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                                                                   EXHIBIT 10.45

                                 LEASE AGREEMENT

        This  Lease  made as of the  26th day of  November  1996,  between  UES,
Incorporated,  4401  Dayton-Xenia  Road,  Dayton,  Ohio 45432-1894  (hereinafter
called the Lessor), and Engineering  Development Labs, Inc.  (hereinafter called
the Lessee).

        WITNESSETH:  That the Lessor does hereby  demise and let unto the Lessee
the following described Premises, to wit:

        Approximately  9,071  square  feet  of  offices,   storage,   and  light
electronic fabrication space in Lessor's Building 3 located at 4393 Dayton-Xenia
Road,  Dayton,  Ohio 45432.  Additional office space in the same building may be
added during the term of the lease as described in Paragraph 3(d).

        TO HAVE AND TO HOLD the same with the appurtenances, thereunto belonging
unto the said Lessee for and during the term of three (3) years beginning on the
1st day of December 1996 and ending on the 30th day of November 1999.

        BASE MONTHLY  RENT:  Yielding and paying  therefore,  payable in monthly
installments, as follows:

               twelve  payments of nine thousand seven hundred  eighty  ($9,780)
               due in  advance  on the  fist  day of  each  month  commencing  1
               December  1996 through 1 November  1997;  twelve  payments of ten
               thousand  ($10,000) due in advance on the first day of each month
               commencing  with 1 December 1997 through  November  1998;  twelve
               payments of ten  thousand two hundred and  twenty-five  ($10.225)
               due in advance on the first day of each month  commending  with 1
               December 1998 through 1 November 1999.

        SECURITY  DEPOSIT:  No  security  deposit is  required  for this  lease.
Previous  security  deposit  of six  thousand  dollars  ($6,000)  is  applied to
December 1996 Rent, making December 1996 rent $3,780.00.

        COVENANTS OF LESSEE:

        1. And said Lessee does hereby  covenant and agree with said Lessor




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that it will:

               (a)     pay said rent at the times and place in the manner
                       aforesaid;

               (b)     arrange for Lessee  employees to have proper DoD security
                       clearances  in  conformance  with UES  facility  security
                       procedures.  All security  activities will be coordinated
                       through the UES Security Officer. All Lessee visitors in
                       Building 3 will be subject to UES visitor control.

               (c)     conform to entry and exit procedures  established by UES
                       and their building security contractor;

               (d)     use and occupy said premises in a careful and proper
                       manner;

               (e)     make no  alterations,  changes  in  interior  design and
                       colors, or additions in or to said premises;

               (f)     by  execution of this Lease accept and agree to abide by
                       the building and parking area rules and regulations;

               (g)     throughout  the term of this  lease  and any  renewal  or
                       extension thereof,  at its expense,  keep the interior of
                       the demised  premises  and  fixtures  in good  condition.
                       Lessor,  at its sole discretion,  shall repair all damage
                       or injury to the premises and fixtures resulting from the
                       carelessness, omission, neglect or other cause of Lessee,
                       it servants,  employees, agents, visitors or licenses and
                       the cost thereof shall become  collectible  as additional
                       rent  hereunder and shall be paid by Lessee within the 10
                       days after  presentation  of  statement  thereof.  Lessee
                       shall not perform  acts or carry on any  practices  which
                       may injure the building or the premises, to be a nuisance
                       or menace to other  tenants in the  building in which the
                       demised premises are a part;

               (h)     be  responsible  to  comply  with  all  EPA   regulations
                       regarding the storage and disposal of hazardous materials
                       and  chemicals  and  remove all such  material  at end of
                       lease;

               (i)     promptly surrender the demised premises at the end of the
                       term provided for above.




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        COVENANTS OF LESSOR:

        2. And the Lessor on its part  covenants and agrees with the Lessee that
           it will:

               (a)    provide  all  utilities   including   heat,   light,   and
                      electrical   power  for  use  by  the  Lessee   (telephone
                      equipment and service will not be provided by Lessor);




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               (b)     provide UES dumpster for waste removal;

               (c)     maintain   the  demised   premises  in  good  repair  and
                       tenantable  condition  during  the  continuance  of  this
                       Lease,   expect  in  case  of  damage  arising  from  the
                       negligence of the Lessee or its agents or employees;

               (d)     provide fire and hazard  insurance for the leased offices
                       (but not including  any  furniture,  equipment,  or other
                       property of the lessee)  and provide  liability  coverage
                       for the  leased  office  space and  premises,  the lessee
                       employees  and  invited  guests  against  injury  or loss
                       caused  by  hazard  or  lessor  neglect  arising  out  of
                       occupancy of the leased facility;

