<PAGE>


[LOGO] AMPLICON FINANCIAL
5 HUTTON CENTRE DRIVE, SUITE 500 - SANTA ANA, CALIFORNIA 92707   LEASE AGREEMENT
714.751-7551 - 800.755-5055 - FACSIMILE 714.751-7557          ORDER NO. OL-10154
                                                                       ---------
--------------------------------------------------------------------------------
LESSEE
     NORTECH SYSTEMS, INC.
--------------------------------------------------------------------------------
STREET                             CITY      STATE          COUNTY         ZIP
641 E. LAKE STREET, SUITE 244     WAYZATA        MN      HENNEPIN        55391
--------------------------------------------------------------------------------

1.   AGREEMENT/LEASE:  Amplicon, Inc. ("Amplicon") agrees to lease to Lessee the
hardware, software and/or other equipment ("Property") described on the Lease
Schedule(s) ("Schedule(s)") referencing this Lease Agreement ("Agreement") and
Lessee agrees to lease from Amplicon the Property subject to the terms set forth
herein and on each Schedule(s) that the parties may from time to time enter into
with respect to this Agreement.  Each Schedule identified as being a part of
this Agreement incorporates the terms of this Agreement and constitutes a
separate lease agreement and is referred to herein as the "Lease".  The Lease is
in force and is binding upon Lessee and Amplicon upon signed acceptance by
Amplicon.

2.   UNIFORM COMMERCIAL CODE ACKNOWLEDGMENT:  Lessee acknowledges that it has
received and approved any written "Supply Contract" covering the Property
purchased from the Supplier for lease and Amplicon has informed or advised
Lessee, either previously or by this Lease, of the following: (i) the identity
of the Supplier; (ii) that Lessee may have rights under the Supply Contract and
(iii) that Lessee may contact the Supplier for a description of any such rights.
This Lease is a "Finance Lease".  (The terms "Finance Lease", "Supply Contract"
and "Supplier" as used in this Lease have the meanings only as ascribed to them
under Division 10 of the California Uniform Commercial Code and have no effect
on any tax or accounting treatment of the Lease).  This provision survives
termination of the Lease.

3.   NO WARRANTIES:  AMPLICON IS NOT THE MANUFACTURER, DEVELOPER, PUBLISHER, 
DISTRIBUTOR, LICENSOR OR "SUPPLIER" OF THE PROPERTY AND MAKES NO EXPRESS OR 
IMPLIED WARRANTY OR REPRESENTATION AS TO FITNESS, QUALITY, DESIGN, CONDITION, 
CAPACITY, SUITABILITY, VALUE, MERCHANTABILITY, OR PERFORMANCE OF THE PROPERTY 
OR THE MATERIAL OR WORKMANSHIP THEREOF OR AGAINST INTERFERENCE BY LICENSORS 
OR OTHER THIRD PARTIES, IT BEING AGREED THAT THE PROPERTY IS LEASED "AS IS" 
AND THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE.  Lessee selected the 
Property and represents that all the Property is suitable for Lessee's 
purposes.  Amplicon assigns to Lessee during the term of the Lease any 
warranty rights it may have received from the Supplier as a result of 
Amplicon's purchase of the Property. If Lessee has any claims regarding the 
Property or any other matter arising from Lessee's relationship with the 
Supplier, Lessee must make them against the Supplier.  This provision 
survives termination of the Lease.

4.   AUTHORIZATION DATE AND LEASE DURATION:  A Schedule commences and rent is 
due beginning on the date that Lessee certifies in writing to Amplicon that 
all of the Property has been received and accepted by Lessee as installed, 
tested and ready for use, and Lessee authorizes Amplicon in writing to 
disburse payment to the Supplier ("Authorization Date").  Unless and until 
Lessee provides such written authorization, Amplicon will not disburse 
payment to Suppliers.  The Term of each Schedule is reflected on the Schedule 
and begins on the first day of the calendar quarter following the 
Authorization Date.  A calendar quarter commences on the first day of 
January, April, July and October.  Lessee has the right to use the Property 
at the specific locations shown on the Schedule throughout the duration of 
this Lease in accordance with the provisions of this Lease.  The Term extends 
for an additional twelve month period ("Extension Term") at the rental rate 
delineated on the Schedule unless Lessee provides to Amplicon written notice 
of Lessee's election not to extend the Term at least one hundred eighty days 
prior to the expiration of the Term.

