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MASTER LEASE AGREEMENT
MELLON US LEASING

DATED AS OF DECEMBER 23, 1997

LESSOR:
Mellon US Leasing, a Division of Mellon Leasing Corporation

ADDRESS:
525 Market Street, Suite 3500
San Francisco, California 94105-2743

LESSEE:
MICRODYNE CORPORATION

ADDRESS:
3601 Eisenhower Avenue
Alexandria, VA 22304

                         TERMS AND CONDITIONS OF LEASE

The undersigned Lessee hereby requests Lessor to purchase the personal property
described in any Equipment Schedule hereunder (herein called "Equipment") from
the supplier(s) listed in any Equipment Schedule hereunder (herein called
"Vendor" and/or "Manufacturer", as applicable) and to lease the Equipment to
Lessee on the terms and conditions of the lease set forth below.

Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
Equipment upon the following terms and conditions:

1.  NO WARRANTIES BY LESSOR. Lessee has selected the Equipment and may have
    entered into certain purchase, licensing, or maintenance agreements with
    the Vendor and/or Manufacturer (herein referred to as an "Acquisition
    Agreement") covering the Equipment as further described in Paragraph 26
    hereof. If Lessee has entered into any Acquisition Agreement, each
    agreement shall provide for certain rights and obligations of the parties
    thereto with respect to the Equipment, and Lessee shall perform all of the
    obligations set forth in each Acquisition Agreement as if this lease did
    not exist. LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER
    WHATSOEVER, INCLUDING THE CONDITION OF THE EQUIPMENT, ITS MERCHANT ABILITY
    OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES
    THE EQUIPMENT "AS IS." LESSOR SHALL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE
    OR EXPENSE OF ANY KIND WHATSOEVER RELATING THERETO, INCLUDING WITHOUT
    LIMITATION ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
    ANY CHARACTER.

2.  CLAIMS AGAINST VENDOR AND/OR MANUFACTURER. If the Equipment is not properly
    installed, does not operate as represented or warranted by Vendor and/or
    Manufacturer, or is unsatisfactory for any reason, Lessee shall make any
    claim on account thereof solely against Vendor and/or Manufacturer pursuant
    to the Acquisition Agreement, if any, and shall, nevertheless, pay Lessor
    all rent payable under this lease. All warranties from Vendor and/or
    Manufacturer are, to the extent they are assignable, hereby assigned to
    Lessee for the term of this lease or until an Event of Default occurs
    hereunder, for Lessee's exercise at Lessee's expense. Lessee may directly
    inquire with Vendor and/or Manufacturer to receive an accurate and complete
    statement of such warranties, including any disclaimers or limitations of
    such warranties or of any remedies with respect thereto.

3.  VENDOR NOT AN AGENT. Lessee understands and agrees that neither Vendor, nor
    any sales representative or other agent of Vendor, is an agent of Lessor.
    Sales representatives or agents of Vendor, and persons that are not
    employed by Lessor (including brokers and agents) are not authorized to
    waive or alter any term or condition of this lease, and no representation
    as to the Equipment or any other matter by Vendor or any other person that
    is not employed by Lessor (including brokers and agents) shall in any way
    affect Lessee's duty to pay the rent and perform its other obligations as
    set forth in this lease.
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4.  NON-CANCELABLE LEASE. This lease and any Equipment Schedule hereto cannot
    be canceled or terminated except as expressly provided herein. Lessee
    agrees that its obligation to pay all rent and other sums payable hereunder
    and the rights of Lessor in and to such rent are absolute and unconditional
    and are not subject to any abatement, reduction, setoff, defense,
    counterclaim or recoupment due or alleged to be due to, or by reason of,
    any past, present or future claims which Lessee may have against Lessor,
    any assignee, any Manufacturer or Vendor, or against any person for any
    reason whatsoever.

5.  ORDERING EQUIPMENT. Lessee shall arrange for delivery of the Equipment so
    that it can be accepted in accordance with Paragraph 6 hereof within 90
    days after the date on which Lessor accepts Lessee's offer to enter into
    this lease with respect to any Equipment Schedule or by such other date as
    may be set forth in an Equipment Schedule or Approval Letter issued by
    Lessor as the Approval Expiration Date. Unless otherwise specified on the
    Equipment Schedule, Lessee shall be responsible for all transportation,
    packing, installation, testing and other charges in connection with the
    delivery, installation and use of the Equipment. Lessee hereby authorizes
    Lessor to insert in any Equipment Schedule hereunder the serial numbers and
    other identification data of Equipment when determined by Lessor.

