Thirty-eight and 00/100 ($667,338.00)  Dollars,  payable in equal
monthly  installments  of Eighty-  three  Thousand,  Four Hundred  Seventeen and
25/100 ($83,417.25) Dollars each.

   31. TAXES. With respect to Section 3(b) of this Lease, Landlord agrees to use
good faith efforts to timely review all Tax assessments or governmental  charges
assessed  against  the  Property,  and to  challenge  any  assessment  when,  in
Landlord's reasonable belief, the same could profitably be challenged.  Landlord
agrees to provide Tenant with copies of any notices  proposing  increases in the
payment of Taxes upon the Property, upon request by Tenant, received by Landlord
no earlier  than sixty  (60) days prior to the last date  established  by law to
challenge such Taxes.  In the event Landlord  elects not to challenge any Tax or
assessment,  Tenant shall have the right to  independently  make such challenge,
and Landlord agrees to cooperate with Tenant in such regard.  Any such challenge
undertaken  by Tenant shall be at Tenant's  sole cost and expense.  In the event
Tenant is successful with its challenge, Landlord shall reimburse to Tenant each
year that portion of the cost of such  challenge  which  reflects the actual Tax
savings  enjoyed  by the  Property  for  that  year.  However,  it is  expressly
understood  that Landlord  shall have no  obligation  to make any  reimbursement
unless  and  until  Landlord  has  actually  received  the Tax  refund  for such
challenge,  so that  Landlord does not have to come  out-of-pocket  for any such
challenge.  In no event shall  Landlord's total  reimbursement  exceed the total
actual Tax savings enjoyed by the Property.  Once Landlord has reimbursed Tenant
for such  expense,  the same shall become an Operating  Expense of the Property,
for which Tenant shall be liable for its proportionate share under the Lease. In
no event shall  Landlord be required to challenge  any  assessment  or Tax which
Landlord in good faith believes  would not be  successful.  Tenant shall have no
right to withhold  the payment of Tenant's  proportionate  share of Taxes during
the pendency of any proceeding or contest, whether instituted by either Landlord
or Tenant.

   32.  EXCLUSIONS  FROM  OPERATING  EXPENSES.  Notwithstanding  anything to the
contrary in Section 3(b) of this Lease, Operating Expenses shall not include the
following.

   (a) Legal fees,  brokerage fees, leasing  commissions,  advertising costs, or
other related  expenses  incurred by Landlord in connection  with the leasing of
the Property.

   (b)  Repairs,  alterations,  additions,  improvements  or  replacements  of a
capital  nature  made to rectify or correct any defect in the  original  design,
materials or workmanship of Landlord's building.

         (c) Repairs to the  Property as a result of any fire or other  casualty
for which Landlord is reimbursed by insurance.

   (d) Repairs to the Property as a result of any willful misconduct of Landlord
or Landlord's  agents, and repairs to the Property as a result of any negligence
or  willful   misconduct  of  Landlord's   contractors  for  which  Landlord  is
reimbursed.

   (e)  Charges for any  portion of  salaries  or other  benefits of  Landlord's
officers  or  personnel,   except  those  engaged  in  full-time  management  or
maintenance and operation of the Property,  it being  understood that a pro rata
portion of such salaries and other benefits may be charged for personnel working
part-time on the  management or maintenance  and operation of the Property,  who
are also working part-time on other properties or other matters.

   (f)  Landlord's  general  overhead  expenses  which  are not  related  to the
Property;  it being understood that a pro rata portion of such overhead expenses
may be charged for such expenses which are incurred both in connection  with the
Property and other properties managed by Landlord.

   (g) Legal fees,  accounting  fees, and other expenses  incurred in connection
with  disputes with tenants or other  occupants of the  Property,  or associated
with the enforcement of the terms of any leases with tenants,  or the defense of
Landlord's title to, or interest, in the Property.

   (h) Costs  incurred  due to a willful  violation  by  Landlord of any term or
condition of this Lease or any third party lease within the Property.


                                       2
<PAGE>

   (i) Costs  (including  permits,  licensing and  inspection  fees) incurred in
renovating or otherwise  improving,  decorating,  painting or altering space for
tenants or other  occupants,  or vacant space  (excluding  common  areas) in the
Property,  which are performed in  connection  with the leasing or re-leasing of
space, as opposed to the Landlord's repair  obligations under any lease with any
tenant.