5.   RENTALS:  The rent payable is shown on the Schedule(s).  The monthly rent
is due to Amplicon, in advance, for each month or portion of a month beginning
on the Authorization Date and continuing for each month that this Lease is in
effect.  Rent for portions of a month are based on a daily rental equal to
one-thirtieth of the monthly rent.  ALL RENTS SHALL BE PAID WITHOUT NOTICE OR
DEMAND AND WITHOUT ABATEMENT, DEDUCTION OR SETOFF OF ANY AMOUNT WHATSOEVER.
THE OPERATION AND USE OF THE PROPERTY IS SOLELY AT THE RISK OF LESSEE AND THE
OBLIGATION OF LESSEE TO PAY RENT UNDER THE LEASE SHALL BE ABSOLUTE AND
UNCONDITIONAL.  Rents will be paid to Amplicon unless otherwise instructed in
writing by Amplicon or its assignee.

              *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *

TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES THE FOLLOWING 
RIGHTS AND REMEDIES CONFERRED UPON LESSEE BY LAW:  (I) RIGHT TO CANCEL, OR 
TERMINATE THIS LEASE, (II) RIGHT TO REJECT THE PROPERTY, (III) RIGHT TO 
REVOKE ACCEPTANCE OF THE PROPERTY, (IV) RIGHT TO RECOVER DAMAGES FROM 
AMPLICON FOR ANY BREACH OF WARRANTY, (V) RIGHT TO RECOVER ANY GENERAL, 
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, AND (VI) RIGHT TO 
SPECIFIC PERFORMANCE, REPLEVIN, DETINUE, SEQUESTRATION, CLAIM AND DELIVERY OR 
THE LIKE FOR THE PROPERTY SUBJECT TO THIS LEASE.

THIS LEASE AGREEMENT AND THE APPLICABLE SCHEDULE(S) CONTAIN THE ENTIRE AGREEMENT
BETWEEN AMPLICON AND LESSEE WITH RESPECT TO THE SUBJECT MATTER HEREOF.  THE
LEASE CAN ONLY BE MODIFIED IN WRITING, WITH SUCH MODIFICATIONS SIGNED BY A
PERSON AUTHORIZED TO SIGN AGREEMENTS ON BEHALF OF LESSEE AND BY AN AUTHORIZED
SIGNER OF AMPLICON.  NO ORAL OR OTHER WRITTEN AGREEMENTS, REPRESENTATIONS OR
PROMISES SHALL BE RELIED UPON BY, OR BE BINDING ON, THE PARTIES UNLESS MADE A
PART OF THIS LEASE BY A WRITTEN MODIFICATION SIGNED BY AN AUTHORIZED SIGNER OF
LESSEE AND AMPLICON.

LESSEE: /s/ G. M. Anderly               AMPLICON, INC. /s/ J. Kevin Adkins
       -----------------------------                  --------------------------
              (Signature)                                   (Signature)

This Lease is subject to acceptance by Amplicon's Finance Committee. By 
signing below, the signer certifies that he or she has read this Lease 
Agreement. INCLUDING THE REVERSE SIDE, has had an opportunity to discuss its 
terms with Amplicon, and is authorized to sign on behalf of Lessee. Until 
this Lease has been signed by an authorized signer of Amplicon, it will 
constitute a firm offer by Lessee.

          LESSEE/OFFERER                               AMPLICON, INC.
OFFER: NORTECH SYSTEM, INC.                   ACCEPTANCE:

By: /s/ G. M. Anderly                         By: /s/ J. Kevin Adkins
   -----------------------------------------     -------------------------------
Name:  G. M. Anderly                          Name:  J. Kevin Adkins
     ---------------------------------------       -----------------------------
Title:  Sr. V.P. Corporate Finance/Treasurer  Title:  Assistant Vice President
      --------------------------------------        ----------------------------
Date:  1/27/98                                Date:  2/19/98
     ---------------------------------------       -----------------------------