6.  ACCEPTANCE. Lessee acknowledges that for purposes of receiving or accepting
    the Equipment from Vendor, Lessee is acting on Lessor's behalf. Upon
    delivery of the Equipment to Lessee and Lessee's inspection thereof, Lessee
    shall furnish Lessor a written statement (a) acknowledging receipt of the
    Equipment in good condition and repair and (b) accepting it as satisfactory
    in all respects for the purposes of this lease (the "Certificate of
    Acceptance"). Unless otherwise set forth in the applicable Equipment
    Schedule, the first day of the month following receipt and acceptance of
    the Equipment covered by an Equipment Schedule shall be the Rent
    Commencement Date therefor However, should Lessee have a previous lease
    with Lessor which is active at the time of acceptance of the Equipment
    under the Equipment Schedule and said lease and the current Equipment
    Schedule hereunder shall have the same invoice address then the Rent
    Commencement Date shall occur in the month immediately following acceptance
    of the Equipment on the rent payment due date established with Lessee for
    said previous active lease. Lessor is authorized to fill in on any
    Equipment Schedule hereunder the Rent Commencement Date in accordance with
    the foregoing.

7.  TERMINATION BY LESSOR. If, by the Approval Expiration Date, the Equipment
    described in any Equipment Schedule has not been delivered to Lessee and
    accepted by Lessee as provided in Paragraph 6 hereof, or if other
    conditions of Lessor's Approval Letter, if any, have not been met, then
    Lessor may, at its option, terminate this lease and its obligations
    hereunder with respect to such Equipment Schedule at any time after the
    expiration of such 90 days or any date after the Approval Expiration Date,
    as applicable. Lessor shall give Lessee written notice whether or not it
    elects to exercise such option within 10 days after Lessor's receipt of
    Lessee's written request for such notice.

8.  TERM. The term of this lease shall be comprised of an Interim Term and an
    Initial Term. The Interim Term shall commence on the date the Certificate
    of Acceptance is executed by Lessee (the "Acceptance Date") and terminate
    on the Rent Commencement Date.  The Initial Term of this lease shall begin
    on the Rent Commencement Date, and shall terminate on the later of (i) the
    last day of the last month of the Initial Term (as that Term is set forth
    in the applicable Equipment Schedule hereto) or (ii) the date Lessee
    fulfills all Lessee's obligations hereunder.

9.  RENTAL. The rental amount payable to Lessor by Lessee for the Equipment
    will be set forth in the Equipment Schedule(s) ("Rental Amount"). As the
    first rent payment for the Equipment, Lessee shall pay Lessor in
    immediately available funds on the Rent Commencement Date the sum of, (i)
    the Rental Amount, and (ii) Interim Rent in an amount equal to 1/30th of
    the Rental Amount times the number of days from and including the
    Acceptance Date through but excluding the Rent Commencement Date, and
    subsequent rent payments shall be due on the same day of each calendar
    period as indicated on the Equipment Schedule for the balance of the
    Initial Term. Rent payments shall be due whether or not Lessee has received
    any notice that such payments are due. All rent payments shall be paid to
    Lessor at its address set forth on the Equipment Schedule or as otherwise
    directed by Lessor in writing.

10. RENEWAL. If no default shall have occurred and be continuing, Lessee shall
    be entitled to renew this lease with respect to all, but not less than all,
    of the Equipment covered by an Equipment Schedule for a minimum 12 month
    period at an amount equal to the fair market rental value thereof, in use
    and operational, in the condition required by this lease, payable on a
    periodic basis, as mutually agreed by Lessor and Lessee ("Renewal Rent").
    Lessee must give Lessor written notice of its intention to exercise said
    option, which notice must be received by Lessor at least 90 days before
    expiration
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    of the Initial Term. The first installment of the Renewal Rent shall be due
    at expiration of the Initial Term of this lease.  Should Lessee fail to
    comply with the provisions described above covering renewal, upon
    expiration of the Initial Term, the term of this lease shall be
    automatically extended for a term of 3 months. Thereafter, the term of this
    lease will be extended for subsequent full month periods, on a month to
    month basis, until Lessee has given at least 90 days written notice
    terminating this lease. Such termination will take effect upon completion
    of all Lessee's obligations under this lease (including payment of all
    periodic rental payments due during such 90 day period, as provided in
    Paragraph 9 of this lease). At any time after the expiration of the Initial
    Term, if this lease has been automatically extended as set forth herein,
    Lessor reserves the fight to terminate this lease by 30 days written notice
    to Lessee.

11. LOCATION; INSPECTION; LABELS. The Equipment shall be delivered to and shall
    not be removed without Lessor's prior written consent from the "Equipment
    Location" shown on the related Equipment Schedule, or it none is specified,
    Lessee's billing address shown on the Equipment Schedule. Lessor shall have
    the right to inspect the Equipment at any reasonable time. If Lessor
    supplies Lessee with labels stating that the Equipment is owned by Lessor,
    Lessee shall affix such labels to and keep them in a prominent place on the
    Equipment.