   (j)  Any  real  estate  operating  expense  which,  under  generally-accepted
accounting principles consistently applied, would not be considered a reasonable
maintenance or operating expense of similar real estate.

   (k) Any expense for which Landlord has been  reimbursed,  it being understood
between the  parties  that  Landlord  shall not collect in excess of one hundred
(100%) percent of its actual Operating Expenses,  and shall not recover the cost
of any items more than once.

   (l) Salaries of building  management  personnel who perform  services  solely
connected  with  the  management,  operations,  repair  or  maintenance  of  the
building, which exceeds three (3%) percent of the gross revenues of the Property
per year.

   (m) Alterations,  additions, improvements or replacements of a capital nature
made to the  roof or the  heating  and air  conditioning  system  servicing  the
Property;  it being  understood,  however,  that all  repairs  not of a  capital
nature,  made to the roof or the heating  and air  conditioning  system.  may be
included as an Operating Expense.

   (n)  Any  principal  or  interest   payments  on  the  original  purchase  or
refinancing of the Property, or in connection with any capital expenditures made
to or with respect to the Property.

   (o) Amortization, debt service, or other payments on loans to Landlord.

   (p) Depreciation on Landlord's building, or any equipment therein,  except as
expressly  provided  with respect to those items which  reduce  other  Operating
Expenses, as more fully set forth in Section 3(b).

   33.  TENANT'S  AUDIT.  In the  event  Tenant  elects to  perform  an audit of
Landlord's  records,  pursuant to Section 3(b) of this Lease, and in the further
event said audit  discloses a net error in favor of Tenant of five (5%)  percent
or greater, Landlord shall reimburse to Tenant the reasonable cost of such audit
within  thirty  (30)  days  after  receipt  of a copy of such  audit  disclosing
Landlord's error.

   34. PARKING.  With respect to Section 4(e) of this Lease, Landlord represents
and warrants  that,  so long as Tenant  occupies and leases the entire  building
constituting  the  Premises,  Tenant shall have the  exclusive  right to use the
entire parking lot servicing the Property.

   35.  INTERRUPTION  OF SERVICES.  Notwithstanding  anything to the contrary in
Section 4 of this Lease, in the event there is an interruption in services which
is not due in part to the  negligence  of Tenant and, as a direct result of such
interruption, Tenant is unable to conduct its business in the Premises, Landlord
shall not be liable to Tenant,  but the Base Rent  payable to Landlord  shall be
abated from the fourth (4th) day after such interruption until such time as such
services are reinstated or Tenant again occupies the Premises.

   36. RULES AND REGULATIONS. With respect to Section 6(h) of this Lease, Tenant
shall not be obligated to comply with any newly  established  Rule or Regulation
until such time as Tenant has received written notice thereof;  and Tenant shall
not be in Default of any Rule or  Regulation  unless Tenant has failed to comply
with the same  within  thirty  (30) days after  receipt of written  notice  from
Landlord.

   37. TENANT'S  ALTERATIONS.  Landlord agrees not to unreasonably  withhold its
consent to any non-structural alterations, improvements or additions made to the
Premises;  however,  Landlord's  consent shall not be deemed to be  unreasonably
withheld if, as a condition to such consent, Landlord requires Tenant to restore
the  Premises  upon the  termination  of this  Lease to  substantially  the same
condition  which existed prior to Tenant making such  alterations.  In the event
Landlord  elects to perform any  alterations,  improvements  or additions to the
Premises on behalf of Tenant,  and in the event the  estimated  cost  thereof is
Twenty  Thousand and 00/100  ($20,000.00)  Dollars or more,  Landlord  agrees to
first  secure  bids  from  at  least  three  (3)  qualified  contractors  before
commencing such work.

   Notwithstanding anything to the contrary in said Section 7, Tenant shall have
the  absolute  right  upon the  termination  of this  Lease to  remove  from the
Premises  all  of  its  trade  fixtures  including,   without  limitation,   any
specially-installed  computer floors, dedicated HVAC equipment, and other easily
removable  improvements.  Should Tenant elect to remove any such trade fixtures,
Tenant shall repair any damage caused to the Premises as a result thereof.