<PAGE>

[LOGO] AMPLICON FINANCIAL                                                LEASE
5 HUTTON CENTRE DRIVE, SUITE 500 - SANTA ANA, CALIFORNIA 92707          SCHEDULE
714.751-7551 - 800.755-5055 - FACSIMILE 714.751-7557             NO.     01
                                                                    ------------
--------------------------------------------------------------------------------
LESSEE                                  CONTACT
     NORTECH SYSTEMS, INC.                   GARY ANDERLY
--------------------------------------------------------------------------------
STREET                                  PHONE NO.
     641 E. Lake Street, Suite 244           (218) 751-0110
--------------------------------------------------------------------------------
CITY         STATE  COUNTY     ZIP      FACSIMILE NO.
     Wayzata  MN    Hennepin  55391          (218) 751-8662
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
THIS SCHEDULE IS ISSUED WITH RESPECT TO THE LEASE AGREEMENT ORDER NO. OL-10154
DATED 02/19/98.  All of the terms of the Lease Agreement are incorporated into
this Schedule as if fully reflected on the Schedule.  The terms of this Schedule
and the Lease Agreement combine to form an individual Lease with an independent
Term.

Any Deposit under this Schedule shall be returned to Lessee (without interest
thereon) if Amplicon does not accept this Schedule.  Upon acceptance of this
Lease by Amplicon any such Deposit shall be treated as a Transaction Fee earned
by Amplicon and unless otherwise specified herein shall not be applied to any
rentals or other payments due under the Lease.
<TABLE>
<CAPTION>
<S>                 <C>
Term (months)  :    Thirty Six (36)
Deposit        :    $14,663.19 (Applied to the Last Term Rental Payment)
Monthly Rent   :    $14,663.19 (Monthly Lease Rate Factor .0269)
Property       :    $545,000.00 +/- 10%
</TABLE>

     Quantity       Property Description          Serial #
     --------       --------------------          --------
PROPERTY MORE FULLY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART
HEREOF.



LESSEE HAS THE RIGHT TO QUIETLY ENJOY THE USE OF THE PROPERTY WITHOUT
INTERFERENCE BY AMPLICON OR ITS ASSIGNEE PROVIDED LESSEE IS IN COMPLIANCE WITH
THE TERMS OF THIS LEASE.

AT THE EXPIRATION OF THE TERM OR, IF EXTENDED PURSUANT TO SECTION 4 OF THE LEASE
AGREEMENT, AT THE EXPIRATION OF THE EXTENSION TERM LESSEE SHALL: (I) PURCHASE
THE PROPERTY FOR A MUTUALLY AGREEABLE PRICE; (II) PROMPTLY RETURN ALL, BUT NOT
LESS THAN ALL, OF THE PROPERTY ACCORDING TO THE TERMS AND CONDITIONS OF THIS
LEASE AND LEASE REPLACEMENT PROPERTY FROM AMPLICON WHICH HAS A COST EQUAL TO OR
GREATER THAN THE ORIGINAL COST OF THE PROPERTY; OR (III) EXTEND THE SCHEDULE FOR
A PERIOD OF ONE ADDITIONAL YEAR AT THE RENTAL RATE DELINEATED HEREIN.  WITH
RESPECT TO OPTIONS (I) AND (II), AMPLICON AND LESSEE SHALL HAVE ABSOLUTE
DISCRETION REGARDING THEIR AGREEMENT OR LACK OF AGREEMENT TO THE TERMS OF EITHER
SUCH ARRANGEMENT.  IF THE PARTIES HAVE NOT AGREED TO EITHER OPTION (I) OR OPTION
(II) BY THE EXPIRATION OF THE APPLICABLE TERM, THEN OPTION (III) SHALL PREVAIL.
AT THE END OF THE EXTENSION PROVIDED BY OPTION (III), THIS LEASE SHALL CONTINUE
SUBJECT TO TERMINATION BY EITHER LESSEE OR AMPLICON AT THE END OF ANY MONTH,
PROVIDED AT LEAST NINETY DAYS' PRIOR WRITTEN NOTICE IS DELIVERED TO THE OTHER
PARTY.
--------------------------------------------------------------------------------

THE INDIVIDUAL SIGNING BELOW CERTIFIES THAT HE OR SHE HAS READ THIS SCHEDULE
(INCLUDING THE TERMS ON THE REVERSE SIDE) AND THE LEASE AGREEMENT, AND IS
AUTHORIZED TO SIGN THIS SCHEDULE ON BEHALF OF LESSEE.

