<PAGE>
                                                              Exhibit 10.46
LEASE TERMINATION AND ASSUMPTION AGREEMENT

      This Lease Termination and Assumption Agreement (the "Agreement"), is
made and entered into as of the 22nd day of December, 2000, by and between
SBC Asset Management Inc., a Delaware corporation, referred to herein as
"AMI", whose business address is 1010 North St. Mary's, Room 550, San
Antonio, Texas, and Network Access Solutions Corporation, a Delaware
corporation, whose business address is 13650 Dulles Technology Drive,
Herndon, Virginia, referred to herein as "NAS".

W I T N E S S E T H, T H A T:

      WHEREAS, NAS is the lessee of approximately 61,500 square feet of
space at 22601 Davis Drive in Sterling, Virginia under a lease by and
between NAS and TransDulles Center, Inc. (the "Davis Landlord"), dated
April 8, 1999, (the "Davis Lease"), and

      WHEREAS, NAS is the lessee of approximately 113,093 square feet of
space at Three Dulles Tech Center located at 13650 Dulles Technology Drive,
Herndon, Virginia under a lease by and between NAS and Dulles Tech, Inc
(the "Dulles Landlord") dated October 27, 1999 as amended by an agreement
between NAS and the Dulles Landlord dated March 1, 2000 (collectively, the
"Dulles Tech Center Lease"), and

      WHEREAS, it is the desire of NAS to enter into an agreement with AMI
whereby AMI would assume the lease responsibility for a portion of the
Davis Lease and the Dulles Tech Center Lease upon the terms and provisions
hereafter set forth;

      NOW THEREFORE, in consideration of the mutual promises, conditions,
covenants and considerations passing between the parties hereto, it is
understood and agreed by and between the parties to this agreement as
follows, to-wit:


I. TERMINATION AND ASSUMPTION

      (a)   Upon and subject to all of the terms and provisions of this
Agreement, and in consideration of the representations, covenants, and
agreements set forth herein, and in further consideration of the joint
execution of the Settlement Agreement and Mutual General Release between
SBC Communications Inc. and NAS dated December 22, 2000, NAS and AMI hereby
agree to cooperate with each other and use commercially reasonable efforts
to terminate the Dulles Tech Center Lease with respect to approximately
46,022 square feet, constituting the fourth and fifth floors of Three
Dulles Tech Center (the "Dulles Termination Space").  In consideration for
the partial termination of the Dulles Tech Center Lease, (i) AMI will agree
to enter into a lease with the Dulles Landlord for the Dulles Termination
Space, upon mutually agreeable terms with the rental obligation per square
foot not to exceed the rent paid by NAS and, (ii) NAS will simultaneously
enter into a termination agreement with the Dulles Landlord for the Dulles
Termination Space, in which NAS will agree to vacate such premises by the
rent commencement date set forth in the lease between AMI and the Dulles
Landlord.  AMI will use commercially reasonable efforts to ask the Dulles
Landlord to return NAS's Letter of Credit to NAS, provided, however, that
AMI shall not be required to incurr any additional expenses or financial
risks.

      (b)   NAS covenants and agrees to vacate the Dulles Termination Space
in the condition comparable to the physical inspection done by Equis
Corporation on December 18, 2000 and in broom clean condition at least ten
days prior to the rent commencement date of a lease between AMI and the
Dulles Landlord.  Notwithstanding the foregoing, NAS shall be permitted to
remove certain furniture from the fifth floor.

      (c)   Upon and subject to all of the terms and provisions of this
Agreement, and in consideration of the representations, covenants, and
agreements set forth herein, and in further consideration of the joint
execution of the Settlement Agreement, NAS and AMI hereby agree to
cooperate with each other and use commercially reasonable efforts to
terminate the Davis Lease with respect to approximately 46,500  square feet
of space (the "Davis Termination Space").  In consideration for the partial
termination of the Davis Lease, (i) AMI will agree to enter into a lease
with the Davis Landlord for the Davis Termination Space upon mutually
agreeable terms with the rental obligation per square foot not to exceed
the rent paid by NAS, and (ii) NAS will simultaneously enter into a
termination agreement with the Davis Landlord for the Davis Termination
Space, in which NAS will agree to vacate such premises by the rent
commencement date set forth in the lease between AMI and the Davis
Landlord.  The exact location of the Davis Termination will be determined
by mutual agreement between the parties, provided however that it will
contain all of the office space and the warehouse space directly contiguous
to the office space.