                                       3
<PAGE>
   38.  SUBLEASING  AND ASSIGNING.  Notwithstanding  anything to the contrary in
Section 8 of this Lease,  Tenant  shall not  require  Landlord's  prior  written
consent  to assign or  sublease  any  portion  of the  Premises  to any  parent,
subsidiary  or controlled  affiliate  company of Tenant.  However,  Tenant shall
nevertheless  be  obligated  to  inform  Landlord  of such  assignment/sublease,
identify the name of all  assignees/subtenants,  provide Landlord with a copy of
the  applicable  assignment/sublease  documents,  and provide  Landlord with any
other reasonable information in connection with such assignment/sublease.

   39. TENANT'S DEFAULT.  Notwithstanding anything to the contrary in Sections 9
and 11 of this Lease,  Landlord agrees that, except for a Default in the payment
of any Rent or other charge,  Landlord shall not enforce any of its rights under
said Sections so long as Tenant  commences to cure said Default  within  fifteen
(15) days after receipt of written notice from Landlord, and thereafter proceeds
with all due diligence to continue to cure such Default through completion.

   Notwithstanding anything to the contrary in this Lease, in the event any term
or condition of this Lease  conflicts with any rights  afforded Tenant under the
laws of the State of Nebraska, it is agreed that such term or condition shall be
modified to the extent necessary to comply with said laws.

   40. LANDLORD'S INSURANCE.  With respect to Section 14 of this Lease, Landlord
agrees to maintain in full force and effect  throughout the term of this Lease a
general liability policy covering the Property with limits of not less than Five
Million Dollars.

   41.  GOVERNMENT  REGULATIONS/ADA.  With  respect to Section 17 of this Lease,
Landlord shall use good faith efforts to comply with all laws and regulations of
any municipal, state, or federal authorities,  including all requirements of the
Americans with Disabilities Act of 1990 (hereinafter collectively referred to as
"Laws"),  as the same  relate to the  common  areas of the  Property,  and those
portions of the Property  and/or  Premises  under  Landlord's  primary  control.
Landlord  shall  also  comply  with  said  Laws as  they  relate  to  Landlord's
obligation in connection  with the  construction  of Tenant's  interior  finish.
Tenant  shall  comply  with all said  Laws as they  relate  to the  areas of the
Premises under Tenant's primary control and Tenant's use of the Premises. Should
Tenant   subsequently   elect  to  undertake  any   alterations,   additions  or
construction  within the Premises,  Tenant shall be solely  responsible for, and
Tenant  shall hold  Landlord  harmless  from,  any  liability as a result of any
non-compliance  with  said  Laws in  connection  with  Tenant's  work;  further,
Landlord's approval of any of Tenant's plans or specifications shall not relieve
Tenant of any such responsibility, or cause Landlord to incur any liability.

   42.  CONSULTANT  FEES. The parties  acknowledge  that the Stuart Cott Company
(hereinafter  referred  to as  "Cott")  has acted as a  consultant  on behalf of
Tenant pursuant to a separate agreement between such parties. Landlord agrees to
directly pay Cott its consulting  fees in an amount not to exceed the amount set
forth in that certain letter agreement  between Landlord and Cott, dated October
26, 1992.  In the event  Landlord  does not pay Cott such fees within sixty (60)
days after the execution of this Lease,  Tenant shall have the right to pay such
fees to Cott,  in which event  Tenant  shall have the right to offset the amount
thereof from any Rent due Landlord under this Lease.

   WHEREFORE,  Landlord and Tenant have executed these Additional  Provisions to
Lease the day and year first above written.

TENANT:                                 LANDLORD:

APPLIED COMMUNICATIONS, INC.            NOONEY KROMBACH COMPANY,
a Nebraska corporation                  Agent for the Owner


By: /s/ Gregory J. Duncan               By: /s/ Patricia A. Nooney
        Gregory J. Duncan                       Patricia A. Nooney
        Chief Financial Officer                 Senior Vice President



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                                                                     EXHIBIT "A"


                              RULES AND REGULATIONS

   Tenant  agrees to comply  with the  following  rules  and  regulations  which
Landlord may reasonably  modify from time to time.  Landlord shall not be liable
for the non-observance of said rules and regulations by any other tenant.

   (1) No sign or  advertisement  shall be displayed by Tenant on the outside or
the inside (and  visible  from the  outside) of the  Premises  without the prior
written consent of Landlord.  Notwithstanding  the aforesaid,  so long as Tenant
occupies and leases  seventy-five (75%) percent or more of the Premises,  Tenant
shall have the right to install  whatever signage Tenant deems necessary upon or
about the Property, so long as such signage is in compliance with municipal code
and (in the event Tenant is no longer the  exclusive  user of the  Property) the
placement  of such  signage  does not  unreasonably  interfere  with  any  other
tenant's use or enjoyment of the  Property.  Tenant shall not use any picture or
likeness of the Premises in any notices or  advertisements,  without  Landlord's
prior written consent, which consent shall not be unreasonably withheld.

