OFFICE LEASE

This lease,  made this 8th day of May 1995  between  Five K  Investments  herein
called "Landlord" and Antennas America, Inc., therein called "Tenant".

1. PREMISES
(a)  Landlord hereby leases to Tenant and Tenant hereby rents from Landlord that
     certain  office space therein  called the  "Premises"  shown on Exhibit "A"
     attached hereto and by this reference made a part hereof.  For the purposes
     of this lease it is agreed that the  premises  have a useable area of 5,918
     square feet on the 1st floor of that  certain  building  commonly  known as
     4960 Robb Street,  Suite 101,  Wheat Ridge,  Colorado  80033 therein called
     "Building".
(b)  Rentable Area Defined. The term "net rentable area" as used herein shall be
     the sum of the  Tenant's  useable  area plus the Tenant's pro rate share of
     all common and public areas.
     (1)  Common Areas are those areas of the Building  available for use by all
          tenants and users of the Building.  This includes the lobby areas, the
          fire exit corridors, restrooms and service/mechanical closets.
     (2)  Public Areas are those public  corridors that may he created from time
          to time to specifically  service one or several  tenants.  These areas
          will be  allocated  to those  tenants  being  serviced by these areas,
          based upon each tenant's  rentable area. Public areas will be added to
          the tenant's usable area (1)(b)(6) below.
     (3)  Adjustment  Factor.  The Building contains 2,288 square feet of common
          area which will be allocated to each tenant on a pro rate basis.  This
          area adjustment factor is 0.
     (4)  Net Rentable  Area  Calculations.  The Tenant is leasing  5,918 square
          teat of  useable  area  plus 0 square  feet of  common  area.  The NET
          RENTABLE AREA for the Tenant is 0 square feat.  All rent  calculations
          and  prorations  are based upon the net rentable area assigned to this
          Tenant.
     (5)  Pro Rate Area.  The Building  contains  18,104 square feat of rentable
          area.  The Tenant has leased 5,918 square feet of rentable  area which
          is 3.6 per cent of the  Building's  rentable area. For the purposes of
          future  proration  calculations,  the  Tenant's  pro rate share of the
          structure is 3.6 per cent.
     (6)  Useable Area shall be defined as meaning from the inside of the window
          line to the center line of the opposite wall.  The other  dimension is
          from the  center  line of  demising  walls to the  center  line of the
          opposite wall if it is a demising wall. If it is an exterior wall, the
          measurement  will be to the inside of the window.  The only  deduction
          will be for floor  penetrations.  Support  columns  extending from the
          outside  or inside  walls  into the  demised  area will be  treated as
          support columns and included in the useable area.
2. TERM

     The  term  of this Lease shall be for two (2)  years  and  five (5) months,
     commencing on the 15th day of December  1995, and ending on the 15th day of
     May 1998.
3. POSSESSION.
(a)  If for any reason  whatsoever,  Landlord  cannot deliver  possession of the
     Premises to Tenant at the commencement of the term hereof, this lease shall
     not be void or  voidable,  nor shall  Landlord  be liable to Tenant for any
     loss or damage  resulting  therefrom,  nor shall the expiration date of the
     above  term be in any way  extended,  but in that  event all rent  shall be
     abated during the period between the commencement of said term end the time
     when Landlord delivers possession.
(b)  In the event that Landlord shall permit Tenant to occupy the Premises prior
     to the  commencement  date of the term,  such occupancy shall be subject to
     all the provisions of this Lease.  Early  possession  shall not advance the
     termination date hereinabove provided.
4. BASE MONTHLY RENT
     Tenant  agrees to pay Landlord as rental for the  Premises,  without  prior
     notice or demand and  without  offset or credit,  the sum of Five  Thousand
     Four Hundred Twenty Four and 83/100  Dollars  ($5,424,83 ) on or before the
     first day of the first full  calender  month of the term  hereof and a like
     sum on or before the first day of each and every successive  calendar month
     thereafter during the term hereof, except that the first month's rent shall
     be paid upon the  execution  hereof.  Rent for any  period  during the term
     hereof which is less than one (1) month shall be prorated based on a thirty
     (30) day month. All rentals payable  hereunder shall be paid to Landlord in
     lawful money of the United States of America  constituting  legal tender at
     the time of payment, at the office of the Building, or to such other person
     at such other place as Landlord may from time to time designate in writing.
<PAGE>