      (d)   NAS covenants and agrees to vacate the Davis Termination Space in
the condition comparable to the physical inspection done by Equis
Corporation on December 18, 2000 and in broom clean condition at least ten
days prior to the rent commencement date of a lease between AMI and the
Davis Landlord.  . Notwithstanding the foregoing, NAS shall be permitted to
remove certain furniture from the office space.

      (e)   In the event NAS remains in possession of the Dulles Termination
Space or Davis Termination Space after the rent commencement date set forth
in the leasebetween AMI and its respective landlord, notwithstanding that
such rent commencement date may not start due to the holdover occupation of
NAS, then NAS will pay AMI one hundred and fifty percent (150%) of the then
applicable monthly base rent for each thirty day period they remain in the
space, with such amount prorated on a per diem basis for period less than
thirty days.  NAS shall indemnify AMI (y) against all claims for damages by
any other party to whom AMI may have leased all or any part of the Davis
Termination Space or Dulles Termination Space, effective upon the date that
is forty-five (45) days after such rent commencement date and (z) for all
other losses, costs and expenses, including reasonable attorneys' fees,
incurred by reason of such holding over after such 45th day.




II. ALTERNATIVE SUBLEASE OF DULLES TECH CENTER LEASE

      If both parties use commercially reasonable efforts to terminate a
portion of the Dulles Tech Center Lease relating to the Dulles Termination
Space and relet such lease with AMI as the tenant, and the Dulles Landlord
does not agree to such arrangement within 60 days of the date of this
Agreement, then AMI will agree to sublet from NAS in the form attached as
Exhibit A the, fourth and fifth floors of such lease for the remaining term
of such lease at the same rental rate being paid by NAS.  A sublease
entered into under this section will not be effective, nor will any rent be
due or owing, until NAS has completely vacated the entire subleased
premises (except for furniture) and delivered such premises to AMI in broom
clean condition.  Notwithstanding anything to the contrary, NAS will vacate
Dulles Termination Space within thirty days after written notice from AMI.
In the event NAS remains in possession of the Dulles Termination Space
after the expiration of such thirty day period, then NAS will pay AMI one
hundred and fifty percent (150%) of the then applicable monthly base rent
for each thirty day period they remain in the space, with such amount
prorated on a per diem basis for period less than thirty days.  NAS shall
indemnify AMI (y) against all claims for damages by any other party to whom
AMI may have leased all or any part of the Dulles Termination Space,
effective upon the date that is forty-five (45) calendar days after the
expiration of the thirty day notice period and (z) for all other losses,
costs and expenses, including reasonable attorneys' fees, incurred by
reason of such holding over after such 45th day.


III.  ALTERNATIVE ASSIGNMENT OF DAVIS LEASE

      (a)   If both parties use commercially reasonable efforts to terminate
a portion of the Davis Lease relating to the Davis Termination Space and
relet such lease with AMI as the tenant, and the Davis Landlord does not
agree to such arrangement within 60 days of the date of this Agreement, NAS
and AMI hereby agree to enter into an Assignment Agreement in the form
attached as Exhibit B hereto whereby NAS will assign its entire leasehold
interest in the Davis Lease to AMI.  NAS agrees that it will remain liable
for all claims, actions, losses, damage, costs, and expenses relating to
periods prior to the effective date of the assignment to AMI.
Simultaneously with, and as a condition to, the execution of the Assignment
Agreement, NAS will enter into a sublease with AMI for the same rental rate
being paid by AMI in the form attached as Exhibit A for 15,000 square feet,
more specifically described in Exhibit C.

