INDUSTRIAL LEASE
                                     (Gross)


1. PARTIES: This Lease, dated, for reference purposes only, December 12, 1995 is
made by and between Five K Investments  (herein  called  "Lessor") and Antenna's
America, Inc. (herein called "Lessee").
2.  PREMISES:  Lessor  hereby leases to Lessee and Lessee leases from Lessor for
the term, at the rental,  and upon all of the conditions set forth herein,  that
certain real  property  situated in the County of  Jefferson  State of Colorado,
commonly known as 4880 Robb Street,  Units 1 and 2,  Wheatridge,  Colorado 80033
and described as Approximately 5,100 Square Feet Office and Warehouse. Said real
property including the land and all improvements  thereon, is herein called "the
Premises".
3. TERM:
     3.1 Term: The term of this Lease shall be for Two(2) years and one (1) year
option to renew  commencing on February 15, 1996 and ending on February 14, 1998
unless sooner terminated pursuant to any provision hereof.
     3.2 Delay in Commencement:  Notwithstanding  said commencement date, if for
any reason  Lessor cannot  deliver  possession of the Premises to Lessee on said
date,  Lessor  shall not be subject to any  liability  therefor,  nor shall such
failure affect the validity of this Lease or the obligations of Lessee hereunder
or extend the term hereof, but in such case Lessee shall not be obligated to pay
rent until possession of the Premises is tendered to Lessee; provided,  however,
that if Lessor shall not have delivered  possession of the Premises within sixty
(60) days from said commencement date, Lessee may, at Lessee's option, by notice
in writing to Lessor  within ten (10) days  thereafter,  cancel this  Lease,  in
which event the parties shall be discharged from all obligations  hereunder.  If
Lessee  occupies the Premises prior to said  commencement  date,  such occupancy
shall be subject to all provisions hereof,  such occupancy shall not advance the
termination  date,  and  Lessee  shall pay rent for such  period at the  initial
monthly rates set forth below.
4.  RENT:  Lessee  shall pay to Lessor as rent for the  Premises  equal  monthly
payments of  $2,337.56 , in advance,  on the 1st.  day of each month of the term
hereof.  Lessee shall pay Lessor upon the execution hereof $1,252.20 as rent for
15 days in February (See Rent Provision breakdown in Section 16.31) Rent for any
period  during the term  hereof  which is for less than one month shall be a pro
rata portion of the monthly  installment.  Rent shall be payable in lawful money
of the United  States to Lessor at the  address  stated  herein or to such other
persons or at such other places as Lessor may designate in writing.
5. SECURITY  DEPOSIT:  Lessee has on deposit with Lessor upon  execution  hereof
$2,337.56 as security for Lessee's faithful  performance of Lessee's obligations
hereunder.  If  Lessee  fails to pay rent or other  charges  due  hereunder,  or
otherwise defaults with respect to any provisions of this Lease, Lessor may use,
apply or retain all or any  portion of said  deposit for the payment of any rent
or other  charge in default or for the payment of any other sum to which  Lessor
may become obligated by reason of Lessee's default,  or to compensate Lessor for
any loss or damage which Lessor may suffer thereby. If Lessor so uses or applies
all or any  portion of said  deposit,  Lessee  shall  within ten (10) days after
written  demand  therefor  deposit cash with Lessor in an amount  sufficient  to
restore said deposit to the full amount  hereinabove stated and Lessee's failure
to do so shall be a material breach of this Lease.  Lessor shall not be required
to keep said deposit separate from its general accounts.  If Lessee performs all
of Lessee's obligations  hereunder,  said deposit, or so much thereof as has not
theretofore  been  applied  by Lessor,  shall be  returned,  without  payment of
interest or other increment for its use, to Lessee (or, at Lessor's  option,  to
the last assignees, if any, of Lessee's interest hereunder) at the expiration of
the  term  hereof,  and  after  Lessee  has  vacated  the  Premises.   No  trust
relationship  is created  herein  between Lessor and Lessee with respect to said
Security deposit.

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6. USE:
     6.1 Use: The Premises shall be used and occupied only for Office, Showroom,
Storage Warehouse and assembly and for no other purpose.
     6.2 Compliance with Law:
     (a) Lessor warrants to Lessee that the Premises, in its existing state, but
without  regard  to the use for which  Lessee  will use the  Premises,  does not
violate any applicable  building code,  regulation or ordinance at the time this
lease is executed.  In the event it is  determined  that this  warranty has been
violated,  then it shall be the  obligation of the lessor,  after written notice
from Lessee,  to promptly,  at the Lessor's  sole cost and expense,  rectify any
such  violation.  In the event Lessee does not give to Lessor  written notice of
the violation of this warranty  within 1 year from the  commencement of the term
of this Lease, it shall be conclusively deemed that such violation did not exist
and the correction of the same shall be the obligation of the Lessee.
     (b) Except as provided in  paragraph  6.2 (a),  Lessee  shall,  at Lessee's
expense,  comply  promptly  with all  applicable  statutes,  ordinances,  rules,
regulations,  orders,  restrictions of record, and requirements in effect during
the term or any part of the term hereof  regulating  the use by Lessee of the P.
remises.  Lessee shall not use  nor permit the use of the Premises in any manner
that will tend to create waste or a nuisance or, if there shall be more than one
tenant in the building containing the Premises, shall tend to disturb such other
tenants.
     6.3  Condition of Premises:  Except as provided in paragraph 6.2 (a) Lessee
hereby  accepts the Premises in their  condition  existing as of the date of the
execution hereof, subject to all applicable zoning, municipal,  county and state
laws,  ordinances  and  regulations  governing  and  regulating  the  use of the
Premises,  and accepts this lease subject  thereto and to all matters  disclosed
thereby arid by any exhibits attached hereto.  Lessee  acknowledges that neither
lessor nor  Lessor's  agent has made any  representation  or  warranty as to the
suitability of the Premises for the conduct of Lessee's business.

7. MAINTENANCE REPAIRS AND ALTERATIONS:

     7.1 Lessor's  Obligations:  Subject to the provisions of Paragraphs  6.2(a)
and 9 and  except for  damage  caused by any  negligent  or  intentional  act or
omission  of Lessee,  Lessee's  agents,  employees,  or  invitees in which event
Lessee shall repair the damage,  Lessor, at Lessor's expense, shall keep in good
order,  condition and repair the  foundations,  exterior  walls and the exterior
roof of the  Premises.  Lessor  shall not,  however,  be obligated to paint such
exterior,  not shall  Lessor be  required to maintain  the  interior  surface of
exterior walls,  windows,  doors or plate glass. Lessor shall have no obligation
to make repairs under this  Paragraph 7.1 until a reasonable  time after receipt
of  written  notice of the need for such  repairs. Lessee  expressly  waives the
benefits of any statute now or hereafter in effect which would otherwise  afford
Lessee the right to make repairs at Lessor's  expense or to terminate this Lease
because of Lessor's  failure to keep the Premises in good order,  condition  and
repair.