   (2) No  additional  locks  shall be  placed  upon  any door of the  Premises,
without the prior consent of Landlord.

   (3) Landlord retains the power to prescribe the weight and proper position of
any bulky or excessively  weighty  objects which Tenant elects to place upon the
roof of the  Property.  All such  objects  shall be  installed  under  the prior
written  consent and  supervision of Landlord and at such times and according to
such reasonable  regulations as may be designated from time to time by Landlord.
Notwithstanding such supervision or the waiver of liability set forth in Section
14,  Tenant shall be  responsible  for all damage to the Premises and to persons
caused by the placement, existence, maintenance and removal of such objects.

   (4) Tenant  shall not use any other fuel  source  other than  electricity  to
heat, cool or light the Premises.

   (5) Tenant shall not store in the Premises any waste paper, sweepings,  rags,
rubbish or other  combustible  matter,  nor shall Tenant bring into the Premises
any hazardous wastes, kerosene, oil or other highly combustible material, except
as disclosed to Landlord for normal business operations.



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                            FIRST AMENDMENT TO LEASE


   THIS  FIRST  AMENDMENT  TO  LEASE,  made  and  entered  into  this 9th day of
September,   1998,  by  and  between  Nooney  Realty  Trust,  Inc.,  a  Missouri
corporation,   through  its  agent,   Nooney,   Inc.,  a  Missouri   corporation
(hereinafter  referred to as  "Landlord")  and Applied  Communication,  Inc.,  a
Nebraska corporation (hereinafter referred to as "Tenant");

   WITNESSETH:

   WHEREAS,  Landlord and Tenant  entered into that certain ACI Building  Lease,
dated December 28, 1992 (hereinafter referred to as "Lease"),  for certain space
known and numbered as 330 S. 108th Avenue,  Omaha,  Nebraska  68154,  containing
approximately  70,000  square  feet of  space  (hereinafter  referred  to as the
"Premises"); and

   WHEREAS,  the  primary  term of said Lease  commenced  on January 1, 1993 and
shall expire on August 31, 1999; and

   WHEREAS, both Landlord and Tenant are desirous of amending said Lease;

   NOW THEREFORE,  for and in  consideration  of the  foregoing,  and the mutual
covenants set forth below,  it is agreed that said Lease is hereby  modified and
amended as follows:

   1. Term.  Notwithstanding the stated expiration date set forth in said Lease,
the current lease term shall terminate on August 31, 1998, but shall  thereafter
be  extended  and  re-established  for a new  ten  (10)  year  term,  commencing
September 1, 1998 through and including August 31, 2008, upon the same terms and
conditions as said Lease, except as set forth below.

   2.  Construction.  Tenant hereby  ratifies  acceptance of the Premises in its
present "AS IS" condition;  and, except as set forth below,  Tenant acknowledges
that  Landlord has made no  representations  to Tenant with respect to any other
alterations,  repairs or  improvements  to be performed  by Landlord  within the
Premises.

   Tenant  shall have the right and option to perform  certain  interior  finish
work within the Premises,  on the  condition  that all such work is performed in
accordance  with plans and  specifications  prepared  by Tenant and  approved in
writing by Landlord,  which approval shall not be unreasonably  withheld.  It is
expressly  understood  that any plans  prepared by or on behalf of Tenant  shall
incorporate all requirements of the Americans with Disabilities Act of 1990, and
Tenant  shall be solely  responsible  for  compliance  with  such Act,  and hold
Landlord harmless therefrom, notwithstanding Landlord's approval of any plans or
construction.  Additionally,  in  the  event  said  Act  is  later  modified  or
interpreted  differently by applicable  governmental  authorities,  Tenant shall
conform with all such  modifications  and/or  interpretations  at Tenant's  sole
cost.

   Tenant  shall  select  and  contract  directly  with the  general  contractor
performing such interior finish work; however,  such contractor shall be subject
to Landlord's prior approval, which approval shall not be unreasonably withheld.
Any changes, alterations, or additions made to the original approved plans shall
be in writing and also approved by Landlord prior to construction.