IV.  PARKING AT DAVIS LEASE

Regardless of the means by which AMI occupies the Davis Termination Space,
NAS hereby agrees that on the effective date of any agreement whereby AMI
is obligated to pay rent for the Davis Termination Space, NAS will
relinquish any rights it has to the parking spaces located in front of the
loading dock door areas of  22601 Davis Drive.  NAS will enforce this
parking policy with its employees, agents, invitees and guests and will
indemnify AMI for any costs damage, costs, and expenses it may suffer as a
result of a violation of this parking agreement.


IV.  PBX COMMUNICATIONS SYSTEM

NAS hereby agrees that it will allow AMI or any subtenant or assignee of
AMI in Three Dulles Tech Center access to cables, conduits and risers
through the floors occupied by NAS in order to install a telecommunications
system..

VI. FURNITURE

In the event AMI sublets any space in the Davis Termination Space or the
Dulles Termination Space to an unaffiliated third party, AMI will use
commercially reasonable efforts to facilitate the sale or leasing of NAS's
furniture remaining in such space by its subtenant from NAS.  In the event
AMI's subtenant is not willing to lease or buy such furniture, NAS will
remove such furniture within fifteen business days of written notice from
AMI.  In the event AMI does not sublease the Davis Termination Space or
Dulles Termination Space and uses the such space itself, and AMI is not
willing to lease or buy such furniture itself, NAS will remove such
furniture within fifteen business days of written notice from AMI.

VII. CONTINGENT MARKETING OF DULLES TECH CENTER LEASE

NAS shall be permitted to engage the Irving Group to market the Dulles
Termination Space until January 31, 2001.  If NAS notifies AMI in writing
prior to January 31, 2001 that it has found a subtenant for the Dulles
Termination Space, AMI shall have no further obligations with respect to
such space under this Agreement.  NAS may request in writing to AMI no
later than January 31, 2001 an extension for an additional month to market
the Dulles Termination Space, in which case NAS shall have until February
28, 2001 to deliver the notification AMI that it has found a subtenant.  A
notification delivered by February 28, 2001 under the preceding sentence
shall have the effect of releasing AMI from all liability with respect to
the Dulles Termination Space under this Agreement.  Upon such an extension,
AMI will be given an additional thirty days, but in no event sooner than
April 1, 2001, before it is obligated to take the Dulles Termination Space.
NAS shall indemnify AMI and hold AMI harmless from and against any and all
liability, loss, damage, expense, claim, action, demand, suit or obligation
arising out of or relating to payment of any commissions claimed by The
Irving Group or other brokers retained by NAS.


VIII. TENANT FINISH INCENTIVE

As additional consideration for this Agreement, AMI will pay  NAS $300,000
within forty five calendar days from the date of this Agreement, as an
incentive to vacate the Dulles Termination Space.





IX. CONFIDENTIALITY

      The parties hereto agree not to disclose to others any of the terms or
conditions of this Agreement, except as may be necessary in discussions
with legal representatives, accountants, and third party lenders.  The
parties also agree to do all things necessary to prevent any of their
employees, representatives, and agents from disclosing any such information
to third persons.  Specifically, but without limiting the foregoing, each
Party agrees and acknowledges that the disclosure by a party of the terms
and conditions of this Agreement to any other third party could cause
irreparable harm to such party, and agrees not to make such a disclosure.
Each Party will have the right to enforce the provision of this Section by
injunctive relief, including specific performance.  Such remedies shall not
be deemed to be the exclusive remedies for a breach of this agreement but
shall be in addition to all other remedies available at law or equity.  The
obligations set forth in this Article 15 will survive the termination of
this Agreement for two (2) years.