     7.2 Lessee's Obligations:
     (a) Subject to the  provisions  of Paragraph  6.2(a),  7 and 9, Lessee,  at
Lessee's  expense,  shall keep in good order,  condition and repair the Premises
and every part  thereof  (whether or not the damaged  portion of the Premises or
the means of repairing the same are reasonably or readily  accessible to Lessee)
including,  without  limiting the  generality  of the  foregoing,  all plumbing,
heating, air- conditioning,  ventilating, electrical and lighting facilities and
equipment within the Premises,  fixtures, interior walls and interior surface of
exterior walls, ceilings,  windows,  doors, plate glass, and skylights,  located
within the Premises,  and all landscaping,  driveways,  parking lots, fences and
signs  located in the Premises and all  sidewalks  and parkways  adjacent to the
Premises. Lessee expressly waives the benefits of any statute now or hereinafter
in effect  which  would  otherwise  afford  Lessee the right to make  repairs at
Lessor's  expense or to terminate this Lease because of Lessor's failure to keep
the Premises in good order, condition and repair.

                                                                      [initials]


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     (b) if Lessee fails to perform  Lessee's  obligations  under this Paragraph
7.2,  Lessor may at Lessor's option enter upon the Premises after 10 days' prior
written notice to Lessee, and put the same in good order,  condition and repair,
and the cost thereof together with interest thereon at the rate of 10% per annum
shall be due and payable as  additional  rent to Lessor  together  with Lessee's
next rental installment.
     (c) On the last  day of the  term  hereof,  or on any  sooner  termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
broom clean, ordinary wear and tear excepted,  Lessee shall repair any damage to
the Premises  occasioned by the removal of its trade  fixtures,  furnishings and
equipment pursuant to Paragraph 7.3(d),  which repair shall include the patching
and filling of holes and repair of structural damage.

     7.3 Alterations and Additions:
     (a) Lessee  shall not,  without  Lessor's  prior  written  consent make any
alterations,  improvements,  additions, or utility installations in, on or about
the Premises, except for nonstructural alterations not exceeding $1,000 in cost.
As used in this  Paragraph  7.3 the term "Utility  Installation"  shall mean bus
ducting, power panels, wiring,  fluorescent fixtures,  space heaters,  conduits,
airconditioning  and plumbing.  Lessor may require that Lessee remove any or all
of said  alterations,  improvements,  additions or Utility  Installations at the
expiration  of the term,  and  restore the  Premises  to their prior  condition.
Lessor may require Lessee to provide Lessor,  at Lessee's sole cost and expense,
a lien and  completion  bond in an amount  equal to one and  one-half  times the
estimated cost of such improvements,  to insure Lessor against any liability for
mechanic's and materialmen's  liens and to insure completion of the work. Should
Lessee make any alterations,  improvements,  additions or Utility  Installations
without the prior approval of Lessor,  Lessor may require that Lessee remove any
or all of such.
     (b) Any alterations,  improvements,  additions or Utility Installations in,
or about the Premises  that Lessee  shall desire to make and which  requires the
consent  of the  Lessor  shall be  presented  to Lessor in  written  form,  with
proposed  detailed  plans. If Lessor shall give its consent the consent shall be
deemed  conditioned  upon Lessee  acquiring  a permit to do so from  appropriate
governmental  agencies,  the furnishing of a copy thereof to Lessor prior to the
commencement  of the work and the compliance by Lessee of all conditions of said
permit in a prompt and expeditious manner.
     (c) Lessee shall pay, when due, all claims for labor or materials furnished
or  alleged  to  have  been  furnished  to or for  Lessee  at or for  use in the
Premises,  which claims are or may be secured by any mechanic's or materialmen's
lien against the Premises or any interest therein.  Lessee shall give Lessor not
less than ten (l0) days'  notice  prior to the  commencement  of any work in the
Premises,  and Lessor shall have the right to post demand, then Lessee shall, at
its sole  expense  defend  itself and Lessor  against the same and shall pay and
satisfy  any such  adverse  judgment  that may be  rendered  thereon  before the
enforcement thereof against the Lessor or the Premises,  upon the condition that
if  Lessor  shall  require,  Lessee  shall  furnish  to  Lessor  a  surety  bond
satisfactory  to Lessor  in an amount  equal to  such  contested  lien  claim or
demand  indemnifying  Lessor  against  liability  for the same and  holding  the
Premises  free from the effect of such lien or claim.  In  addition,  Lessor may
require Lessee to pay Lessor's attorneys fees and costs in participating in such
action if Lessor shall decide it is to its best interest to do so.
     (d) Unless Lessor requires their removal, as set forth in Paragraph 7.3(a),
all alterations,  improvements,  additions and Utility installations (whether or
not such Utility Installations  constitute trade fixtures of Lessee),  which may
be made on the Premises, shall become the property of Lessor and remain upon and
be surrendered with the Premises at the expiration of the term.  Notwithstanding
the provisions of this Paragraph 7.3(d), Lessee's machinery and equipment, other
than that which is affixed to the Premises so that it cannot be removed  without
material damage to the Premises,  shall remain the property of Lessee and may be
removed by Lessee subject to the provisions of Paragraph 7.2(c).

                                                                       [initials

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8. INSURANCE; INDEMNITY:

     8.1 Liability Insurance:  Lessee shall, at Lessee's expense obtain and keep
in force during the term of this Lease a policy of Combined Single Limit, Bodily
Injury and Property  Damage  Insurance  insuring  Lessor and Lessee  against and
liability  arising out of the  ownership,  use,  occupancy of maintenance of the
Premises and all areas appurtenant  thereto.  Such insurance shall be a combined
single  limit  policy in an amount  not less than  $500,000.  The  policy  shall
contain cross liability  endorsements and shall insure  performance by Lessee of
the indemnity provisions of this Paragraph 8. The limits of said insurance shall
not,  however,  limit the liability of Lessee  hereunder.  In the event that the
Premises  constitute a part of a larger  property  said  insurance  shall have a
Lessor's Protective Liability endorsement attached thereto. If Lessee shall fail
to procure and maintain said insurance Lessor may, but shall not be required to,
procure  and   maintain  the  same,  but at the  expense  of  Lessee.  Not  more
frequently  than each 5 years,  if, in the  reasonable  opinion of  Lessor,  the
amount of liability  insurance required hereunder is not adequate,  Lessee shall
increase said insurance coverage as required by Lessor. Provided,  however, that
in no event shall the amount of the  liability  insurance  increase be more than
fifty percent greater than the amount thereof during the preceding five years of
the term of this Lease. However, the failure of Lessor to require any additional
insurance  coverage shall not be deemed to relieve  Lessee from any  obligations
under this Lease.