12. REPAIRS; USE; ALTERATIONS. Lessee, at its own cost and expense, shall keep
    the Equipment in good repair and working order, in the same condition as
    when delivered to Lessee, reasonable wear and tear excepted, and in
    accordance with the manufacturers recommended specifications; shall use the
    Equipment lawfully; shall not alter the Equipment without Lessor's prior
    written consent, shall use the Equipment in compliance with any existing
    Manufacturer's service and warranty requirements and any insurance policies
    applicable to the Equipment and shall furnish all parts and servicing
    required therefor. All parts, repairs, additions, alterations and
    attachments placed on or incorporated into the Equipment which cannot be
    removed without damage to the Equipment shall immediately become part of
    the Equipment and shall be the property of the Lessor. Lessee will obtain
    and maintain all permits, licenses and registrations necessary to lawfully
    operate the facility where the Equipment is located.  Lessee shall comply
    with all applicable environmental and industrial hygiene laws, rules and
    regulations (including but not limited to federal, state, and local
    environmental protection, occupational, health and safety or similar laws,
    ordinances and restrictions). Lessee shall, not later than 5 days after the
    occurrence, provide Lessor with copies of any report required to be filed
    with governmental agencies regulating environmental claims. Lessee shall
    immediately notify Lessor in writing of any existing, pending or threatened
    investigation, inquiry, claim or action by any governmental authority in
    connection with any law, rule or regulation relating to industrial hygiene
    or environmental conditions that could affect the Equipment.

13. MAINTENANCE. If the Equipment is such that Lessee is not normally capable
    of maintaining it, Lessee, at its expense, shall enter into and maintain in
    full force and effect throughout the Initial Term, and any renewal term,
    Vendor and/or Manufacturer's standard maintenance contract, and shall
    comply with all its obligations thereunder. An alternate source of
    maintenance may be used with Lessor's prior written consent. Such consent
    shall be granted if, in Lessor's reasonable opinion, the Equipment will be
    maintained in an equivalent state of good repair, condition and working
    order.

14. SURRENDER. Provided that Lessee does not exercise the purchase option as
    set forth in Paragraph 28 hereof, upon the expiration of the Initial Term,
    or any renewal term, or upon demand by Lessor made pursuant to Paragraph 22
    of this lease, Lessee, at its expense, shall return all, but not less than
    all, of the Equipment by delivering it to such place or on board such
    carrier, packed for shipping, as Lessor may specify. Lessee agrees that the
    Equipment, when returned, shall be in the same condition as when delivered
    to Lessee, reasonable wear and tear excepted, and in a condition which will
    permit Lessor to be eligible for Manufacturer's standard maintenance
    contract without incurring any expense to repair or rehabilitate such
    Equipment. Lessee shall be liable for reasonable and necessary expenses to
    place the Equipment in such condition. Lessee shall remain liable for the
    condition of the Equipment until it is received and accepted at the
    destination designated by Lessor as set forth above. If any items of
    Equipment are missing or damaged when returned, such occurrence shall be
    treated as an event of Loss or Damage with respect to such missing or
    damaged items and shall be subject to the terms specified in Paragraph 15
    below. Lessee shall provide Lessor with a Letter of Maintainability from
    the Manufacturer of the Equipment, which letter shall state that the
    Equipment will be eligible for the Manufacturer's standard maintenance
    contract when sold or leased to a third party. Lessee shall give Lessor
    prior written notice that it is returning the Equipment as provided above,
    and such notice must be received by Lessor at least 90 days prior to such
    return. Should Lessee fail to comply with the provisions described above
    covering surrender, upon expiration of the Initial Term, the term of this
    lease shall be automatically extended for a term of 3 months. Thereafter,
    the term of this lease will be extended
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    for subsequent full month periods, on a month to month basis, until Lessee
    has given at least 90 days written notice terminating this lease. Such
    termination will take effect upon completion of all Lessee's obligations
    under this lease (including payment of all periodic rental payments due
    during such 90 day period, as provided in Paragraph 9 of this lease). At
    any time after the expiration of the Initial Term, if this lease has been
    automatically extended as set forth herein, Lessor reserves the right to
    terminate this lease by 30 days written notice to Lessee.

15. LOSS OR DAMAGE. Lessee shall bear the entire risk of loss, theft,
    destruction of or damage to the Equipment or any item thereof (herein "Loss
    or Damage') from any cause whatsoever. No Loss or Damage shall relieve
    Lessee of the obligation to pay rent or of any other obligation under this
    lease. In the event of Loss or Damage, Lessee, at the option of Lessor,
    shall: (a) place the same in good condition and repair; (b) replace the
    same with like equipment acceptable to Lessor in good condition and repair
    with clear title thereto in Lessor; or (c) pay to Lessor the total of the
    following amounts: (i) the total rent and other amounts due and owing at
    the time of such payment, plus (ii) an amount calculated by Lessor which is
    the present value at 5% per annum simple interest discount of all rent and
    other amounts payable by Lessee with respect to said item from date of such
    payment to date of expiration of its Initial Term, plus (iii) the
    "reversionary value" of the Equipment, which shall be determined by Lessor
    as the total cost of the Equipment less 60% of the total rent (net of
    sales/use taxes, if any) required to be paid pursuant to Paragraph 9. Upon
    Lessor's receipt of such payment, Lessee and/or Lessee's insurer shall be
    entitled to Lessor's interest in said item, for salvage purposes, in its
    then condition and location, 'as-is", without any warranty, express or
    implied.