X. NOTICES

      All notices and other communications required or permitted hereunder
shall be deposited with the U. S. Postal Service, properly addressed and
bearing sufficient postage with return receipt requested, delivered by
overnight delivery service, or given by personal delivery or notice by
facsimile during business hours of the notice; all such notices shall be
considered timely delivered when actually received by Lessor.  The
addresses hereafter set forth may be changed by the parties hereto in
compliance with the notice provisions of this article.  The initial
addresses of the parties for all purposes hereof shall be as follows, to-
wit:



AMI:              1010 St. Mary's Room 515
            San Antonio, TX 78215
            Attn: Lease Administration

with a copy to:Kenneth H. Gitter
            SBC Operations, Inc.
            175 E. Houston
            San Antonio, Texas  78258


NAS:        Network Access Solutions
            13650 Dulles Technology Drive
            Herndon, Virginia
            Attn:  Scott Yancey




XI. AUTHORITY

      NAS and AMI warrant and covenant each to the other that each has taken
all actions necessary to authorize the execution and delivery of the
Agreement by the signatories hereto.

XII. BROKERAGE FEES

      NAS and AMI represent and warrant to each other that no broker was
involved in connection with this transaction, and each party agrees to
indemnify and hold the other harmless from and against the claim of any
broker made in connection with this Agreement.

XIII. ATTORNEY'S FEES

      Should it be necessary for any party to this Agreement to consult or
employ an attorney to enforce any obligation assumed hereunder, the
prevailing party shall be awarded reasonable attorney's fees for the
services so rendered.

XIV. BINDING EFFECT

      This Agreement shall be binding upon and shall inure to the benefit of
NAS and AMI and their respective heirs, assigns, successors and legal
representatives.


XV. LAW AND VENUE

      This Agreement shall be construed and governed by the laws of the
State of Delaware.

XVI. AMENDMENTS

      This Agreement may be amended only in writing, executed by NAS and AMI
or their permitted transferees hereunder.

XVII. ENTIRE AGREEMENT

      This Agreement, together with any exhibits attached hereto or
delivered pursuant to the same, shall constitute the entire agreement
between the parties hereto.  No party shall be bound by any communications
between them on the subject matter of this Agreement unless the
communication is in writing, bears a date contemporaneous with or
subsequent to the date of this Agreement, and is agreed to by all parties
hereto.  On execution of this Agreement, all prior agreements or
understanding between the parties regarding the subject matter hereof shall
be null and void.

XVIII. SEVERABILITY

      In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not  affect
any other provision hereof, and this Agreement shall be construed as if the
invalid, illegal or unenforceable provision had never been contained
herein.

XVIII HEADINGS

      The heading of the articles and paragraphs of this Agreement are for
guidance and convenience of reference only and shall not otherwise affect
any of the terms or provisions hereof.

XIX. COUNTERPARTS

      This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original instrument, and all of which together
shall constitute one and the same instrument.  This Agreement shall become
operative when each party has executed at least one counterpart hereof.
SBC Asset Management, Inc.                Network Access Solutions
Corporation


By: /s/ Michael Edelmann                  By:   /s/ Jonathon Aust
   Michael Edelmann                            Jonathon Aust

Its: _President                           Its: Chief Executive Officer


Date: 12/22/00                            Date: 12/22/00









Exhibit A

                                   SUBLEASE


      THIS AGREEMENT made this _____ day of _____________, 2___, by and
between ____________________________, having an office at
_________________________ ("Sublessor"), and
________________________________, having an office at
_____________________________________________ ("Sublessee").

      WHEREAS, Sublessor leases ___________ rentable square feet of space
(shown on the attached Exhibit A) on the _____ (___) floor of a building
(the "Building") located at___________________________________________ (the
"Premises"), pursuant to a certain lease dated___________________,as
amended by __________________________________________  (collectively, the
"Lease"), made by and between__________________, as landlord ("Landlord")
and Sublessor as tenant, which Lease is attached hereto as Exhibit B and
made a part hereof; and

      WHEREAS, Sublessee wishes to sublet____________ rentable square feet
of space on the _______ (___)  floor, as shown on the attached Exhibit A
(the "Sublet Premises") from Sublessor; and

      WHEREAS, Sublessor wishes to sublet the Sublet Premises to Sublessee
upon certain terms and conditions.