     8.2 Property Insurance:
     (a) Lessor  shall  obtain and keep in force during the term of this Lease a
policy or policies of insurance covering loss or damage to the Premises, but not
Lessee's  fixtures,  equipment or tenant  improvements in the amount of the full
replacement  value thereof,  providing  protection  against all perils including
within the  classification  of fire,  extended  coverage,  vandalism,  malicious
mischief,  special extended perils (all risk) but not plate glass insurance.  In
addition,  the Lessor  shall  obtain and keep in force,  during the term of this
Lease,  a policy of rental income  insurance  covering a  period of six  months,
with loss  payable to Lessor  which  insurance  shall also cover all real estate
taxes and  insurance  costs for said  period.  In the  event  that the  Premises
contains sprinklers then the insurance coverage shall include sprinkler leakage.
insurance.

     (b) [text deleted and initialed]

     (c) [text deleted and initialed]

     (d) [text deleted and initialed]


                                                                      [initials]
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     8.3 Insurance Policies:  Insurance required hereunder shall be in companies
holding a "General Policyholders Rating" of B plus or better as set forth in the
most current  issue of "Best  Insurance  Guide".  Lessee shall deliver to Lessor
copies of  policies of  liability  insurance  required  under  Paragraph  8.1 or
certificates  evidencing  the existence and amounts of such  insurance with loss
payable clauses  satisfactory to Lessor.  No such policy shall be cancellable or
subject to  reduction  of coverage or other  modification  except after ten (10)
days prior written notice of Lessor. Lessee shall, within ten (10) days prior to
the  expiration  of such  policies,  furnish  Lessor with  renewals or "binders"
thereof,  or Lessor may order  such  insurance  and  charge the cost  thereof to
Lessee, which amount shall be payable by Lessee upon demand. Lessee shall not do
or permit to be done anything  which shall  invalidate  the  insurance  policies
referred to in Paragraph 8.2.
     8.4 Waiver of Subrogation: Lessee and Lessor each hereby waives any and all
rights of recovery against the other, or against the officers, employees, agents
and representatives of the other, for loss of or damage to such waiving party or
its  property or the  property  of others under its control,  where such loss or
damage is insured  against  under any  insurance  policy in force at the time of
such loss or damage.  Lessee and Lessor  shall,  upon  obtaining the policies of
insurance required  hereunder,  give notice to the insurance carrier or carriers
that the forgoing mutual waiver of subrogation is contained in this Lease.
     8.5  Indemnity:  Lessee shall  indemnify and hold harmless  Lessor from and
against any and all claims  arising from Lessee's use of the  Premises,  or from
the conduct of  Lessee's  business or from any  activity,  work or things  done,
permitted or suffered by Lessee in or about the Premises or elsewhere  and shall
further  indemnify and hold harmless  Lessor from and against any and all claims
arising  from any breach or  default in the  performance  of any  obligation  on
Lessee's part to be performed  under the terms of this Lease or arising from any
negligence of the Lessee, or any of Lessee's agents,  contractors, or employees,
and from and  against  all costs,  attorney's  fees,  expenses  and  liabilities
incurred  in the defense of any such claim or any action or  proceeding  brought
thereon;  and in case any  action or  proceeding  be brought  against  Lessor by
reason of any such claim,  Lessee upon notice from Lessor  shall defend the same
at Lessee's  expense by counsel  satisfactory to Lessor.  Lessee,  as a material
part of the  consideration  to  Lessor,  hereby  assumes  all risk of  damage to
property or injury to persons in, upon or about the  Premises  arising  from any
cause and Lessee hereby waives all claims in respect thereof against Lessor.
     8.6  Exemption of Lessor from  Liability:  Lessee hereby agrees that Lessor
shall  not be  liable  for  injury to  Lessee's  business  or any loss of income
therefrom or for damage to the goods,  wares,  merchandise  or other property of
Lessee, Lessee's employees, invitees, customers, or any other person in or about
the  Premises,  nor shall  Lessor be liable  for injury to the person of Lessee,
Lessee's  employees,  agents or  contractors,  whether  such damage or injury is
caused by or results from fire, steam, electricity, gas, water, or rain, or from
the breakage, laakage, obstruction or other defects of pipes, sprinklers, wires,
appliances,  plumbing,  air conditioning or lighting fixtures, or from any other
cause,  whether the said damage or injury results from  conditions  arising upon
the Premises or upon other  portions of the building of which the Premises are a
part or from other sources or places and regardless of whether the cause of such
damage or injury or the means of repairing the same is  inaccessible  to Lessee.
Lessor  shall not be liable for any damages  arising  from any act or neglect of
any other tenant, if any, of the building in which the Premises are located.

9. DAMAGE OR DESTRUCTION:
     9.1 Partial Damage-Insured: Subject to the provisions of Paragraphs 9.3 and
9.4,  if the  Premises  are  damaged  and such  damage  was caused by a casualty
covered  under  an  insurance  policy  required  to be  maintained  pursuant  to
Paragraph  8.2,  Lessor shall at Lessor's  expense repair such damage as soon as
reasonably  possible and this Lease shall  continue in full force and effect but
Lessor  shall not  repair or  replace  Lessee's  fixtures,  equipment  or tenant
improvements.

