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                                                                   EXHIBIT 10.46

                                 LEASE AGREEMENT

        This Lease made as of the 1ST day of August 1996, between UES,
Incorporated, 4401 Dayton-Xenia Road, Dayton, Ohio 45432-1894 (hereinafter
called the Lessor), and Signal Technology Laboratories, Inc. (hereinafter called
the Lessee).

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

        Approximately 5,500 square feet making up 20 offices 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(b).

        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 August 1996 and ending on the 31st day of July 1999.

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

               two payments of four thousand ($4,000) beginning on 1 August 1996
               and 34 payments of five thousand five hundred ($5,500) month
               starting on 1 October 1996 through 1 July 1999.

        *Note: The 1 October 1996 date is a target date for completion of
        changes and occupancy of new space. The rental increase from $4,000 to
        $5,500 will take effect when lessee takes occupancy of the modified
        offices.

        LEASEHOLD IMPROVEMENTS AND RENT CREDIT:

               The Lessee may make modifications to the leased space at its own
expense with approval of the lessor. The lessee will receive a rent credit of
$1,500 per month up to $15,000 (10 months) starting in October 1996 for the cost
of the modifications.

        THREE YEAR OPTION:

               The lessee, upon 60 day written notice prior to the expiration of
this lease, may extend the lease for an additional three year period. The


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lessor, at its option, may increase the rental cost up to a maximum of 3% per
year for the three additional years.

        SECURITY DEPOSIT:  No security deposit is required under this lease.

        COVENANTS OF LESSEE:

        1. And said Lessee does hereby covenant and agree with said Lessor 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, its 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, or be a nuisance or menace to other
               tenants in the building in which the demised premises are a part;

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           (h) promptly surrender the demised premises at the end of the term
               provided for above; and

        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);

           (b) provide janitorial and waste removal services in the Lessee's
               offices;

           (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, and
               conference areas on a non-interference basis with scheduled UES
               activities (in the case of conflicts in scheduling conference
               facilities, UES requirements will have priority but alternate
               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;

        MUTUAL COVENANTS

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

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

           (b) upon sixty (60) day written notice from the Lessee, the Lessor
               will provide up to 2,000 sq ft in Building 3 which will include
               office numbers 142, 145, 153, 154, 156, 157, 158, 159 and 160 at
               an additional cost of $1.20 per sq ft per month.

           (c) if requested additional rental space cannot be provided by the
               Lessor within the required notice period, the Lessee may
               terminate this lease 90 days from the date of notice without
               penalty;

           (d) 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
                     4391 Dayton-Xenia Rd
                     Dayton, OH  45432

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

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




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LESSOR:                                                  LESSEE:

UES, INC.                                                SIGNAL TECHNOLOGY
                                                         LABORATORIES, INC.

------------------------                                 -----------------------
/s/John J. Gruenwald                                     /s/Edward W. Stefanko
John J. Gruenwald                                        Edward W. Stefanko
Vice President, Finance                                  Secty/Treasurer

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                           ADDENDUM TO LEASE AGREEMENT

                                 1 October 1997

This agreement serves as an addendum to the 1 August 1996 lease agreement
between UES, INC., 4401 Dayton-Xenia Road, Dayton, OH 45432-1894 (hereinafter
called the Lessor), and Signal Technology Laboratories, Inc. (hereinafter called
the Lessee) is amended herewith.

WITNESSETH: That the Lessee desires to add one additional office, Room 160,
located in Building #3. This additional office will be at a cost of $150.00 per
month commencing with the November 1997 payment. The new monthly rate will be
$6220.00.


LESSOR:                                              LESSEE:

UES, INC.                                            SIGNAL TECHNOLOGY
                                                     LABORATORIES, INC.
----------------------------                         ---------------------------
/s/John J. 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

                                 1 October 1997

This agreement  serves  as an  addendum  to  the  1 August 1996  lease agreement
between UES, INC.,  4401 Dayton-Xenia Road,  Dayton, OH 45432-1894  (hereinafter
called the Lessor), and Signal Technology Laboratories, Inc. (hereinafter called
the Lessee) is amended herewith.

WITNESSETH: That the Lessee desires to add  two additional offices, Room 156 and
158, located  in  Building  #3.  This  additional  offices  will be at a cost of
$300.00  per  month  commencing  with  the October 1997 payment. Along with this
increase in office space, an additional  charge for air conditioning room 120 in
the amount of $120.00 per month will begin in October 1997. The new monthly rate
will be $6070.00.


LESSOR:                                      LESSEE:

UES, INC.                                    SIGNAL TECHNOLOGY
                                             LABORATORIES, INC.

---------------------------                  ----------------------------
/s/John J. 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

                                   1 July 1997

This  agreement  serves  as  an addendum  to  the  1 August 1996 lease agreement
between UES, INC.,  4401 Dayton-Xenia  Road,  Dayton, OH 45432-1894 (hereinafter
called the Lessor), and Signal Technology Laboratories, Inc. (hereinafter called
the Lessee) is amended herewith.

WITNESSETH:  That  the  Lessee  desires  to add one additional office, Room 154,
located in Building #3.  This  additional  office  space  will  be  at a cost of
$150.00  per  month  commencing with the July 1997 payment. The new monthly rate
will be $5650.00.


LESSOR:                                      LESSEE:

UES, INC.                                    SIGNAL TECHNOLOGY
                                             LABORATORIES, INC.

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




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