      NOW, THEREFORE, the parties hereto, for themselves and their
respective successors and assigns, in consideration of the Sublet Premises
and the covenants hereinafter contained and the sum of Ten Dollars ($10.00)
to each party paid by the other, the receipt of which is hereby
acknowledged, do covenant and agree as follows:

     1.     Term and Consent.  Sublessor does hereby sublet to the Sublessee
the Sublet Premises on the terms and conditions set forth in this Sublease
for the term of___________ (___) months commencing on
_______________________ (the "Commencement Date"), and ending
on_____________________ (the "Expiration Date"), unless sooner terminated
under the terms of this Sublease or the Lease.  Sublessor represents and
warrants that it has obtained the unconditional written consent of Landlord
to this Sublease, evidence of which is attached hereto as Exhibit C.

     2.     Access.  Sublessee shall have the right, at all times throughout
the term of this Sublease, to enter any portion of the Premises not
included in the Sublet Premises for ingress to and egress from the Sublet
Premises necessary for the use and enjoyment of the Sublet Premises.

     3.     Use and Quiet Enjoyment.  Sublessee shall use the Sublet Premises
for general office purposes and uses incidental thereto.  Sublessor
covenants that Sublessee shall have peaceful and quiet enjoyment of the
Sublet Premises during the term of this Sublease.

     4.     Rent.
            (1)   Base Rent.  The annual base rent is
_______________________________  ($____________) based on $_____ per
rentable square foot per annum, and payable by Sublessee to Sublessor in
equal monthly installments of__________________________________
($_________), commencing on the Commencement Date and thereafter for each
month through the term of this Sublease.  Rent for any partial month shall
be equitably prorated.  The base rent shall be paid by check, mailed by the
first business day of each month to the address set forth in Paragraph 10
hereof, or any other address as Sublessor shall designate from time to time
by written notice to Sublessee.

            (2)   Additional Rent.  Sublessee shall pay to Sublessor
"Sublessee's Proportionate Share," as hereinafter defined, of "operating
costs," as defined in the Lease.  Sublessee's Proportionate Share shall be
a fraction, the numerator of which is the rentable square footage of the
Sublet Premises and the denominator of which is the total rentable square
footage of the Building.  Such additional rent shall be payable as and when
operating costs are payable by Sublessor to Landlord, provided:
(i) Sublessor provides Sublessee with a copy of Landlord's statement, a
calculation of Sublessee's Proportionate Share, and any supporting
documentation Landlord is obligated to provide Sublessor; and
(ii) Sublessee shall have at least thirty (30) days from the receipt of
such documentation to make such additional rent payment.  If Sublessor has
audit rights under the Lease, upon Sublessee's prior written request,
Sublessor shall exercise its audit rights under the Lease with an auditor
acceptable to Sublessee, at Sublessee's cost and expense, unless Landlord
is required to pay any portion of the same under the Lease.

     5.     Preparation of Sublet Premises.

            (1)   Preparation Work.  Sublessor shall deliver the Sublet
Premises in vacant, broom-clean condition at least _________ (__) days
prior to the Commencement Date.

            (2)   Access.  Prior to the Commencement Date, Sublessee shall be
permitted entry to any portion of the Building, Premises and Sublet
Premises necessary for the prosecution of the Preparation Work and
installation of Sublessee's furniture, fixtures and equipment.  Sublessor
shall obtain, at no cost to Sublessee, Landlord's consent to Sublessee's
use of the Building's systems and access to the Building as necessary for
the Preparation Work and installation of its furniture, fixtures and
equipment, including cabling and wiring.

            (3)   Compliance with Laws.  Sublessor shall be responsible, at
Sublessor's sole cost, for the compliance of the Sublet Premises with all
laws, ordinances, statutes and regulations from all governmental
authorities, ("Laws") including any environmental Laws, (excluding those
which apply to Sublessee's specific use of the Sublet Premises).  Sublessee
shall perform the Preparation Work in accordance with all Laws.
Notwithstanding anything to the contrary stated herein and in the Lease,
Sublessee shall not be responsible for any violations of Laws which were in
existence as of the Commencement Date, and Sublessor hereby waives any
claims against Sublessee with regard to the same.