                                                                      [initials]
<PAGE>

     9.2 Partial  Damage-Uninsured:  Subject to the provisions of Paragraphs 9.3
and 9.4, if at any time during the term hereof the Premises are damaged,  except
by a negligent  or willful act of Lessee (in which event  Lessee  shall make the
repairs,  at its  expense)  and such damage was caused by a casualty not covered
under an  insurance  policy  required  to be  maintained  by Lessor  pursuant to
Paragraph  8.2,  Lessor may at Lessor's  option either (i) repair such damage as
soon as reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect,  or (ii) give written notice to Lessee within
thirty  (30) days after the date of the  occurrence  of such  damage to Lessor's
intention to cancel and terminate this Lease as of the date of the occurrence of
such  damaged.  In the  event  Lessor  elects to give  such  notice of  Lessor's
intention to cancel and terminate this Lease, Lessee shall have the right within
ten (10) days after the receipt of such notice to give written  notice to Lessor
of  Lessee's  intention  to repair  such  damage at  Lessee's  expense,  without
reimbursement  form  Lessor,  in which event this Lease  shall  continue in full
force and  effect,  and Lessee  shall  proceed  to make such  repairs as soon as
reasonably  possible.  If Lessee  does not give such  notice  within such 10-day
period  this  Lease  shall be  cancelled  and  terminated  as of the date of the
occurrence of such damage.

     9.3 Total  Destruction:  If at any time during the term hereof the Premises
are totally  destroyed  from any cause  whether or not covered by the  insurance
required to be maintained by Lessor or not covered by the insurance  required to
be  maintained  by  Lessor  pursuant  to  Paragraph  8.2  (including  any  total
destruction  required  by any  authorized  public  authority)  this Lease  shall
automatically terminate as of the date of such total destruction.

     9.4 Damage Near End of Term:  If the  Premises are  partially  destroyed or
damaged  during  the last six  months of the term of this  Lease,  Lessor may at
Lessor's  option cancel and terminate this Lease as of the date of occurrence of
such damage by giving  written  notice to Lessee of  Lessor's  election to do so
within 30 days after the date of occurrence of such damage.

     9.5 Abatement of Rent: Lessee's Remedies:
     (a) If the Premises are partially destroyed or damaged and Lessor or Lessee
repairs or restores  them pursuant to the  provisions  of this  Paragraph 9, the
rent  payable  hereunder  for the period  during  which such  damage,  repair or
restoration  continues  shall be abated  in  proportion  to the  degree to which
Lessee's use of the Premises is impaired.  Except for abatement of rent, if any,
Lessee shall have no claim against  Lessor for any damage  suffered by reason of
any such damage, destruction, repair or restoration.

     (b) If Lessor shall be  obligated  to repair or restore the Premises  under
the  provisions  of this  Paragraph  9 and shall  not  commence  such  repair or
restoration  within 90 days after such obligations  shall accrue,  Lessee may at
Lessee's  option cancel and terminate this Lease by giving Lessor written notice
of  Lessee's  election  to do so at any time prior to the  commencement  to such
repair or  restoration.  In such event this Lease shall terminate as of the date
of such notice.

     9.6 Termination - Advance Payments: Upon termination of this Lease pursuant
to this Paragraph 9, an equitable  adjustment  shall be made concerning  advance
rent and any  advance  payments  made by  Lessee to  Lessor.  Lessor  shall,  in
addition,  return to  Lessee so much of  Lessee's  security  deposit  as has not
theretofore been applied by Lessor.

     9.7  Waiver:  Lessee  waives  the  provisions  of any  Colorado  Civil Code
Sections  which  relate  to  termination  of  lessee  when the  thing  leased is
destroyed  and agrees  that such event  shall be  governed  by the terms of this
Lease.

10.  REAL PROPERTY TAXES:
     [text deleted and initialed]

                                                                      [initials]

<PAGE>

     10.2  Definition  of "Real  Property"  Tax: As used herein,  the term "real
property  tax" shall  include any form of  assessment,  license fee,  commercial
rental tax,  levy,  penalty,  or tax (other than  inheritance  or estate taxes),
imposed by any authority  having the direct or indirect power to tax,  including
any city, county,  state or federal  government,.  or any school,  agricultural,
lighting,  drainage or other improvement  district thereof, as against any legal
or equitable interest of Lessor in the Premises or in the real property of which
the  Premises  are a part,  as against  Lessor's  right to rent or other  income
therefrom,  or as against  Lessor's  business of leasing the Premises or any tax
imposed in substitution,  partially or totally,  or any tax previously  included
within the definition of real property tax, or any additional tax, the nature of
which was previously included within the definition of real property tax.

     10.3  Joint  Assessment:  If the  premises  are  not  separately  assessed,
Lessee's  liability shall be an equitable  proportion of the real property taxes
for all of the land and  improvements  included within the tax parcel  assessed,
such  proportion  to be  determined  by Lessor  from the  respective  valuations
assigned in the assessor's work sheets or other information as may be reasonably
available.  Lessor's  reasonable  determination  hereof, in good faith, shall be
conclusive.

     10.4 Personal Property Taxes:
     (a) Lessee shall pay prior to delinquency  all taxes  assessed  against and
levied  upon  trade  fixtures,  furnishings,  equipment  and all other  personal
property of Lessee contained in the Premises or elsewhere. When possible, Lessee
shall cause said trade fixtures,  furnishings,  equipment and all other personal
property to be assessed and billed separately from the real property of Lessor.
     (b) If any of  Lessee's  said  personal  property  shall be  assessed  with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee
within 10 days after  receipt  of a written  statement  setting  forth the taxes
applicable to Lessee's property.

11. UTILITIES:
     Lessee  shall pay for all gas,  heat,  light,  power,  telephone  and other
utilities  and  services  supplied  to the  Premises,  together  with any  taxes
thereon. If any such services are not separately metered to Lessee, Lessee shall
pay a reasonable  proportion to be  determined by Lessor of all charges  jointly
metered  with  other  premises.  Lessor  warrants  that all such  utilities  are
presently serving the premises.

    12. ASSIGNMENT AND SUBLETTING:
     12.1  Lessor's  Consent  Required:  Lessee  shall  not  voluntarily  or  by
operation of law assign,  transfer,  mortgage,  sublet, or otherwise transfer or
encumber all. or any part of Lessee's interest in this Lease or in the Premises,
without Lessor's written consent,  which Lessor shall not unreasonably withhold.
Any attempted assignment,  transfer, mortgage, encumbrance or subletting without
such consent shall be void, and shall constitute a breach of this Lease.

     12.2 Lessee  Affiliate:  Notwithstanding  the  provisions of Paragraph 12.1
hereof,  Lessee may  assign or sublet  the  Premises,  or any  portion  thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee,  or to any  corporation  resulting from the
merger or consolidation  with Lessee,  or to any person or entity which acquires
all the  assets of  Lessee  as a going  concern  of the  business  that is being
conducted on the Premises,  provided that said assignee  assumes,  in full,  the
obligations of Lessee under this Lease.  Any such  assignment  shall not, in any
way,  affect or limit the liability of Lessee under the terms of this Lease even
if after such  assignment or subletting  the terms of this Lease are  materially
changed or altered without the consent of Lessee,  the consent of whom shall not
be necessary.