16. INSURANCE. Lessee shall provide, maintain and pay for (a) all risk property
    insurance against the loss or theft of or damage to the Equipment, for the
    full replacement value thereof, naming Lessor as a loss payee, and (b)
    commercial general liability insurance (and if Lessee is a doctor, hospital
    or other health care provider, medical malpractice insurance). All such
    policies shall name Lessor as an additional insured and shall have combined
    single limits in amounts acceptable to Lessor. All such insurance policies
    shall be endorsed to be primary and non-contributory to any policies
    maintained by Lessor In addition Lessee shall cause Lessor to be named as
    an additional insured on any excess or umbrella policies purchased by
    Lessee. A copy of each paid-up policy evidencing such insurance
    (appropriately authenticated by the insurer) or a certificate of the
    insurer providing such coverage proving that such policies have been
    issued, providing the coverage required hereunder shall be delivered to
    Lessor prior to the Rent Commencement Date. All insurance shall be placed
    with companies satisfactory to Lessor and shall contain the insurer's
    agreement to give 30 days written notice to Lessor before cancellation or
    any material change of any policy of insurance.

17. TAXES. Lessee shall reimburse to Lessor (or pay directly if, but only if,
    instructed by Lessor) all charges and taxes (local, state and federal)
    which may now or hereafter be imposed or levied upon the sale, purchase,
    ownership, leasing, possession or use of the Equipment; excluding, however,
    all income taxes levied on (a) any rental payments made to Lessor
    hereunder, (b) any payment made to Lessor in connection with Loss or Damage
    to the Equipment under Paragraph 15 hereof, or (c) any payment made to
    Lessor in connection with Lessee's exercise of its purchase option under
    Paragraph 28 hereof.

18. LESSOR'S PAYMENT If Lessee fails to provide or maintain said insurance, to
    pay said taxes, charges and fees, or to discharge any levies, liens and
    encumbrances created by Lessee, Lessor shall have the right, but shall not
    be obligated, to obtain such insurance, pay such taxes, charges and fees,
    or effect such discharge. In that event, Lessee shall remit to Lessor the
    cost thereof with the next rent payment.

19. INDEMNITY. (a) General Indemnity. Lessee shall indemnify Lessor against and
    hold Lessor harmless from any and all claims, actions, damages, costs,
    expenses including reasonable attorneys' fees, obligations, liabilities and
    liens (including any of the foregoing arising or imposed under the
    doctrines of "strict liability" or "product liability" and including
    without limitation the cost of any fines, remedial action, damage to the
    environment and cleanup and the fees and costs of consultants and experts),
    arising out of the manufacture, purchase, lease, ownership, possession,
    operation, condition, return or use of the Equipment, or by operation of
    law, excluding however, any of the foregoing resulting from the gross
    negligence or willful misconduct of Lessor. Lessee agrees that upon written
    notice by Lessor of the assertion of such a claim, action, damage,
    obligation, liability or lien, Lessee shall assume full responsibility for
    the defense thereof. Lessee's choice of counsel shall be mutually
    acceptable to both Lessee and Lessor. This indemnity also extends to any
    environmental claims arising out of or relating to prior acts or omissions
    of any party whatsoever. The provisions of this paragraph shall survive
    termination of this lease with respect to events occurring prior to such
    termination. (b) Tax Indemnity. Lessee acknowledges that Lessor shall
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    be entitled to all tax benefits of ownership with respect to the Equipment
    (the "Tax Benefits"), including but not limited to, (i) the accelerated
    cost recovery deductions determined in accordance with Section 168(b)(1) of
    the Internal Revenue Code of 1986 for the Equipment based on the original
    cost of the Equipment to Lessor (ii) deductions for interest on any
    indebtedness incurred by Lessor to finance the Equipment and (iii) sourcing
    of income and losses attributable to this lease to the United States.
    Lessee represents that the Equipment shall be depreciable for Federal tax
    purposes utilizing the MACRS Recovery Period as set forth in the Equipment
    Schedule, with such depreciation commencing as of the date of Equipment
    acceptance by Lessee as set forth on the Certificate of Acceptance. Lessee
    agrees to take no action inconsistent with the foregoing or any action
    which would result in the loss, disallowance or unavailability to Lessor of
    all or any part of the Tax Benefits. Lessee hereby indemnities and holds
    harmless Lessor and its assigns from and against (i) the loss,
    disallowance, unavailability or recapture of all or any part of the Tax
    Benefits resulting from any action, statement, misrepresentation or breach
    of warranty or covenant by Lessee of any nature whatsoever including but
    not limited to the breach of any representations, warranties or covenants
    contained in this paragraph, plus (ii) all interest, penalties, fines or
    additions to tax resulting from such loss, disallowance, unavailability or
    recapture, plus (iii) all taxes required to be paid by Lessor upon receipt
    of the indemnity set forth in this paragraph. Any payments made by Lessee
    to reimburse Lessor for lost Tax Benefits shall be calculated (i) on the
    assumption that Lessor is subject to the maximum Federal Corporate Income
    Tax with respect to each year and that all Tax Benefits are currently
    utilized, and (ii) without regard to whether Lessor or any members of a
    consolidated group of which Lessor is also a member is then subject to any
    increase in tax as a result of the loss of Tax Benefits. For the purposes
    of this paragraph, "Lessor" includes for all tax purposes the consolidated
    taxpayer group of which Lessor is a part. (c) Payment. The amounts payable
    pursuant to this Paragraph 19 shall be payable upon demand of Lessor,
    accompanied by a statement describing in reasonable detail such claim,
    action, damage, cost, expense, fee, obligation, liability, lien or tax and
    setting forth the computation of the amount so payable, which computation
    shall be binding and conclusive upon Lessee, absent manifest error. The
    indemnities and assumptions of liabilities and obligations contained in
    this Paragraph 19 shall continue in full force and effect not withstanding
    the expiration or other termination of this Lease.