   Landlord  shall  contribute  an allowance  toward the actual cost of Tenant's
interior finish work in an amount not to exceed Three Hundred Fifty Thousand and
00/100 Dollars  ($350,000.00),  upon the following terms and conditions.  Tenant
must complete all interior  finish work for which Tenant may apply the aforesaid
allowance,  as well as submit to Landlord all paid invoices and lien waivers for
all such work, no later than August 31, 2001;  and, to the extent any portion of
the aforesaid allowance is not supported by paid invoices and lien waivers as of
such date, such unsupported  portion shall be forfeited.  On or before October 1
of each year of the first three years of the re-established  lease term (October
1, 1998,  1999 and 2000),  Tenant  shall  submit to Landlord in writing a budget
estimate  of the  interior  finish  costs  Tenant  anticipates  spending  in the
following  twelve (12)  months.  Such  estimate  shall be  reasonably  detailed,
identifying  the general work to be performed and the associated  costs thereof.
To the extent the actual  interior finish costs are less than the budgeted costs
for the  applicable  year,  the excess  unused funds shall be made  available to
Tenant in the subsequent year(s) (but not beyond August 31, 2001). To the extent
the actual  interior  finish costs exceed the budgeted  cost by fifteen  percent
(15%) or more for the applicable year,  Landlord  reserves the right to withhold
reimbursement  to Tenant for that  portion of the actual costs in excess of said
fifteen percent (15%) until the following year (but not beyond August 31, 2001).

   In the event the total cost of Tenant's  interior finish exceed the aforesaid
cash allowance, Tenant shall be solely liable for all such excess costs.



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   All  construction  undertaken  by Tenant shall be in  compliance  with state,
federal,  and local codes, and shall be built in a good and workmanlike  manner,
and shall be subject to Landlord's  inspection  from time to time.  Tenant shall
indemnify  and hold  Landlord  harmless  from  any and all  claims  and  damages
(including  reasonable  attorneys'  fees), to persons or property of Landlord or
third  persons,  caused by Tenant's  construction.  Tenant shall also  indemnify
Landlord  against  any  mechanic's  liens  or  other  liens  arising  out of any
construction  performed  by or on behalf of Tenant;  and  Tenant,  shall  within
thirty (30) days after any construction furnish to Landlord lien waivers for all
work performed and materials furnished. In the event a lien is filed against the
Property for any reason as a result of any construction  performed or alleged to
have been  performed  by or on behalf of Tenant,  Tenant  shall remove such lien
within fifteen (15) days. Should Tenant fail to remove any such lien within said
fifteen (15) days,  Landlord shall have the absolute right to cause such lien to
be removed by whatever  measures as Landlord,  in  Landlord's  sole  discretion,
shall deem convenient or necessary including, without limitation, payment to any
contractor,  subcontractor,  laborer,  supplier or materialman (and any relating
attorney's  fees) to extinguish such lien; and, in such event,  Tenant shall pay
to Landlord, as Additional Rent, all of Landlord's costs and expenses including,
without   limitation,   any  payment   made  by  Landlord  to  any   contractor,
subcontractor,  laborer, supplier or materialman,  the payment of any attorneys'
fees of any lienholder,  as well as the payment of Landlord's attorneys' fees to
extinguish such lien.

   Upon the termination of said Lease,  all  improvements  made by Tenant to the
Premises  which are  pre-approved  in writing by Landlord  shall be delivered to
Landlord  with the  Premises.  All  improvements  made by Tenant to the Premises
which are not  pre-approved  in  writing  by  Landlord  shall,  at the option of
Landlord, be either delivered to Landlord with the Premises or removed by Tenant
prior to the lease  termination date. In the event Landlord elects for Tenant to
remove any such improvements,  Tenant shall repair and restore the Premises to a
condition substantially similar to the condition of such space immediately prior
to the installation of such improvements; and, in the event Tenant fails to make
such  repairs and  restoration,  Tenant  shall be liable for the costs  thereof,
which liability shall survive the termination of said Lease.

   Tenant  acknowledges  that the aforesaid work shall be performed while Tenant
is in possession of the Premises.  In the event Tenant is inconvenienced by such
work, there shall be no Rent abatement or reduction of Rent payable to Landlord,
it  being  agreed  that  Tenant  shall  bear  all  responsibility  and  risk  of
inconvenience associated with any construction.