     6.     Lease Provisions.  Except as otherwise expressly provided in, or
otherwise inconsistent with this Sublease, or to the extent not applicable
to the Sublet Premises, the terms, provisions, covenants, conditions,
rights, and obligations contained in the Lease are incorporated in this
Sublease by reference, and are made a part hereof, provided that Sublessor
shall be substituted for the "Landlord" under the Lease, Sublessee shall be
substituted for the "Tenant" under the Lease, and Sublet Premises shall be
substituted for "Premises" under the Lease.  Notwithstanding the foregoing,
the following provisions of the Lease shall be deemed deleted therefrom and
shall have no force and effect as between Sublessor and
Sublessee:_________________________________.

     7.     Default.
            (1)   Sublessee.  If Sublessee shall:  (i) fail to pay any
installment of rent hereby reserved within ten (10) days after receiving
written notice that the same is overdue; or (ii) default in fulfilling any
of the covenants or provisions of this Sublease on its part to be performed
and shall fail to remedy such default within thirty (30) days after
Sublessor shall have given Sublessee written notice of such default, then
Sublessor shall have any right, power or remedy permitted to it by law or
equity, except that Sublessor shall not have the right to terminate this
Sublease if Sublessor otherwise has such right at law unless Sublessor has
given Sublessee thirty (30) days prior written notice of the date of
termination.  Sublessor shall use commercially reasonable efforts to
mitigate its damages in the event of default by Sublessee.

            (2)   Sublessor.  If Sublessor or Landlord shall default in
fulfilling any of the covenants or provisions of, with respect to the
Sublessor, this Sublease on its part to be performed, and with respect to
Landlord, the Lease on its part to be performed as it affects the Sublet
Premises, and fail to remedy such default within thirty (30) days after
Sublessee shall have given Sublessor written notice of such default, then
Sublessee shall have all rights, powers and remedies as may be permitted to
it by law or equity.  In addition, in the event that a condition arises in
the Sublet Premises or the building which lasts more than thirty (30) days
without being remedied to Sublessee's reasonable satisfaction and which
threatens the health or safety of Sublessee's employees or materially
disrupts Sublessee's business, the Sublessee may terminate this Sublease by
giving thirty (30) days prior written notice to Sublessor and vacate the
Sublet Premises.  Sublessor shall provide Sublessee with a copy of any
notice of default sent by Landlord within two (2) days of Sublessor's
receipt of same.  Sublessor shall further provide Sublessee with a copy of
any notice of default sent to Landlord simultaneous with its delivery to
Landlord.

            (3)   Sublessee Cure Rights.  Notwithstanding the foregoing, and
upon prior written notice to Sublessor, Sublessee shall have the right to
cure a Sublessor default of the Lease or Sublease and a Landlord default of
the Lease which affects the Sublet Premises.  In the event Sublessee cures
a Landlord or Sublessor default, Sublessee may offset the reasonable cost
of such cure against its base rent and additional rent payments hereunder.

     8.     Enforcement of Landlord Obligations.  Sublessor shall diligently
use good faith and reasonable efforts to enforce Landlord's obligations to
the Sublessor under the Lease as the same may affect the Sublet Premises.
In addition, Sublessor hereby assigns to Sublessee, for so long as this
Sublease shall be in existence, the right, to be exercised separately or
together with the Sublessor, to enforce Landlord's obligations to the
Sublessor under the Lease.



     9.     Indemnification.
            (1)   Sublessee.  Sublessee shall defend and indemnify Sublessor
and save Sublessor harmless from and against any and all losses, claims,
liability, expenses and damages (other than consequential damages) which,
either directly or indirectly, in whole or in part, arise out of or result
from (i) the negligence or willful misconduct of Sublessee, its agents,
contractors or employees; or (ii) any act or occurrence in the Sublet
Premises, unless caused by the negligence or willful misconduct of
Sublessor or Landlord, their respective agents, contractors or employees.