20. ASSIGNMENT Without Lessor's prior written consent, Lessee shall not assign,
    transfer, pledge, hypothecate or otherwise dispose of this lease, the
    Equipment, or any interest therein. Without Lessor's prior written consent,
    Lessee shall not sublet or lend the Equipment or permit it to be used by
    any one other than Lessee or Lessee's employees. Lessor may assign this
    lease in whole or in part without notice to Lessee. If Lessee is given
    notice of such assignment it agrees to acknowledge receipt thereof in
    writing. Each such assignee shall have all of the rights, but none of the
    obligations, of Lessor under this lease. Lessee shall not assert against
    assignee any defense, counterclaim or offset that Lessee may have against
    Lessor. Notwithstanding any such assignment, Lessor warrants that Lessee
    shall quietly enjoy use of the Equipment subject to the terms and
    conditions of this lease so long as Lessee is not in default hereunder.
    Subject to the foregoing, this lease inures to the benefit of and is
    binding upon the successors and assigns of the parties hereto.

21. DELINQUENT PAYMENTS. (a) Service Charge. Since it would be impractical or
    extremely difficult to fix Lessor's actual damages for collecting and
    accounting for a late payment, if any payment to Lessor required herein
    (including, but not limited to, rental, renewal, tax, purchase and other
    amounts) is not paid on or before its due date, Lessee shall pay to Lessor
    an amount equal to 5% of any such late payment. (b) Interest. Lessee shall
    also pay interest on any such late payment from the due date thereof until
    the date paid at the lesser of 18% per annum or the maximum rate allowed by
    law.