   3. Rent.  Effective  September  1, 1998,  Tenant  shall pay to  Landlord  the
following  Base Rent,  during the lease term,  on the first day of each calendar
month, prior to demand, in advance,  without setoff or deduction,  at the office
of Landlord, pursuant to the terms and conditions of said Lease:


                                           MONTHLY         ANNUAL
              PERIOD                      BASE RENT       BASE RENT
=====================================  ==============  ===============
September 1, 1998 - December 31, 1998    $82,250.00           N/A
January 1, 1999 - December 31, 1999      $82,250.00       $987,000.00
January 1, 2000 - December 31, 2000      $84,717.50     $1,016,610.00
January 1, 2001 - December 31, 2001      $87,259.03     $1,047,108.00
January 1, 2002 - December 31, 2002      $89,876.80     $1,078,522.00
January 1, 2003 - December 31, 2003      $92,573.17     $1,110,878.00
January 1, 2004 - December 31, 2004      $95,350.33     $1,144,204.00
January 1, 2005 - December 31, 2005      $98,210.83     $1,178,530.00
January 1, 2006 - December 31, 2006     $101,157.17     $1,213,886.00
January 1, 2007 - December 31, 2007     $104,191.92     $1,250,303.00
January 1, 2008 - August 31, 2008       $107,317.64          N/A

   4. Additional Rent.  Effective September 1, 1998,  Tenant's  obligations with
respect to  Additional  Rent shall be  adjusted  such that  Tenant  shall pay to
Landlord, as Additional Rent, an amount equal to Tenant's proportionate share of
any  increase in Taxes and  Operating  Expenses (as all such terms are used from
time to time in said Lease) over the Taxes and  Operating  Expenses for the 1999
calendar year.



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   5. Roof.  Landlord agrees to have the roof inspected by an independent  third
party  roof  consultant.  Landlord  acknowledges  that roof  replacement  may be
necessary  during the term of this Lease,  and the  replacement of the roof is a
capital item and is the responsibility of Landlord.

   6.  Brokerage.  Landlord and Tenant each warrant that they have dealt with no
broker or other person  claiming a  commission  for or in  connection  with this
First Amendment to Lease, other than Nooney, Inc.; and each party shall hold the
other party harmless for any breach of such  warranty.  Landlord shall be liable
for any commissions payable to the aforesaid broker.

   7. Consultant Fees. The parties acknowledge that Tishman Real Estate Services
(hereinafter  referred to as  "Tishman")  has acted as a consultant on behalf of
Tenant pursuant to a separate agreement between such parties. Landlord agrees to
directly pay Tishman its  consulting  fees in an amount not to exceed the amount
set forth in that certain letter agreement  between Landlord and Tishman,  dated
July 8, 1998. In addition,  Landlord agrees to pay directly to Tenant the sum of
Fifty-one Thousand, One Hundred Fourteen and 56/100 Dollars ($51,114.56). In the
event  Landlord  does not pay Tishman such fees within sixty (60) days after the
execution of this  Amendment,  Tenant shall have the right to pay the applicable
unpaid  (portion)  of such fees to  Tishman,  and  offset  the  amount  thereof,
together with an amount equal to any consulting  fees from any Rent due Landlord
under said  Lease.  In the event  Landlord  timely  pays  Tishman and Tenant the
aforesaid  consulting  fees,  Tenant shall indemnify and hold Landlord  harmless
from any  claims by  Tishman  for any  additional  fees  payable  to  Tishman in
connection to the consummation of this Amendment.

   8.  Acknowledgment.  Tenant  acknowledges  that,  as  of  the  date  of  this
Amendment, Landlord is not in default of any term or condition of said Lease and
that the  Premises  are not in need of repair  or  maintenance;  and,  except as
specifically set forth in Section 2 above,  Tenant hereby ratifies acceptance of
the Premises in its present "AS IS" condition.

   Except as hereby amended,  all other terms and conditions of said Lease shall
remain  unchanged,  and shall be in full  force and  effect as if again  recited
herein.

   WHEREFORE,  the parties have executed  this First  Amendment to Lease the day
and year first above written.

LANDLORD:                                     TENANT:

NOONEY, INC.,                                 APPLIED COMMUNICATIONS, INC.,
Agent for the Owner                           a Nebraska corporation


By: /s/ Patricia a. Nooney                    By:  /s/ Dwight Hanson
        Patricia A. Nooney                             Dwight Hanson
        President                                      Vice President-Finance



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