INDUSTRIAL LEASE
                                     (Gross)

1. PARTIES:  This Lease,  dated, for reference  purposes only, April 29, 1996 is
made by and between Five K  Investments  (herein  called  "Lessor") and Antennas
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  approximately  5,000 square feet and  described as 4880 Robb
Street,  Units 3 & 9, Wheat Ridge,  Colorado 80033. 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 three (3) years  commencing on
June 1, 1996 and ending on May 31, 1999,  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  therefore,  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
payment of Two Thousand Two Hundred  Ninety-one and 67/100 Dollars  ($2,291.67),
in advance,  on the 1st day of each month of the term  hereof.  Lessee shall pay
Lessor upon the execution  hereof $2,291.67 as rent for June. (See Rent Schedule
below.)
                                      Annually          Monthly
                                      --------          -------
    6/1/96 - 5/31/97 @ $5.50/psf     $27,500.00        $2,291.67
    6/1/97 - 5/31/98 @ $5.75/psf     $28,750.00        $2,395.83
    6/1/98 - 5/31/99 @ $6.00/psf     $30,000.00        $2,500.00
                                     ----------
                                     $86,250.00

5. SECURITY  DEPOSIT:  Lessee shall  deposit  with Lessor upon execution  hereof
$2,291.67 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  position 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. 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 between Lessor and Lessee with respect to said Security
Deposit.

6. USE
6.1 Use: The  Premises  shall be used and  occupied  only for office,  assembly,
storage  and  manufacturing  and for no other  purpose  without  Lessor's  prior
consent not unreasonably withheld.

6.2 Condition of Premises: Lessee hereby accepts the Premises in their condition
existing  as of the date of tile  execution  hereof,  and will  comply  with 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 all matters disclosed thereby and by any exhibits attached hereto.

                                                                     [initials]
<PAGE>


7. MAINTENANCE 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
tile Premises.  Lessor shall not, however,  be obligated to paint such exterior,
nor 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.  Lessor warrants building  structurally  sound and
mechanical  and HVAC in good  working  order  and  guarantees  both for first 12
months except for routine maintenance.

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, and plate glass and skylights located
within the premises,  and lease signs and side walk immediately to front of this
unit. Lessee will have heating and air conditioning  units serviced a minimum of
two (2) times per year. Lessee will send a copy of service work to Lessor within
15 days after service work is completed, as long as maintenance is in compliance
with these terms. Landlord to make any repairs in excess of $100.00.
     (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,  if not so paid, 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, tear and casualty 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,   not
unreasonably withheld, make any alterations, improvements, additions, or Utility
Installations in, 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,  air conditioning 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.  Lessor  shall  not  unreasonably
withhold or delay such consent.

                                      2                               [initials]
<PAGE>

     (c) Lessee shall pay, when due, all claims for labor or materials 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 (10) days' notice
prior to the  commencement  of any work in the  Premises,  and Lessor shall have
tile right to post demand,  then Lessee shall, at its sole expense defend itself
and Lessor not less than ten (10) day's 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  judgement  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.
     (d) Unless Lessor  requires  their  removal,  as set forth in Paragraph 7.3
(a), all alterations,  improvements,  additions and Utility Installations, 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,  shall  remain  the  property  of Lessee and may be removed by Lessee
subject to the provisions of Paragraph 7.2 (c).

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 any
liability  arising out of the Lessee's,  use,  occupancy or  maintenance  of the
Premises and all areas appurtenant  thereto.  Such insurance shall be a combined
single  limit  policy in an amount not less than  $1,000,000.  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 lessee  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  the  Premises  contains
sprinklers,   then  the  insurance  coverage  shall  include  sprinkler  leakage
insurance.
     (b)[section deleted and initialed] 4-29-96
     (c) If the Premises being leased herein are part of a larger property, then
Lessee  shall  not be  responsible  for  paying  any  increase  in the  property
insurance caused by the acts or omissions of any other lessee of the building of
which the Premises are a part.
     (d) Lessee  shall pay any such premium  increases to Lessor  within 30 days
after receipt of Lessee of a copy of the premium statement or other satisfactory
evidence of the amount due. If the insurance policies maintained hereunder cover
other  improvements in addition to the Premises,  Lessor  shall  also deliver to
Lessee a statement of the amount of such increase  attributable  to the Premises

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<PAGE>

and showing in  reasonable  detail the manner in which such amount was computed.
If the term of this Lease shall not expire  concurrently  with the expiration of
the period covered by such insurance,  Lessee's  liability for premium increases
shall be prorated on an annual basis.

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 required to be insured  against under the terms of this Lease.  Lessee
and Lessor shall, upon obtaining the policies of insurance  required  hereunder,
give notice to the  insurance  carrier or  carriers  that the  foregoing  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,  Lessee upon notice from Lessor shall
defend  the same at  Lessee's  expense  by counsel  reasonably  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:  Unless caused by Lessor's  negligence,
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, leakage,  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 lessee,  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 lessee improvements.