22. DEFAULT, REMEDIES. Any of the following shall constitute an Event of
    Default: If a) Lessee fails to pay when due any rent or other amount
    required herein to be paid by Lessee, or b) Lessee makes an assignment for
    the benefit of creditors, whether voluntary or voluntary, or c) a petition
    is filed by or against Lessee under any bankruptcy, insolvency or similar
    legislation, or d) Lessee violates or fails to perform any provision of
    either this lease or any Acquisition Agreement, or violates or fails to
    perform any covenant or representation made by Lessee herein, or e) Lessee
    makes a bulk transfer of furniture, furnishings, fixtures or other
    equipment or inventory, or f) Lessee ceases doing business as a going
    concern or terminates its existence, or g) Lessee consolidates with, merges
    with or into, or conveys or leases all or substantially all of its assets
    as an entirety to any person or engages in any other form of
    reorganization, or there is a change in the legal structure of Lessee, in
    each case which results, in the opinion of Lessor, in a material adverse
    change in Lessee's ability to perform its obligations under this lease, or
    h) any representation or warranty made by Lessee in this lease or in any
    other document or agreement furnished by Lessee to Lessor shall prove to
    have been false or misleading in
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    any material respect when made or when deemed to have been made, or i)
    Lessee shall be in default under any material obligation for the payment of
    borrowed money or the deferred purchase price of, or for the payment of any
    rent due with respect to, any real or personal property, or j) Lessee shall
    be in default under any other agreement now existing or hereafter made with
    Lessor or any of Lessors affiliates, or k) any event or condition described
    in the foregoing clauses (b), (c), (e), (f), (g), (h) (in clauses (g) and
    (h) substituting the phrase "guaranty or other credit support document" for
    the word "lease"), (i) or (j) shall have occurred with respect to any
    guarantor of, or other party liable in whole or in part for, Lessee's
    obligations hereunder, or such guarantor or other party shall have
    defaulted in the observance or performance of any covenant, condition or
    agreement to be observed or performed by it under the guaranty or other
    credit support document pursuant to which it is liable for Lessee's
    obligations hereunder, or such guaranty or other credit support document
    shall have been revoked or terminated or shall have otherwise ceased, for
    any reason, to be in full force and effect. An Event of Default with
    respect to any Equipment Schedule shall constitute an Event of Default for
    all Equipment Schedules. Lessee shall promptly notify Lessor of the
    occurrence of any Event of Default. If an Event of Default occurs, Lessor
    shall have the right to exercise any one or more of the following remedies
    in order to protect the interests and reasonably expected profits and
    bargains of Lessor: a) Lessor may terminate this lease with respect to all
    or any part of the Equipment, b) Lessor may recover from Lessee all rent
    and other amounts then due and as they shall thereafter become due
    hereunder, c) Lessor may take possession of any or all items of Equipment,
    wherever the same may be located, without demand or notice, without any
    court order or other process of law and without liability to Lessee for any
    damages occasioned by such taking of possession, and any such taking of
    possession shall not constitute a termination of this lease, d) Lessor may
    recover from Lessee, with respect to any and all items of Equipment, and
    with or without repossessing the Equipment the sum of (1) the total amount
    due and owing to Lessor at the time of such default, plus (2) an amount
    calculated by Lessor which is the present value at 5% per annum simple
    interest discount of all rent and other amounts payable by Lessee with
    respect to said item(s) from date of such payment to date of expiration of
    its Initial Term, plus (3) the "reversionary value" of the Equipment, which
    shall be determined by Lessor as the total cost of the Equipment less 60%
    of the total rent (net of sales/use taxes, if any) required to be paid
    pursuant to Paragraph 9, and which the parties agree is a reasonable
    estimate of such value; and upon the payment of all amounts described in
    clauses (1), (2) and (3) above, Lessee will become entitled to the
    Equipment AS IS, WHERE IS, without warranty whatsoever; provided, however,
    that if Lessor has repossessed or accepted the surrender of the Equipment,
    Lessor shall sell, lease or otherwise dispose of the Equipment in a
    commercially reasonable manner, with or without notice and on public or
    private bid, and apply the net proceeds thereof (after deducting all
    expenses, including attorneys' fees incurred in connection therewith), to
    the sum of (1), (2) and (3) above, and e) Lessor may pursue any other
    remedy available at law or in equity, including but not limited to seeking
    damages or specific performance and/or obtaining an injunction. No right or
    remedy herein conferred upon or reserved to Lessor is exclusive of any
    right or remedy herein or by law or equity provided or permitted; but each
    shall be cumulative of every other right or remedy given hereunder or now
    or hereafter existing at law or in equity or by statute or otherwise, and
    may be enforced concurrently therewith or from time to time, but Lessor
    shall not be entitled to recover a greater amount in damages than Lessor
    could have gained by receipt of Lessee's full, timely and complete
    performance of its obligations pursuant to the terms of this lease plus
    accrued delinquent payments under Paragraph 21.

23. LESSOR'S EXPENSE. Lessee shall pay Lessor all costs and expenses, including
    attorneys' fees and the fees of collection agencies, incurred by Lessor in
    enforcing any of the terms, conditions, or provisions hereof or in
    protecting Lessor's rights herein.  Lessee's obligation hereunder includes
    all such costs and expenses expended by Lessor (a) prior to filing of an
    action, (b) in connection with an action which is dismissed, and (c) in the
    enforcement of any judgment. Lessee's obligation to pay Lessor's attorneys'
    fees incurred in enforcing any judgment is a separate obligation of Lessee,
    severable from Lessee's other obligations hereunder, which obligation will
    survive such judgment and will not be deemed to have been merged into such
    judgment.

24. OWNERSHIP; PERSONAL PROPERTY. The Equipment shall at all times remain the
    property of Lessor and Lessee shall have no right, title or interest
    therein or thereto except as expressly set forth in this lease and the
    Equipment shall at all times be and remain personal property
    notwithstanding that the Equipment or any part thereof may now be, or
    hereafter become, in any manner, affixed or attached to real property or
    any improvements thereon.

25. NOTICES. Service of all notices under this lease shall be sufficient if
    given personally or mailed to the respective party at its address set forth
    on any Equipment Schedule, or at such address as either party may provide
    in writing from
<PAGE>   7
    time to time. Any such notice mailed to said address shall be effective
    when deposited in the United States mail, duly addressed and with postage
    prepaid.