5. SECURITY DEPOSIT
     Tenant has  deposited  with  Landlord the sum of Five Thousand Four Hundred
     Twenty-four  and  83/100  Dollars  ($5,424.83  ).  Said sum (the  "Security
     Deposit")   shall  be  held  by  Landlord  as  security  for  the  faithful
     performance  by Tenant of all the terms,  covenants and  conditions of this
     Lease to be kept and performed by Tenant during the term hereof.  If Tenant
     defaults  with respect to any provision of this Lease,  including,  but not
     limited to the  provisions  relating to the payment of rent,  Landlord  may
     (but shall not be required to) use,  apply or retain all or any part of the
     Security  Deposit  for the payment of any rent or any other sum in default,
     or for the  payment  of any  amount  which  Landlord  may  spend or  become
     obligated to spend by reason of Tenant's default, or to compensate Landlord
     for any  other  loss or  damage  which  Landlord  may  suffer  by reason of
     Tenant's  default.  If any  portion of the  Security  Deposit is so used or
     applied,  Tenant shall within five (5) days after written demand therefore,
     deposit cash with Landlord in an amount  sufficient to restore said deposit
     to its original  amount and  Tenant's  failure to do so shall be a material
     breach of this Lease.  Unless otherwise required by law, Landlord shall not
     be required to keep the Security  Deposit  separate from its general funds,
     and Tenant  shall not be entitled to  interest on such  deposit.  If Tenant
     shall fully and  faithfully  perform  every  provision  of this Lease to be
     performed  by it, the  Security  Deposit or any  balance  thereof  shall be
     returned to Tenant  (or, at  Landlord's  option,  to the  last  assignee of
     Tenant's  interest  hereunder) at the  expiration of the Lease Term. In the
     event of termination of Landlord's  interest in this Lease,  Landlord shall
     transfer  said deposit to Landlord's  successor in interest,  and upon such
     transfer and notification to Tenant thereof, Landlord shall have no further
     liability in connection with such deposit.
<PAGE>

8. RENT ADJUSTMENTS
     It is the  purpose  of this  lease to fix all  operating  expenses  for the
     Landlord  at 0 per square  foot of rentable  area  herein  called  "Expense
     Stop"). At periodic rent adjustment  dates, all operating  expenses will be
     reviewed  and,  if  appropriate,  the amount of  expenses  in excess of the
     Expense  Stop will he pro rated to the tenants of the  Building.  There are
     two  components of the Expense Stop,  one for the fixed expense of all real
     estate taxes and special assessments;  the other is for all other operating
     expenses  resulting  from the operation and  maintenance  of the structure.
     December  Rent  and  Security  Deposit  are  due to Five K  Investments  on
     12-1-95.
     (a) [section deleted and initialed]


                                                                      [initials]
                                                                          Page 1
<PAGE>

     (1)  In the event any  proceedings are brought for  foreclosure,  or in the
          event of the  exercise of the power of sale under any mortgage or deed
          of trust made by the Landlord covering the Premises,  the Tenant shall
          attorn  to the  purchaser  upon  any  such  foreclosure  or  sale  and
          recognize such purchaser as the Landlord under this Lease.
(o)  Name.  Tenant shall not use the name of the Building or of the  development
     in which the Building is situated for any purpose  other than as an address
     of the business to be conducted by Tenant in the Premises.
(p)  Separability.  Any provision of this Lease which shall prove to he invalid,
     void or illegal  shall in no way  affect,  impair or  invalidate  any other
     provision  hereof and such other  provisions shall remain in full force and
     effect.
(q)  Cumulative  Remedies.  No  remedy  or  election  hereunder  shall he deemed
     exclusive  but  shall,  wherever  possible,  be  cumulative  with all other
     remedies at law or in equity.
(r)  Choice of Law.  This Lease  shall be  governed  by the laws of the State in
     which the Building is located.
(s)  Tenant to accept space in "as is" condition.

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



                                             By: /s/ Randy Max
                                                --------------------------------
                                                Randy Max


                                             By: Antennas America, Inc. 
                                                 -------------------------------
Address                                      Date 5/10/95
        ----------------------------------


                                             By: Five K Investment
                                                 -------------------------------


                                             By: /s/ Harold Kunz
                                                --------------------------------
                                                Harold Kunz, Owner

                                             Date: 5-8-95

If Tenant is a corporation,  the authorized  officers must sign on behalf of the
corporation;  in that  event this Lease must be  executed  by the  President  or
Vice-President  and  the  Secretary  of the  Tenant,  unless  the  by-laws  or a
resolution of the board of directors shall otherwise provide, in which event the
by-laws  or a  certified  copy of the  resolution,  as the case may be,  must be
furnished with this Lease.  Also the appropriate  corporate seal must be affixed
if the Tenant is a corporation.



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