               (e)     provide  use of  rest  rooms,  vending  machines,  lobby,
                       package receiving, electrical room for generator, limited
                       use  of  janitor's  room,  and  conference   areas  on  a
                       non-interference  basis with scheduled UES activities (in
                       the case of conflicts in schedule conference  facilities,
                       UES  requirements  will  have  priority  but  alternative
                       facilities will be provided);

               (f)     provide  one  unassigned  parking  space  in the  rear of
                       Building 3 for each 200 square  feet of leased  space and
                       Lessee visitor parking as available;

               (g)     provide  receptionist and visitor control services in the
                       main Building 3 lobby;

               (h)     provide building  modifications in accordance with Lessee
                       specifications  to add  interior  doors and  hardware for
                       ability to lock  Lessee's  space,  to screen  fabrication
                       area form hallway and design area,  and to add up to four
                       offices at Lessee's request during the lease term;

               (i)     provide,   subject  to  Lessee  reimbursement  for  cost,
                       installation of additional  electric circuits and outlets
                       and access to Lessor postage meter;

               (j)     provide up to one  hundred  fifty  (150)  square  feet of
                       space for conformal  coating and P.C.  board  cleaning in
                       Building 2.

        MUTUAL COVENANTS




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        3. It is mutually agreed by and between the Lessor and the Lessee that:

               (a)     if Lessee  shall pay rent as herein  provided,  and shall
                       keep,  observe and perform all of the other  covenants of
                       this Lease by it to be kept,  performance  and  observed,
                       the Lessee shall and may,  peaceably  and quietly,  have,
                       hold and enjoy the said premises for the term aforesaid;

               (b)     upon  notice  at  least  sixty  (60)  days  prior  to the
                       termination of the lease,  Lessee may elect to extend the
                       lease  for an  additional  two (2)  years  under the same
                       terms and conditions  except the monthly  payments may be
                       increased  by up to four  percent  (4.0%)  to  cover  any
                       increased  in  the  cost  of  Lessor's   rent   payments,
                       utilities, maintenance, insurance, and taxes.

               (c)     upon  seven  (7) day  written  notice,  the  Lessor  will
                       provide  janitorial  services for the leased space for an
                       increase in the monthly  rent  payments of five (5) cents
                       per square foot of rented space.

               (d)     upon  sixty (60) day  written  notice,  the  Lessor  will
                       provide similar additional non-contiguous office space in
                       the same building up to a total  additional  leased space
                       of  two  thousand  five  hundred   (2,500)   square  feet
                       (calculated by adding this useable space and a 17 percent
                       uplift  factor  for  common  areas)  at the  rental  rate
                       specified above;

               (e)     if requested  additional  rental space cannot be provided
                       by the Lessor  within the  required  notice  period,  the
                       Lessee may terminate this lease without penalty;

               (f)     any notice,  demand,  request,  or other instrument which
                       may be or are required to be given under this Lease shall
                       be delivered in Person or sent by United States Certified
                       Mail,  postage prepaid,  and shall be addressed (1) if to
                       the Lessor,  at the address first hereinabove given or at
                       such other address as the Lessor may designate by written
                       notice, and

                       (2)    if to the Lessee, attention:

                              Engineering Development Labs, Inc.
                              ATTN:  Edward W. Stefanko

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                              4391 Dayton-Xenia Road
                              Dayton, Ohio 45432

                       or any such other  address as the Lessee shall  designate
                       by written notice:

        (g) this lease supersedes any previous lease between the two parties and
all obligations of either party under any previous lease are hereby canceled.

LESSOR:                                       LESSEE:

UES, Inc.                                     Engineering Development Labs, Inc.

/s/John R. Gruenwald                          /s/Edward W. Stefanko
John J. Gruenwald                             Edward W. Stefanko
Vice President, Finance                              Executive Vice President

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                           ADDENDUM TO LEASE AGREEMENT

                                26 NOVEMBER 1996

This  agreement  serves as an addendum to the 26 November  1996 lease  agreement
between UES, INC. and Engineering Development Labs, Inc. (EDL)

The lessee hereby  increases  its rental space  comprising of offices at the UES
complex in Building 2, Room 13 and Building 3, Room 272.  According to the terms
of the lease, the additional rent will be $300.00 per month.  Total monthly rent
will be $10,080.00.

The term of the addendum  will be 1 November  1997 through the 30th day November
1997. On 1st December 1997, you rent will increase to $10,300.00,  in accordance
your original  lease dated 26 November 1996. On 1st December 1998, in accordance
with your original  lease,  your rent will increase to $10,525.00.  All payments
are to be made in advance of each month.


LESSOR:                                      LESSEE:

UES, INC.                                    ENGINEERING DEVELOPMENT LABS, INC.

------------------------                     -----------------------------------
/s/John J. Gruenwald                         /s/Edward W. Stefanko
John J. Gruenwald                            Edward E. Stefanko
Vice President, Finance                           Executive Vice President



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