26. ACQUISITION AGREEMENTS. If the Equipment is subject to any Acquisition
    Agreement, Lessee, as part of this lease, transfers and assigns to Lessor
    all of its rights, but none of its obligations (except for Lessee's
    obligation to pay for the Equipment conditioned upon Lessee's acceptance in
    accordance with Paragraph 6), in and to the Acquisition Agreement,
    including but not limited to the right to take title to the Equipment.
    Lessee shall indemnify and hold Lessor harmless in accordance with
    Paragraph 19 from any liability resulting from any Acquisition Agreement as
    well as liabilities resulting from any Acquisition Agreement Lessor is
    required to enter into on behalf of Lessee or with Lessee for purposes of
    this lease.

27. UPGRADES. Any existing lease between Lessor and Lessee subject to an
    "upgrade" program shall continue in full force and effect and shall be kept
    free of default by Lessee (even if the Equipment covered by the existing
    lease is sold, traded-in, etc.) until any such existing lease is canceled
    by Lessor when, if applicable, the new Equipment is accepted by Lessee for
    all purposes of this lease.

28. PURCHASE OPTION. If no default shall have occurred and be continuing,
    Lessee shall be entitled, at its option upon written notice to Lessor,
    which notice must be received by Lessor at least 90 days prior to the end
    of either the Initial Term or any renewal term of any Equipment Schedule,
    to purchase all, but not less than all, of the Equipment covered by such
    Equipment Schedule from Lessor at the end of the Initial Term or any
    renewal term for such Equipment Schedule at a purchase price equal to the
    then fair market value of the Equipment in use and operational, in the
    condition required by this lease, as mutually agreed by Lessor and Lessee.
    On a date which is no later than the expiration date of the Initial Term or
    any renewal term, as applicable, Lessee shall pay to Lessor the purchase
    price for the Equipment covered by such Equipment Schedule (plus any taxes
    levied thereon) and Lessor shall sell the Equipment "as-is where-is"
    without any warranties express or implied.

29. RELATED EQUIPMENT SCHEDULES. In the event that any Equipment Schedule
    hereunder shall include Equipment that may become attached to, affixed to,
    or used in connection with Equipment covered under another Equipment
    Schedule hereunder ("Related Equipment Schedule"), Lessee acknowledges the
    following: (a) if Lessee elects to exercise a purchase option or renewal
    option under any Equipment Schedule, if provided; or (b) if Lessee elects
    to return the Equipment under any Equipment Schedule as described in
    Paragraph 14, then Lessor, at its discretion, may require the similar
    disposition of all Related Equipment Schedules as provided for by this
    lease.

30. MISCELLANEOUS. This instrument and any Approval Letter issued by Lessor and
    any Equipment Schedule hereunder constitutes the entire agreement between
    Lessor and Lessee, and shall not be amended, altered or changed except by a
    written agreement signed by the parties hereto, and in the case of Lessor,
    such agreement shall not be valid unless executed by Lessor at Lessor's
    home off ice. To the extent any provision of this lease may be determined
    to be invalid or unenforceable, it shall be ineffective without affecting
    the other provisions of this lease. To the extent permitted by applicable
    law, Lessee hereby waives any provisions of law which render any provision
    of this lease unenforceable in any respect. Unless specified otherwise, in
    the event such written agreement is attached to and made a part of an
    Equipment Schedule, the terms and conditions of said written agreement
    shall apply only to said Equipment Schedule and shall not apply to any
    other Equipment Schedule made a part of this lease. In the event Lessee
    issues a purchase order to Lessor covering Equipment to be leased
    hereunder, it is agreed that such purchase order is issued for purposes of
    authorization and Lessee's internal use only, and none of its terms and
    conditions shall modify the terms and conditions of this lease and/or
    related documentation, or affect Lessor's responsibility to Lessee as
    defined in this lease. An executed Equipment Schedule that incorporates by
    reference the terms of this Master Lease Agreement, marked "Original,"
    shall be the original of this lease for the Equipment described therein for
    all purposes. All other executed counterparts of this lease shall be marked
    "Duplicate." To the extent this lease constitutes chattel paper, as such
    term is defined in the Uniform Commercial Code of the applicable
    jurisdiction, no security interest in this lease may be created through the
    transfer of possession of any counterpart other than the Original of this
    lease. Lessor reserves the right to charge Lessee fees for its provision of
    additional administrative services related to this lease requested by
    Lessee. Lessee shall provide Lessor with such corporate resolutions,
    opinions of counsel, financial statements, and other documents (including
    documents for filing or recording) as Lessor may request from time to time.
    LESSEE HEREBY APPOINTS LESSOR OR ITS ASSIGNEE ITS TRUE AND LAWFUL ATTORNEY
    IN FACT TO EXECUTE ON BEHALF OF LESSEE ALL UNIFORM COMMERCIAL CODE
<PAGE>   8
    FINANCING STATEMENTS OR OTHER DOCUMENTS WHICH, IN LESSOR'S DETERMINATION,
    ARE NECESSARY TO SECURE LESSOR'S INTEREST IN SAID EQUIPMENT. The filing of
    UCC Financing Statements is precautionary and shall not be evidence that
    this lease is intended as security. If for any reason this agreement is
    determined not to be a lease, Lessee hereby grants Lessor a security
    interest in this lease, the Equipment or collateral pertaining thereto and
    the proceeds thereof, including release, sale or disposition of the
    Equipment or other collateral. If more than one Lessee is named in this
    lease, the liability of each shall be joint and several. Time is of the
    essence with respect to this lease. Lessee represents and warrants that the
    Equipment is being leased hereunder for business purposes. The descriptive
    headings which are used in this lease are for convenience of the parties
    only and shall not affect the meaning of any provision of this lease. Any
    failure of the Lessor to require strict performance by the Lessee or any
    waiver by Lessor of any provision herein shall not be construed as a
    consent or waiver of any other breach of the same or of any other
    provision. This agreement shall be governed by the laws of the state of
    California (without giving effect to principles of conflicts of law
    thereof).