                                                                      [initials]

<PAGE>


     12.3 No Release of Lessee: Regardless of Lessor's consent, no subletting or
assignment  shall  release  Lessee of Lessor's  obligation  or alter the primary
liability of Lessee to pay the rent and to perform all other  obligations  to be
performed by Lessee  hereunder.  The acceptance of rent by lessor from any other
person  shall not be deemed  to be a waiver by Lessor of any  provision  hereof.
Consent  to one  assignment  or  subletting  shall not be deemed  consent to any
subsequent assignment or subletting. In the event of default by any assignees of
Lessee  or any  successor  of  Lessee,  in the  performance  of any of the terms
hereof,  Lessor may proceed  directly  against  Lessee  without the necessity of
exhausting  remedies  against said  assignee.  Lessor may consent to  subsequent
assignments or subletting of this Lease or amendments or  modifications  to this
Lease with assignees of Lessee,  without  notifying  Lessee, or any successor of
Lessee, and without obtaining its or their consent thereto and such action shall
not relieve Lessee of liability under this Lease.

     12.4  Attorney's  Fees:  In the event  Lessee  shall  assign or sublet  the
Premises or request the consent of Lessor to any assignment or subletting, or if
Lessee  shall  request the consent of Lessor for any act Lessee  proposes to do,
then Lessee shall pay Lessor's reasonable attorney's fees incurred in connection
therewith, such attorney's fees not to exceed $250.00 for each such request.

13. DEFAULTS; REMEDIES:
     13.1 Defaults:  The  occurrence of any one or more of the following  events
shall constitute a material default and breach of this Lease by lessee:
     (a) The vacating or abandonment of the Premises by Lessee.
     (b) The failure by Lessee to make any payment of rent or any other  payment
required to be made by Lessee  hereunder,  as and when due,  where such  failure
shall  continue  for a period of three days after  written  notice  thereof from
Lessor to Lessee.
     (c) The  failure by Lessee  to  observe  or perform  any of the  covenants,
conditions  or  provisions  of this Lease to be observed or performed by Lessee,
other than  described in paragraph (b) above,  where such failure shall continue
for a period of 30 days  after  written  notice  hereof  from  Lessor to Lessee;
provided, however, that if the nature of Lessee's default is such that more than
30 days are reasonably required for its cure, then Lessee shall not be deemed to
be in  default if Lessee  commenced  such cure  within  said  30-day  period and
thereafter diligently prosecutes such cure to completion.
     (d) (i) The making by Lessee of any general  arrangement for the benefit of
creditors;  (ii) the filing by or against  Lessee of a petition  to have  Lessee
adjudged a bankrupt or a petition for  reorganization  or arrangement  under any
law relating to  bankruptcy  (unless,  in the case of a petition  filed  against
Lessee,  the same is  dismissed  within 60 days);  (iii)  the  appointment  of a
trustee or receiver to take possession of  substantially  all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease,  where possession
is not restored to lessee within 30 days; or (iv) the  attachment,  execution or
other judicial.  seizure of substantially  all of Lessee's assets located at the
Premises  or of  Lessee's  interest  in this  Lease,  where such  seizure is not
discharged  within  30 days.
     (e) The discovery by lessor than any financial statement given to Lessor by
lessee,  any  assignee of Lessee,  any  sublessee  of lessee,  any  successor in
interest of Lessee or any guarantor of Lessee's obligation hereunder, and any of
them, was materially false.

     13.2  Remedies:  In the  event of any such  material  default  or breach by
Lessee, lessor may at any time thereafter,  with or without notice of demand and
without  limiting Lessor in the exercise of any right or remedy which Lessor may
have by reason of such default or breach:
     (a)  Terminate  Lessee's  right to possession of the Premises by any lawful
means,  in which case this Lease shall  terminate  and Lessee shall  immediately
surrender  possession  of the Premises to Lessor.  In such event Lessor shall be
entitled  to recover  from  Lessee all  damage  incurred  by Lessor by reason of
Lessee's  default  including,  but  not  limited  to,  the  cost  of  recovering
possession  of  the  Premises;   expenses  of  releasing,   including  necessary
renovation and alteration of the Premises,  reasonable  attorney's fees, and any

                                                                      [initials]
<PAGE>

real estate commission actually paid; the work at the time of award by the court
having  jurisdiction  thereof  of the  amount by which the  unpaid  rent for the
balance  of the term  after the time of such  award  exceeds  the amount of such
rental  loss  for the same  period  that  Lessee  provides  could be  reasonably
avoided;  that  portion of the  leasing  commission  paid by lessor  pursuant to
Paragraph 15 applicable to the unexpired term of this Lease.
     (b) Maintain  Lessee's  right to  possession in which case this Lease shall
continue in effect whether or not Lessee shall have  abandoned the Premises.  In
such event  Lessor  shall be  entitled  to enforce  all of  Lessor's  rights and
remedies under this Lease,  including the right to recover the rent as it become
due hereunder.
     (c) Pursue any other remedy now or hereafter  available to Lessor under the
laws or judicial decisions of the State of Colorado.

     13.3 Default by Lessor:  Lessor shall not be in default unless Lessor fails
to perform  obligations  required of Lessor within a reasonable  time, but in no
event later than thirty (30) days after  written  notice by Lessee to Lessor and
to the holder of any first mortgage or deed of trust covering the Premises whose
name and address  shall have  theretofore  been  furnished to Lessee in writing,
specifying  wherein  Lessor  has failed to perform  such  obligation;  provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are  required for  performance  then Lessor shall not be in default if
Lessor commences performance within such 30-day period and thereafter diligently
prosecutes the same to completion.