THIS SCHEDULE ALONG WITH THE LEASE AGREEMENT CONTAIN THE ENTIRE AGREEMENT
BETWEEN AMPLICON AND LESSEE WITH RESPECT TO THE SUBJECT MATTER HEREOF.  THIS
AGREEMENT CAN ONLY BE MODIFIED IN WRITING, WITH SUCH MODIFICATIONS SIGNED BY A
PERSON AUTHORIZED TO SIGN AGREEMENTS ON BEHALF OF LESSEE AND BY AN AUTHORIZED
SIGNER OF AMPLICON.  NO ORAL OR OTHER WRITTEN AGREEMENTS, REPRESENTATIONS OR
PROMISES SHALL BE RELIED UPON OR BE BINDING ON THE PARTIES UNLESS MADE A PART OF
THIS LEASE BY A WRITTEN MODIFICATION SIGNED BY AN AUTHORIZED SIGNER OF BOTH
LESSEE AND AMPLICON.


          LESSEE/OFFERER                               AMPLICON, INC.
OFFER: NORTECH SYSTEMS, INC.                  ACCEPTANCE:

Signature: /s/ G. M. Anderly                    Signature: /s/ J. Kevin Adkins
          ----------------------------------              ----------------------
Name:  G. M. Anderly                          Name:  J. Kevin Adkins
     ---------------------------------------       -----------------------------
Title:  Sr. V.P. Corporate Finance/Treasurer  Title:  Assistant Vice President
      --------------------------------------        ----------------------------
Date:  1/27/98                                Date:  2/19/98
     ---------------------------------------       -----------------------------

<PAGE>

                                     ADDENDUM "A"
                                   WITH RESPECT TO
                          LEASE AGREEMENT ORDER NO. OL-10154
                              AND LEASE SCHEDULE NO. 01


This Addendum is supplemental to and made a part of Lease Agreement Order No.
OL-10154, dated 2/19/98 (the "Agreement"), Lease Schedule No. 01, dated 2/19/98
and other related documents under the Agreement and Lease Schedule (collectively
the "Lease").  The parties to the Lease include Nortech Systems, Inc. ("Lessee")
and Amplicon, Inc. ("Amplicon").

Capitalized terms used in this Addendum without definition shall have the
meanings set forth in the Lease, unless specifically modified.  This Addendum is
to be construed as supplemental to, and a part of, the Lease.

Lessee and Amplicon acknowledge and agree that the Lease is hereby amended with
respect to Lease Schedule No. 01, as follows:

     SECTION H.  RETURN OF PROPERTY:

     Modify the first sentence by deleting the words:
     "pay to Amplicon an inspection, refurbishment and restocking fee equal to
     three percent of the property's original cost,"

In all other respects, the terms and conditions of the Lease, as originally
written, shall remain in full force and effect.  The Lease, as amended herein,
sets forth the entire and final understanding between the parties with respect
hereto.  The terms of this Addendum have been negotiated and jointly drafted by
Amplicon and Lessee and, therefore, the language of the Addendum shall not be
construed in favor or against either party.  The undersigned represent that they
have the authority to enter into the Lease, and that the same shall be legally
binding and enforceable on the respective principals.

IN WITNESS WHEREOF the parties hereto, by their authorized signatories, have
executed this Addendum at the date set forth below their respective signatures.