            (2)   Sublessor.  Sublessor shall defend and indemnify Sublessee
and save Sublessee harmless from and against any and all losses, claims,
liability, expenses and damages (other than consequential damages) which,
either directly or indirectly, in whole or in part, arise out of or result
from (i) the negligence or willful misconduct of Sublessor, its agents,
contractors or employees; or (ii) any act or occurrence in the Premises
(other than the Sublet Premises), unless caused by the negligence or
willful misconduct of Sublessee, its agents, contractors or employees.

            (3)   The rights and obligations of Sublessor and Sublessee under
this Paragraph 9 shall survive the expiration or earlier termination of
this Sublease.

     10.    Notice.  Any notice, approval, request, consent, bill, statement
or other communication required or permitted to be given, rendered or made
by either party hereto, shall be in writing and shall be sent to the
parties hereto by a reputable overnight mail service, or certified United
States mail, postage prepaid, return receipt requested, at the following
addresses:

            Sublessee:        ____________________________
                        ____________________________
                        ____________________________
                        ____________________________

            Sublessor:        ____________________________
                        ____________________________
                        ____________________________
                        ____________________________

     11.    Brokerage. Each party represents to the other that (a) it has not
dealt with any broker, agent or other intermediary who is or may be
entitled to be paid a broker commission or finder's fee in connection with
this Sublease, except for___________________ (the "Broker"); and (b) there
are no known claims for brokerage commissions or finder's fees in
connection with this Sublease, except as to the Broker.  Sublessor
acknowledges that any commission or finder's fee due to the Broker in
connection with this Sublease shall be the sole obligation of Sublessor.
Each party agrees to indemnify the other and hold it harmless from all
liabilities arising from breach of the representations stated above.  The
representations and obligations contained in this Paragraph 11 shall
survive the termination of this Sublease.

     12.    Amendments to Lease.  If any amendment to the Lease  materially
or adversely affects the terms of the Sublease, Sublessee's prior written
consent to the amendment shall be required, which consent shall not be
unreasonably withheld, conditioned or delayed.  Sublessor shall provide
Sublessee with a copy of all amendments to the Lease prior to the effective
date of the same.

      13.   Parking.  Sublessee shall have the right to use _____________ of
the __________________ parking spaces which Sublessor is entitled to use
pursuant to, and in accordance with, Paragraph __ of the Lease.

      IN WITNESS WHEREOF, the parties have hereto executed this Sublease on
the date above written.

Signed, Sealed, and Delivered
in the Presence of:                       SUBLESSOR:



______________________________            By:_____________________________

                                          Its
______________________________


                                    SUBLESSEE:




______________________________            By:_____________________________

                                          Its
______________________________

<PAGE>
                                   EXHIBIT C

                        CONSENT OF LANDLORD TO SUBLEASE


      ______________________ ("Landlord"), for good and valuable
consideration, received to its full satisfaction
from_____________________________ ("Sublessee"), hereby consents to the
execution by ________________________ ("Sublessor"), of that certain
Sublease by and between Sublessor and Sublessee, dated as
of______________________ (the "Sublease").  Landlord further acknowledges
and agrees that: (i) Sublessee shall have the right to use the Sublet
Premises for the use described in Paragraph 3 of the Sublease; and (ii)
Landlord approves the Plans referenced in subparagraph 5(a) of the
Sublease.  Landlord further acknowledges and agrees that Sublessee shall
have the right to enforce all obligations and agrees that Sublessee shall
have the right to enforce all obligations of Landlord under the Lease by
and between Landlord and Sublessor as they relate to the Sublet Premises in
the same manner and under the same conditions and restrictions as Sublessor
may enforce those obligations under the Lease.

      IN WITNESS WHEREOF, Landlord has caused this Consent of Landlord to
Sublease to be executed as of the _____ day of _______________, 2____.