     13.4 Late Charges:  Lessee hereby  acknowledges that late payment by Lessee
to Lessor of rent and other sums due hereunder  will cause Lessor to incur costs
not  contemplated  by this lease,  the exact  amount of which will be  extremely
difficult to ascertain.  Such costs include,  but are not limited to, processing
and accounting  charges,  and late charges which may be imposed on the Lessor by
the terms of any mortgage or trust deed covering the Premises.  Accordingly,  if
any  installment  of rent or any other sum due from Lessee shall not be received
by Lessor or Lessor's  designee  within ten (10) days after such amount shall be
due,  Lessee  shall  pay to  Lessor a late  charge  equal to 6% of such  overdue
amount. The parties agree that such late charge represents a fair and reasonable
estimate  of the costs  Lessor  will incur by reason of late  payment by Lessee.
Acceptance  of such late charge by Lessor shall in no event  constitute a waiver
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

14. CONDEMNATION:
     If the Premises or any portion thereof are taken under the power of eminent
domain, or sold under the threat of the exercise of said power (all of which are
herein  called  "Condemnation"),  this Lease shall  terminate  as to the part so
taken  as of the date the  condemning  authority  takes  titles  or  possession,
whichever first occurs.  If more than 10% of the floor area of the  improvements
on the premises, or more than 25 % of the land area of the Premises which is not
occupied by any improvements, is taken by condemnation,  Lessee may, at Lessee's
option,  to be exercised in writing only within ten (10) days after Lessor shall
have given  Lessee  written  notice of such  taking  (or in the  absence of such
notice,  within ten (10) days after the  condemning  authority  shall have taken
possession)  terminate this Lease as of the date the condemning  authority takes
such possession.  If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining,  except that the rent shall be reduced in the proportion
that the floor area taken bears to the total floor area of the building situated
on the  Premises.  Any award for the  taking of all or any part of the  Premises
under the  power of  eminent  domain or any  payment  made  under  threat of the
exercise of such power shall be the property of Lessor, whether such award shall
be made as  compensation  for  diminution  in value of the  leasehold or for the
taking of the fee, or as severance damages; provided, however, that Lessee shall
be entitled to any award for loss of or damage to Lessee's  trade  fixtures  and
removable personal  property.  In the event that this Lease is not terminated by
reason of such  condemnation,  Lessor shall, to the extent of severance  damages

                                                                      [initials]
<PAGE>

received by Lessor in connection  with such  condemnation,  repair any damage to
the Premises  caused by such  condemnation  except to the extent that Lessee has
been reimbursed therefor by the condemning authority. lessee shall pay amount in
excess of such severance damages required to complete such repair.

15. BROKER'S FEE:
[Section deleted and initialed]

16. GENERAL PROVISIONS:
     16.1 Estoppel Certificates:
     (a) Lessee shall at any time upon not less than ten (10) days prior written
notice from Lessor  execute,  acknowledge  and deliver to Lessor a statement  in
writing  (i)  certifying  that this  lease is  unmodified  and in full force and
effect   (or,  if  modified,  stating  the  nature  of  such  modification  and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which the rent and other  charges are paid in advance,  if any, and (ii)
acknowledging that there are not, to Lessee's knowledge, any uncured defaults on
the part of Lessor  hereunder,  or specifying  such defaults if any are claimed.
Any such statement may be conclusively relied upon by any prospective  purchaser
or encumbrancer of the Premises.
     (b) Lessee's  failure to deliver such  statement  within such time shall be
conclusive upon Lessee (i) that this Lease is in full force and effect,  without
modification  except as may be  represented  by  Lessor,  (ii) that there are no
uncured  defaults  in  Lessor's  performance,  and (iii)  that not more than one
month's  rent has been paid in  advance or such  failure  may be  considered  by
Lessor as a default by Lessee under this Lease.
     (c) If Lessor  desires to finance or refinance  the  Premises,  or any part
thereof, Lessee hereby agrees to deliver to any lender designated by Lessor such
financial contracts of Lessee as may be reasonably required by such lender. Such
contracts shall include the past three years' financial  history of Lessee.  All
such  financial  history shall be received by Lessor in confidence  and shall be
used only for the purposes herein set forth.

     16.2 Lessor's  Liability:  The term "Lessor" as used herein shall mean only
the  owner or  owners at the time in  question  of the fee  title or a  Lessee's
interest in a ground lease of the Premises,  and except as expressly provided in
Paragraph.  15, in the event of any transfer of such title or  interest,  Lessor
herein named (and in case of any subsequent transfers the then grantor) shall be
relieved  from and after the date of such  transfer of all liability as respects
Lessor's obligations thereafter to be performed,  provided that any funds in the
hands of  Lessor  or the then  grantor  at the time of such  transfer,  in which
Lessee has an  interest,  shall be delivered  to the  grantee.  The  obligations
contained in this Lease to be performed by Lessor  shall,  subject as aforesaid,
be binding on Lessor's  successors  and assigns,  only during  their  respective
periods of ownership.

     16.3  Severability:  The  invalidity  of any  provision  of this  Lease  as
determined  by a court of  competent  jurisdiction,  shall in no way  affect the
validity of any other provisions hereof.


                                                                      [initials]
<PAGE>

     16.4 Interest on Past-due Obligations: Except as expressly herein provided,
any amount due to Lessor not paid when due shall bear  interest at 12% per annum
from the date due. Payment of such interest shall not excuse or cure any default
by Lessee  under this  Lease,  provided,  however,  that  interest  shall not be
payable on late  charges  incurred  by Lessee nor on any amount  upon which late
charges are paid by Lessee.

     16.5 Time of Essence: Time is of the essence.

     16.6 Captions: Article and paragraph captions are not a part hereof.

     16.7 Incorporation of Prior Agreements: Amendments: This Lease contains all
agreements of the Parties with respect to any matter mentioned  herein. No prior
agreement or  understanding  pertaining  to any such matter shall be  effective.
This Lease may be modified in writing only, signed by the parties in interest at
the time of the  modification.  Except as otherwise state in this Lease,  Lessee
hereby  acknowledges  that neither the real estate broker listed in Paragraph 15
hereof  nor any  cooperating  broker on this  transaction  nor the Lessor or any
employees  or  agents  of any of said  persons  has  made  any  oral or  written
warranties  or  representations  to Lessee  relative to the  condition or use by
Lessee  of said  Premises  and  Lessee  acknowledges  that  Lessee  assumes  all
responsibility  regarding the Occupational  Safety Health Act, the legal use and
adaptability of the Premises and the compliance thereof with all applicable laws
and  regulations  in effect  during the term of this Lease  except as  otherwise
specifically stated in this lease.

     16.8 Notices:  Any notice required or permitted to be given hereunder shall
be in writing and may be given by personal delivery or by certified mail, and if
given personally or by mail, shall be deemed  sufficiently given if addressed to
Lessee or to Lessor at the address noted below the  signature of the  respective
parties,  as the case may be.  Either party may by notice to the other specify a
different a address for notice  purposes  for Lessee that  address is  corporate
address listed below. A copy of all notices required or permitted to be given to
Lessor  hereunder shall be concurrently  transmitted to such party or parties at
such addresses as Lessor may from time to time hereafter  designate by notice to
Lessee.