LESSEE:   Nortech Systems, Inc.                   Amplicon, Inc.
       --------------------------------------     ------------------------------
BY:  /s/ G. M. Anderly                           BY:   /s/ J. Kevin Adkins
     ----------------------------------------       ----------------------------
NAME:    G. M. Anderly                           NAME:  J. Kevin Adkins
     ----------------------------------------         --------------------------
TITLE:   Sr. V.P. Corporate Finance/Treasurer    TITLE: Assistant Vice President
      ---------------------------------------          -------------------------
DATE:    1/27/98                                 DATE:  02/19/98
     ----------------------------------------         --------------------------

<PAGE>

[LOGO] AMPLICON FINANCIAL                                                LEASE
5 HUTTON CENTRE DRIVE, SUITE 500 - SANTA ANA, CALIFORNIA 92707         SCHEDULE
714.751-7551 - 800.755-5055 - FACSIMILE 714.751-7557              NO.    02
                                                                     -----------
--------------------------------------------------------------------------------
LESSEE                                  CONTACT
     Nortech Systems, Inc.                   Gary Anderly
--------------------------------------------------------------------------------
STREET                                  PHONE NO.
     641 E. Lake Street, Suite 244           (218) 751-0110
--------------------------------------------------------------------------------
CITY           STATE   COUNTY    ZIP    FACSIMILE NO.
   Wayzata      MN    Hennepin  55391        (218) 751-8662
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
THIS SCHEDULE IS ISSUED WITH RESPECT TO THE LEASE AGREEMENT ORDER NO. OL-10154
DATED 02/19/98.  All of the terms of the Lease Agreement are incorporated into
this Schedule as if fully reflected on the Schedule.  The terms of this Schedule
and the Lease Agreement combine to form an individual Lease with an independent
Term.

Any Deposit under this Schedule shall be returned to Lessee (without interest
thereon) if Amplicon does not accept this Schedule.  Upon acceptance of this
Lease by Amplicon any such Deposit shall be treated as a Transaction Fee earned
by Amplicon and unless otherwise specified herein shall not be applied to any
rentals or other payments due under the Lease.

Term (months)  :    Forty Eight (48)
Deposit        :    $12,486.50 (Applied to the Last Term Rental Payment)
Monthly Rent   :    $12,486.50 (Monthly Lease Rate Factor .0221)
Property       :    $565,000.00 +/- 10%

     Quantity            Property Description               Serial #
     --------            --------------------               --------
PROPERTY MORE FULLY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART
HEREOF.



LESSEE HAS THE RIGHT TO QUIETLY ENJOY THE USE OF THE PROPERTY WITHOUT
INTERFERENCE BY AMPLICON OR ITS ASSIGNEE PROVIDED LESSEE IS IN COMPLIANCE WITH
THE TERMS OF THIS LEASE.

AT THE EXPIRATION OF THE TERM OR, IF EXTENDED PURSUANT TO SECTION 4 OF THE LEASE
AGREEMENT, AT THE EXPIRATION OF THE EXTENSION TERM LESSEE SHALL: (I) PURCHASE
THE PROPERTY FOR A MUTUALLY AGREEABLE PRICE; (II) PROMPTLY RETURN ALL BUT NOT
LESS THAN ALL, OF THE PROPERTY ACCORDING TO THE TERMS AND CONDITIONS OF THIS
LEASE AND LEASE REPLACEMENT PROPERTY FROM AMPLICON WHICH HAS A COST EQUAL TO OR
GREATER THAN THE ORIGINAL COST OF THE PROPERTY; OR (III) EXTEND THE SCHEDULE FOR
A PERIOD OF ONE ADDITIONAL YEAR AT THE RENTAL RATE DELINEATED HEREIN.  WITH
RESPECT TO OPTIONS (I) AND (II), AMPLICON AND LESSEE SHALL HAVE ABSOLUTE
DISCRETION REGARDING THEIR AGREEMENT OR LACK OF AGREEMENT TO THE TERMS OF EITHER
SUCH ARRANGEMENT.  IF THE PARTIES HAVE NOT AGREED TO EITHER OPTION (I) OR OPTION
(II) BY THE EXPIRATION OF THE APPLICABLE TERM, THEN OPTION (III) SHALL PREVAIL.
AT THE END OF THE EXTENSION PROVIDED BY OPTION (III), THIS LEASE SHALL CONTINUE
SUBJECT TO TERMINATION BY EITHER LESSEE OR AMPLICON AT THE END OF ANY MONTH,
PROVIDED AT LEAST NINETY DAYS' PRIOR WRITTEN NOTICE IS DELIVERED TO THE OTHER
PARTY.
--------------------------------------------------------------------------------
THE INDIVIDUAL SIGNING BELOW CERTIFIES THAT HE OR SHE HAS READ THIS SCHEDULE
(INCLUDING THE TERMS ON THE REVERSE SIDE) AND THE LEASE AGREEMENT, AND IS
AUTHORIZED TO SIGN THIS SCHEDULE ON BEHALF OF LESSEE.