31. LESSEE'S REPRESENTATIONS; WAIVER OF JURY TRIAL. Lessee represents and
    warrants, as of the date of this lease: (a) Lessee is duly organized,
    validly existing and in good standing under the laws of the state of its
    incorporation or organization, and is duly qualified to do business
    wherever necessary to carry on its present business and operations and to
    own its property; (b) this lease (and any Equipment Schedule entered into
    pursuant to this lease) has been duly authorized by all necessary action on
    the part of Lessee, duly executed and delivered by authorized officers or
    agents of Lessee, does not require any further shareholder or partner
    approval, does not require the approval of, or the giving notice to, any
    federal, state, local or foreign governmental authority, does not
    contravene any law binding on Lessee or contravene any certificate or
    articles of incorporation or by-laws or partnership certificate or
    agreement, or any agreement, indenture or other instruments to which Lessee
    is a party or by which it or any of its assets or property may be bound;
    (c) this lease (and any Equipment Schedule entered into pursuant to this
    lease) constitutes the legal, valid and binding obligation of Lessee and is
    enforceable in accordance with its terms; (d) all credit and financial
    information, and all other information submitted to Lessor at any time is
    true and correct, and there does not exist any pending or threatened action
    or proceeding before any court or administrative agency which might
    materially adversely affect Lessee's financial condition or operations; (e)
    Lessee agrees to furnish to Lessor (i) as soon as available, and in any
    event within 120 days after the last day of each fiscal year of Lessee, a
    copy of the financial statements of Lessee as of the end of such fiscal
    year, certified by an independent certified public accounting firm; (ii) as
    soon as available, and in any event within 60 days after the last day of
    each quarter of Lessee's fiscal year, a copy of quarterly financial
    statements certified by the principal financial officer of Lessee; and
    (iii) such additional information concerning Lessee as Lessor may
    reasonably request. LESSEE AND LESSOR HEREBY WAIVE THE RIGHT TO TRIAL BY
    JURY OF ANY MATTERS ARISING OUT OF THIS LEASE OR ANY OTHER AGREEMENT
    EXECUTED IN CONNECTION HEREWITH.

32. GOOD FAITH DEPOSIT REQUIREMENT Lessee agrees, with respect to each
    transaction, to pay the Good Faith Deposit specified in Lessor's proposal
    for such transaction or in the Equipment Schedule related thereto. This
    Good Faith Deposit is given in consideration for Lessor's costs and
    expenses in investigating and appraising and/or establishing credit for
    Lessee. This Good Faith Deposit shall not be refunded unless Lessor
    declines to accept Lessee's offer to enter into this lease. Upon Lessor's
    acceptance of Lessee's offer to enter into this lease, unless otherwise
    specified in the proposal or Equipment Schedule, the amount shall be
    applied to the first period's rent payment. Lessee acknowledges that
    Lessor's act of depositing any Good Faith Deposit into Lessor's bank
    account shall not in itself constitute Lessor's acceptance of Lessee's
    offer to enter into this lease.

IN WITNESS WHEREOF, the parties have executed this Master Lease Agreement
effective as of the first date it is executed by Lessee below.


Mellon US Leasing, a Division of Mellon Leasing Corporation
(LESSOR)

Name  /s/ Authorized Signature

Title  Mellon U.S. Leasing

<PAGE>   9
HOME OFFICE: 525 MARKET STREET, Suite 3500
SAN FRANCISCO, CA 94105-2743 (415) 538-7100


MICRODYNE, CORPORATION
(LESSEE)
TITLE    VP, CFO
DATE 1 2 / 2 3 / 97
By       /s/ M. Safavi
Massoud Safavi


Not valid unless executed by Lessor at Lessor's home office.
LMS-139 (Rev.03/97)