     16.9 Waivers: No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other  provision  hereof or of any subsequent  breach by lessee of
the same or any other  provision.  Lessor's  consent to or  approval  of any act
shall not be deemed to render  unnecessary the obtaining of Lessor's  consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding  breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless  of  lessor's  knowledge  of such  preceding  breach  at the  time of
acceptance of such rent.

     16.10 Recording:  Lessee shall not record this Lease without Lessor's prior
written consent, and such recordation shall, at the option of Lessor, constitute
a  non-curable  default of Lessee  hereunder. Either party  shall,  upon written
request of the other, execute, acknowledge and deliver to the other a short form
"memorandum" of this Lease for recording purposes.

     16.11 Holding Over: If Lessee  remains in possession of the Premises or any
part thereof after the expiration of the term hereof without the express written
consent of Lessor,  such  occupancy  shall be a tenancy from month to month at a
rental in the amount of the last monthly  rental plus all other charges  payable
hereunder,  and  upon all the  terms  hereof  applicable  to a  month-to-  month
tenancy.

     16.12 Cumulative Remedies:  No remedy or election hereunder shall be deemed
exclusive,  but shall,  wherever possible, be cumulative with all other remedies
at law or in equity.


                                                                      [initials]

<PAGE>


     16.13 Covenants and Conditions: Each provision of this Lease performable by
Lessee shall be deemed both a covenant and a condition.

     16.14  Binding  Effect:  Choice of Law:  Subject to any  provisions  hereof
restricting  assignment or subletting by Lessee and subject to the provisions of
Paragraph   16.2,   this  Lease   shall  bind  the   parties,   their   personal
representatives,  successors  and  assigns.  This Lease shall be governed by the
laws of the State of Colorado.

     16.15 Subordinates:
     (a) This Lease,  at Lessor's  option,  shall be  subordinate  to any ground
lease,  mortgage,  deed of trust, or any other hypothecation for security now or
hereafter  placed upon the real property of which the Premises are a part and to
any  and  all  advances  made  on the  security  thereof  and  to all  renewals,
modifications,    consolidations,    replacements    and   extension    thereof.
Notwithstanding  such  subordination,  Lessee's right to quiet possession of the
Premises  shall not be  disturbed  if Lessee  is not in  default  and so long as
Lessee shall pay the rent and observe and perform all of the  provisions of this
Lease,  unless this Lease is otherwise  terminated pursuant to its terms, if any
mortgagee,  trustee or ground lessor shall elect to have this Lease prior to the
lien of its mortgage, deed of trust or ground lease, whether this Lease is dated
prior or subsequent to the dateof said  mortgage,  deed of trust or ground lease
or the date of recording thereof.
     (b) Lessee  agrees to execute any  documents  required to  effectuate  such
subordination  or to make this Lease prior to the lien of any mortgage,  deed of
trust or ground lease,  as the case may be, and failing to do so within ten (10)
days after written demand does hereby make,  constitute and irrevocably  appoint
Lessor as Lessee's attorney in fact and in Lessee's name, place and stead, to do
so.

     16.16 Attorney's Fees: If either party or the broker named herein brings an
action to enforce the terms hereof or declare rights  hereunder,  the prevailing
party  in any  such  action,  on  trial or  appeal,  shall  be  entitled  to his
reasonable attorney's fees to be paid by the losing party as fixed by the court.
The provisions of this paragraph  shall inure to the benefit of the broker named
herein who seeks to enforce a right hereunder.

     16.17 Lessor's  Access:  Lessor and Lessor's agents shall have the right to
enter the Premises at reasonable  times for the purpose of inspecting  the same,
showing the same to prospective purchasers,  lenders or lessees, and making such
alterations,  repair,  improvements  or  additions  to  the  Premises  or to the
building  of which they are a part as Lessor may deem  necessary  or  desirable.
Lessor may at any time place on or about the Premises  any  ordinary  "For Sale"
signs and  Lessor may at any time  during  the last 120 days of the term  hereof
place on or about the Premises any ordinary "For Lease" signs all without rebate
or rent or liability to Lessee.

     16.18 Signs and Auctions: Lessee shall not place any sign upon the Premises
or conduct any auction thereon without  Lessor's prior written  consent,  except
that  Lessee  shall have the right,  without the prior  permission  of Lessor to
place ordinary and usual for rent or sublet signs thereon.

     16.19 Merger:  The voluntary or other surrender of this Lease by Lessee, or
a mutual  cancellation  thereof,  or a termination  by Lessor,  shall not work a
merger,  and  shall,  at the  option of Lessor,  terminate  all or any  existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

     16.20  Corporate  Authority:  If Lessee is a corporation,  each  individual
executing this Lease on behalf of said corporation  represents and warrants that
he is duly  authorized  to  execute  and  deliver  this  Lease on behalf of said
corporation  in  accordance  with a duly  adopted  resolution  of the  Board  of
Directors  of  said  corporation  or in  accordance  with  the  Bylaws  of  said
corporation,  and that this Lease is binding upon said Corporation in accordance

                                                                      [initials]

<PAGE>

with its terms.  If Lessee is a  corporation,  Lessee shall,  within thirty (30)
days after  execution  of this Lease,  deliver to Lessor a  certified  copy of a
resolution  of the  Board  of  Directors  of  said  corporation  authorizing  or
ratifying the execution of this Lease.

     16.21 Consents: Wherever in this Lease the consent of one party is required
to an act of the other party such consent shall not be unreasonably withheld.

     16.22  Guarantor:  In the event  there is a guarantor  of this Lease,  said
guarantor  shall have the same  obligations as Lessee under  Paragraphs 16.1 and
16.20 of this Lease.

     16.23  Quiet  Possession:  Upon  Lessee  paying  the  fixed  rent  reserved
hereunder and observing and  performing  all of the  covenants,  conditions  and
provisions on lessee's part to be observed and performed hereunder, Lessee shall
have quiet  possession of the Premises for the entire term hereof subject to all
of the provisions of this Lease.