THIS SCHEDULE ALONG WITH THE LEASE AGREEMENT CONTAIN THE ENTIRE AGREEMENT
BETWEEN AMPLICON AND LESSEE WITH RESPECT TO THE SUBJECT MATTER HEREOF.  THIS
AGREEMENT CAN ONLY BE MODIFIED IN WRITING, WITH SUCH MODIFICATIONS SIGNED BY A
PERSON AUTHORIZED TO SIGN AGREEMENTS ON BEHALF OF LESSEE AND BY AN AUTHORIZED
SIGNER OF AMPLICON.  NO ORAL OR OTHER WRITTEN AGREEMENTS, REPRESENTATIONS OR
PROMISES SHALL BE RELIED UPON OR BE BINDING ON THE PARTIES UNLESS MADE A PART OF
THIS LEASE BY A WRITTEN MODIFICATION SIGNED BY AN AUTHORIZED SIGNER OF BOTH
LESSEE AND AMPLICON.


     LESSEE/OFFEROR                               AMPLICON, INC.
OFFER: NORTECH SYSTEM, INC.                   ACCEPTANCE:

Signature: /s/ G. M. Anderly                  Signature: /s/ J. Kevin Adkins
          ----------------------------------            ------------------------
Name:  G. M. Anderly                          Name:  J. Kevin Adkins
     ---------------------------------------       -----------------------------
Title:  Sr. V.P. Corporate Finance/Treasurer  Title:  Assistant Vice President
      --------------------------------------        ----------------------------
Date:  1/27/98                                Date:  2/19/98
     ---------------------------------------       -----------------------------

<PAGE>

                                     ADDENDUM "A"
                                   WITH RESPECT TO
                          LEASE AGREEMENT ORDER NO. OL-10154
                              AND LEASE SCHEDULE NO. 02


This Addendum is supplemental to and made a part of Lease Agreement Order No.
OL-10154, dated 2/19/98 (the "Agreement"), Lease Schedule No. 02, dated 2/19/98
and other related documents under the Agreement and Lease Schedule (collectively
the "Lease").  The parties to the Lease include NORTECH SYSTEMS, INC. ("Lessee")
and Amplicon, Inc. ("Amplicon").

Capitalized terms used in this Addendum without definition shall have the
meanings set forth in the Lease, unless specifically modified.  This Addendum is
to be construed as supplemental to, and a part of, the Lease.

Lessee and Amplicon acknowledge and agree that the Lease is hereby amended with
respect to Lease Schedule No. 02, as follows:

     SECTION H.  RETURN OF PROPERTY:

     Modify the first sentence by deleting the words:
     "pay to Amplicon an inspection, refurbishment and restocking fee equal to
     three percent of the property's original cost,"

In all other respects, the terms and conditions of the Lease, as originally
written, shall remain in full force and effect.  The Lease, as amended herein,
sets forth the entire and final understanding between the parties with respect
hereto.  The terms of this Addendum have been negotiated and jointly drafted by
Amplicon and Lessee and, therefore, the language of the Addendum shall not be
construed in favor or against either party.  The undersigned represent that they
have the authority to enter into the Lease, and that the same shall be legally
binding and enforceable to the respective principals.

IN WITNESS WHEREOF the parties hereto, by their authorized signatories, have
executed this Addendum at the date set forth below their respective signatures.

LESSEE:   NORTECH SYSTEMS, INC.                   AMPLICON, INC.
       -------------------------------------      ------------------------------

BY:  /s/ G. M. Anderly                         BY: /s/ J. Kevin Adkins
     ---------------------------------------       -----------------------------
NAME:   G. M. Anderly                          NAME:    J. Kevin Adkins
     ---------------------------------------        ----------------------------
TITLE:  Sr. V.P. Corporate Finance/Treasurer  TITLE:   Assistant Vice President
      --------------------------------------        ----------------------------
DATE:   1/27/98                                DATE:    02/19/98
     ---------------------------------------        ----------------------------