Signed, Sealed, and Delivered
in the Presence of:                             LANDLORD:




______________________________                  By:_____________________________

                                                Its
______________________________


<PAGE>
Exhibit B


ASSIGNMENT AGREEMENT



      THIS ASSIGNMENT AGREEMENT ("Agreement") is made and entered into as of
the ___  day of __________, 2000 by and between
________________________________, a ________________ corporation having an
office at ________________________________________ ("Assignor"), and
________________________________, a ________________ corporation having an
office at ________________________________________ ("Assignee").

W I T N E S S E T H:

      WHEREAS, Assignor is the tenant under that certain lease, as amended,
described in Exhibit A annexed hereto and made a part hereof (collectively,
the "Lease"); and

      WHEREAS, a copy of the Lease is annexed hereto as Exhibit B and made a
part hereof; and

      WHEREAS, Assignor has agreed to assign all of its right, title,
interest, claim, and demand in, to, and under the Lease; and

      WHEREAS, Assignee has agreed to accept such assignment and to assume
the obligations of Assignor under the Lease.

      NOW, THEREFORE, in consideration of the sum of Ten and 00/100 Dollars
($10.00) and other good an valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.          The recitals set forth above are true and correct.

2.          Assignor represents that the Lease is in full force and effect.

3.          Effective _________________ (the "Effective Date"), Assignor
hereby grants, bargains, sells, assigns, transfers, and conveys to Assignee
all of its right, title, interest, claim, and demand in and to: (a) the
Lease, including, but not limited to, all renewal rights thereunder, and
(b) Assignor's rights to all improvements, tenements, hereditaments, and
appurtenances belonging or appertaining to the "Premises," as defined in
the Lease.

4.          Assignee hereby accepts the foregoing assignment and agrees, from
and after the Effective Date, to comply with, abide by and perform all of
the terms, covenants, conditions, and undertakings of the Lease arising,
relating and accruing after the Effective Date..

5.          Assignee agrees to indemnify, defend, and hold harmless Assignor
from and against all claims, actions, losses, damage, costs, and expenses
(including, without limitation, reasonable attorneys' fees and costs
including costs and fees associated with any appeals) that may be paid or
incurred at any time by Assignor arising out of Assignee's failure to
comply with any of the terms, covenants, conditions, and obligations of
Assignee under the Lease, arising, relating and accruing subsequent to the
Effective Date.

6.          Assignor agrees to indemnify, defend, and hold harmless Assignee
from and against all claims, actions, losses, damages, attorneys' fees, and
costs (including costs and fees associated with any appeals) that may be
paid at any time by Assignee arising out of Assignor's failure to comply
with any of the terms, covenants, conditions, and obligations of Assignor
under the Lease, relating or accruing to periods prior to the Effective
Date.

7.          This instrument may be executed in more than one counterpart, all
of which shall constitute one document.

      IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement
to be duly executed as of the day and year first above written.

Signed, Sealed, and Delivered
in the Presence of:                       ASSIGNOR:




______________________________            By:     ______________________________

                                              Its
______________________________
                                          ASSIGNEE:



______________________________            By:     _____________________

                                              Its
______________________________



STATE OF ______________

COUNTY OF ? ss.

    On this ___ day of _______________, 2000, personally appeared
________________________, as ____________________ of ____________________,
signer and sealer of the foregoing instrument, and acknowledged the same to
be his/her free act and deed and the free act and deed of said corporation,
before me.


                                              ______________________________

                                              Notary Public
                                              My commission expires:___________



STATE OF

COUNTY OF ? ss.

    On this ____ day of ___________________, 2000, personally appeared
_____________________, as _____________________________, of signer and
sealer of the foregoing instrument, and acknowledged the same to be his
free act and deed and the free act and deed of said corporation, before me.


775:
     ______________________________

                                              Notary Public
                                              My commission expires:___________




<PAGE>
EXHIBIT A


<PAGE>
EXHIBIT C


A detailed floorplan will be provided by NAS.