     16.24 Options: In the event that the Lessee, under the terms of this Lease,
has any option to extend the term of this Lease,  or any option to purchase  the
premises,  or any right of first  refusal  to  purchase  the  premises  or other
property of Lessor,  then each of such options and rights are personal to Lessee
and may not be exercised or be assigned, voluntarily or involuntarily,  by or to
any one other than Lessee  except that it may be exercised by or assigned to any
of the entities described in paragraph 12.2 hereof for whom Lessee does not need
the consent of Lessor to assign this lease.  In the event that Lessee  hereunder
has any multiple options to extend this Lease a later option to extend the lease
cannot be exercised unless the prior option has been so exercised. No option may
be exercised at a time when the Lessee is in default under its obligations under
this Lease.

     16.25 Multiple Tenant Building:  In the event that the Premises are part of
a larger  building or group of buildings  then Lessee  agrees that it will abide
by, keep and observe all reasonable rules and regulations  which Lessor may make
from time to time for the  management,  safety,  care,  and  cleanliness  of the
building and grounds, the parking of vehicles and the preservation of good order
therein  as  well  as  for  Lessee  will  promptly  pay its  prorata  share,  as
reasonably determined by Lessor, of any maintenance or repair of such portion of
the  Premises or such  portion of the property of which the premises are a part,
which are  common  areas or used by  Lessee  and other  occupants  thereof.  The
violations of any such rules and regulations, or the failure to pay such prorata
share of costs, shall be deemed a material breach of this Lease by Lessee.

     16.26 Hazardous  Substances:  Lessee covenants with Lessor to notify Lessor
of any and all hazardous  substances (as defined  below)  generated or stored at
the premises,  to comply with all obligations  imposed by applicable law, rules,
regulations or requirements of any  governmental  authority upon such generation
and storage of hazardous  substances,  to prohibit any generation,  storage,  or
disposal or  hazardous  substances  at the  premises  except as permitted by the
lease,  to deliver  promptly  to Lessor true and  complete  copies of all notice
received  by  Lessee  from  any  governmental  authority  with  respect  to  the
generation,  storage or disposal by Lessee of hazardous substances,  to promptly
notify Lessor of any spills or accidents involving a hazardous substance, and to
permit  reasonable  entry  onto the  premises  by  Lessor  for  verification  of
Lessee's   compliance  with   this  covenant.  Lessee  agrees  to  utilize  only
transporters  approved  by the  Environmental  Protection  Agency  and  State of
Colorado to deliver and remove  hazardous  substances from the premises.  Lessee
also  agrees to  indemnify  and defend  Lessor  (with legal  counsel  reasonably
acceptable to Lessor) from and against any costs, fees or expenses,  (including,
without  limitation,  clean-up  expenses,  third party claims and  environmental
impairment expenses,  loss of rent, and reasonable attorneysr fees and expenses)
incurred  by Lessor  and in  connection  with  Lessee's  generation,  storage or
disposal of hazardous  substances.  This indemnification by Lessee shall survive
the termination or expiration of this Lease. "Hazardous Substances' shall mean:

                                                                      [initials]
<PAGE>

(1)  'Hazardous  substances'  as  defined  in  the  Comprehensive  Environmental
     Response, Compensation and Liability Act, as amended;
(2)  'PCB's' as defined in 40 C.F.R. 761, or analogous  regulations  promulgated
     under the Toxic Substances Control Act, as amended;
(3)  'Asbestos'  as  defined  in 29 C.F.R.  1910.1001,  et seq.,  and  analogous
     regulations  promulgated  under the  Occupational  Safety and Health Act of
     1970, as amended;
(4)  Oil and petroleum based products;
(5)  Radioactive material or waste;
(6)  Biological and other medical products and waste material; and
(7)  'Hazardous wastes' as defined in Resource Conservation and Recovery Act, as
     amended;

     as such acts may be  amended  from time to time,  and as such  terms may be
     expanded by additional legislation of a general nature.
          At Landlord's  option,  in the 60 days prior to the termination of the
     lease,   Landlord   may  require  at  Tenant's   expense,   to  provide  an
     environmental  audit to Landlord  for the  premises,  where  Landlord has a
     reasonable basis for such request.

     16.27 Additional Provisions:
          a.   There are six (6) parking spaces with these units.
          b.   Lessee pays for Gas, Electric and Trash Collection.
          c.   Lessor will install a 3 ft. x 6'8" opening in office wall between
               Units 1 & 2.

     16.28 A late  payment of 20% is due if rent is  received  after the 10th of
          any month.

     16.29 Rent breakdown is as follows:

February 15, 1996 to February 14, 1997 is $5.50 psf or $2,337.56 a month.
February 15, 1997 to February 14, 1998 is $5.75 psf or $2,443.75 a month.
One year option to renew lease
February 15, 1998 to February 14, 1999 is $6.00 psf or $2,550.00 a month.

          16.30  HVAC:  ANTENNAS  AMERICA,   INC.  will  have  the  heating  and
air-conditioning units inspected and maintained semi- annually at their expense.
Maintenance  of the units is defined as  inspection of the  compressors,  coils,
controls  and  heat   exchangers.   Parts  will  include   filters,   belts  and
miscellaneous  supplies.  All other  expenses  associated  with the  heating and
air-conditioning system will be at lessor's expense.

          16.31 No outside storage of any type allowed.

          16.32 Lessee is responsible for snow removal immediately  outside this
                unit.

          16.33 As  it related to  Paragraph  9.4,  both  lessor and lessee will
                have have equal rights





                                                                      [initials]

<PAGE>

The parties hereto have executed this Lease at the place on the dates  specified
immediately adjacent to their respective signatures.

If this Lease has been filled in it has been  prepared  for  submission  to your
attorney for his approval.  No  representation  or recommendation is made by the
real estate broker or its agents or employees as to the legal sufficiency, legal
effect, or tax consequences of this Lease or the transaction relating thereto.

Executed at  HK Bldgs.                       HK Buildings
           -------------------------------   -----------------------------------

on 1-8-96                                    By /s/ Harold Kunz
   ---------------------------------------     ---------------------------------

Address Harold Kunz                          By
        ----------------------------------     ---------------------------------
        11445 W. I-70 Frontage Rd. North
        ----------------------------------        "LESSOR   (Corporate Seal)
        Wheat Ridge, CO 80033
        ---------------------------------- 

Executed at Antennas America, Inc.                       
           -------------------------------   -----------------------------------

on 1/5/96                                    By /s/ Randy Marx 
   ---------------------------------------     ---------------------------------

Address 4880 Robb St. #101                   By
        ----------------------------------     ---------------------------------
                                        
        ----------------------------------        "LESSEE"  (Corporate Seal)
                             
        ----------------------------------