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  maintained by Lessor.  Lessor may at Lessor's option
either (i) repair such force and effect,  or (ii) give written  notice to Lessee
within  thirty  (30) days  after the date of the  occurrence  of such  damage of
Lessor's  intention  to cancel  and  terminate  this Lease as of the date of the
occurrence  of such damage.  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

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<PAGE>

notice  to Lessor of  Lessee's  intention  to  repair  such  damage at  Lessee's
expense,  without  reimbursement  from  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 canceled and  terminated as of the date of the
occurrence  of such  damage,  and  neither  party  shall have  further  right or
obligations hereunder.

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  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,  and neither
party shall have further right or obligations hereunder.

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  and the same  cannot be
repaired  within 30 days  thereafter,  Lessor or Lessee  may,  at their  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 10 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,  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,  unless damage caused by Lessor's
negligence.
     (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  of 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.

10.1 [Section deleted and initialed.  Added "Lessor shall pay all property taxes
applicable to the Premises."] 4-29-96

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,  of 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.
Special  assessments  taxes to be  prorated  over  term of Lease  on) a pro rata
basis.

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
it) the  assessor's  work  sheets  or  other  information  as may be  reasonably


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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 property,  Lessee shall of a written statement  Lessee's said
personal  property  shall be assessed  with  Lessor's  real pay Lessor the taxes
attributable  to Lessee  within 10 days after  receipt  setting  forth the taxes
applicable to Lessee's property.

11. UTILITIES
     Lessee  shalt 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 other-wire 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 tile 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.

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:


                                       6                              [initials]
<PAGE>

     (a) The vacating or abandonment of the Premises by Lessee.
     (b) The failure by Lessee to make ally 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.
     (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 (3) days after  written  notice by Lessee to Lessor  provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(3) 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.

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  shalt 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



                                       7                              [initials]
<PAGE>

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
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 tile condemning  authority.  lessee shall pay amount
in excess of such severance damages required to complete such repair.

15. BROKER'S FEE:
     Upon  execution of this Lease by both  parties,  Lessor shall pay to Dunton
Industrial  Co.,  Patricia  Kunz,  broker,  a fee as  set  forth  in a  separate
agreement  between  Lessor  and  said  broker.  [Rest  of  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 that 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 retied 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.

16.12 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.


                                       8                              [initials]

<PAGE>

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,

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 10% per annum from
the date due.  Payment of such interest  shall not excuse or cure any default by
Lessee under this Lease, provided,
                                                                      [initials]
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.

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. Notices effective upon receipt of refusal of receipt.

16.9  Waivers:  No waiver by lessor of any  provision  hereof  shall be deemed a
waiver of any other  pro vision  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.

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

                                       9                              [initials]


<PAGE>

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 alt  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 date of said mortgage,  deed of trust or ground
lease or the date of  recording  thereof.
     (b)  Lessee  agrees  to  execute  any  documents   reasonable  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

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  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 for the use provided in
Section 6.1 subject to all of the provisions of this Lease.


                                      10                              [initials]
<PAGE>

16.24  Options:  In the event 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 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 Lessee  Building:  In the event the Premises are part of a larger
building or group of buildings,  then Lessee agrees it will 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
the convenience of other occupants and lessees of the building.  Further, Lessee
will promptly pay its pro rata share, as reasonably determined by Lessor, of any
maintenance  of 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 pro rata 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 of  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 attorneys' fees and expenses) incurred by Lessor 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:

          (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 Lessor's  option,  in the 60 days prior to the  termination  of the
     lease,  Lessor may  require  Lessee,  at  Lessee's  expense,  to provide an
     environmental   audit  to  Lessor  for the  premises,  where  Lessor  has a
     reasonable basis for such request.


                                      11                              [initials]

<PAGE>

16.27 Additional  Provisions:  If there are no additional provisions draw a line
from this point to the next printed word after the space left here. If there are
additional provisions place the same here.

     a)   With the  exception  of  vehicles,  no outside  storage of any kind is
          allowed.
     b)   Tenant is responsible for snow removal  immediately  outside this unit
          within five feet (5') of building.
     c)   Rent  received  after the 10th of any month will be assessed a fifteen
          percent (15%) late payment charge.

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:                                 Five K Investments
           -------------------------------   -----------------------------------

on:                                          By:/s/ Harold Kunz 5-3-96
   ---------------------------------------      --------------------------------

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

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

on:                                          By:/s/ Richard L. Anderson
   ---------------------------------------      --------------------------------
                                                Richard L. Anderson
                                                4-29-96
Address:                                     By:
        ----------------------------------      --------------------------------
                                        
        ----------------------------------        "LESSEE"  (Corporate Seal)
                             
        ---------------------------------- 





1/4/94










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