SOUTH BEND
                              MMDS LEASE AGREEMENT


         THIS  AGREEMENT  OF  LICENSE  made  and  entered  into  this  22 day of
December, 1992 by and between OI Capital Corporation a corporation organized and
existing  under the laws of the State of Indiana,  with its principal  office at
421 South Second Street, Elkhart, IN 46516, herein called LICENSOR, AND National
Micro Vision Systems, Inc., a Nevada Corporation herein called LICENSEE:

         WITNESSETH:

         That, for and in  consideration  of the mutual promises of LICENSOR and
LICENSEE,  herein  contained,  and  the  respective  performances  thereof,  the
LICENSOR  grants to the  LICENSEE  a  nonexclusive  License  to use its 700 foot
tower,  transmitter  building  (Premises)  at the base of said tower or in close
proximity, together with such other portion of its property located in the South
One-Third (1/3) of the West Half (1/2) of the Northwest Quarter (1/4) of Section
33, Township 37 North, Range 3 East, containing approximately 8.209 acres in St.
Joseph  County,  Indiana,  as is herein  specified,  but for no other  purposes,
subject to the following terms and conditions:

         1. This  License is granted  to enable the  LICENSEE  to rent space and
install  equipment for the purpose  operating MMDS wireless cable system E Group
For  South  Bend,  Ind.  at its own risk and  expense.  The use of the  property
granted by this License is for the installation,  operation,  and maintenance of
said  equipment,  including  base  station,  antenna pole or mast,  wiring,  and
accessories used therewith at places designated by LICENSOR.

         2.  The  term of the  License  shall  be for a  period  of  five  years
commencing  on the 1st day of  January,  1993,  and  ending  on the  31st day of
December, 1998; provided,  however, that either the LICENSOR or the LICENSEE may
cancel this  agreement by One Hundred  Twenty  (120) days written  notice ot the
other party.  After the term of this  agreement  expires,  this  contract  shall
continue  for  successive  additional  periods of one (1) month,  provided  that
either  LICENSOR or LICENSEE may  terminate  this  agreement at any time with or
without  cause upon  written  notice  other the other party sent by certified or
registered  mail.  LICENSEE  shall have the option to renew  this  License  upon
completion of the term of said  License,  except that the rental factor shall be
renegotiated between both parties for the renewal period.

         3. LICENSOR  agrees that this License  Agreement  becomes  binding only
upon  issuance,  by the Federal  Communications  Commission,  of the  LICENSEE'S
Operating License or Permit.

         4. The  LICENSEE  may  install an antenna  for the  heretofore  related
equipment,  at the 675 foot level on said tower.  A base station for such system
may be installed in the transmitter building.  Associated  transmission line may
be  installed  between  the base  station in the  transmitter  building  and the
antenna on the tower.  The  location  and quality of the  installation,  removal
maintenance and operation of all such equipment shall be subject to the absolute
control and approval of the  LICENSOR or it's agents.  All costs and expenses of
each installation,  removal, relocation, operation and maintenance shall be paid
by the LICENSEE,  except the power supply as hereinafter mentioned. No equipment
shall be installed by the LICENSEE until it is determined to the satisfaction of
the  LICENSOR or it's agent that said  equipment  will not  interfere in any way
with the normal operation of existing  communications and broadcast equipment at
the site. If, at any time,  LICENSEE'S equipment shall interfere in any way with
the normal operation of existing  communications and broadcast  equipment at the
site,  any cost  connected  with  the  adjustment  of  LICENSEE'S  or any  other
occupant's   transmitting   equipment,   made   necessary   by  the   LICENSEE'S
installation,  shall be borne solely by the LICENSEE.  LICENSEE  further  agrees
that at any time during the term of this  License,  should the  Licensor or it's
agents  determine that it is in the best interest of the tower site or the other
occupants of the tower for the  LICENSEE to relocate  it's antenna or place it's
transmitting  equipment  on an antenna  jointly  used by other  occupants of the
tower, the LICENSEE shall do so at it's expense,  provided that this can be done
without  any  undue  harm  to the  LICENSEE'S  signal.  LICENSOR  shall  make no
unreasonable request of LICENSEE, and any request shall be supported by adequate
technical information.
<PAGE>


         5. The  LICENSEE  shall pay to the  LICENSOR  the sum of Two Thousand &
00/100  Dollars  ($2000.00)  per month for each such MMDS wireless  cable system
installed and operated  under this License.  Said payments for each system shall
begin on the day of commencement of installation of equipment for that system or
90 days from the date of this License  which ever occurs  first,  and end on the
day of the removal of the last of such  equipment for that system.  Said monthly
payments  shall be paid in advance and on the first day of each  monthly  period
while the equipment  for such system is on the property of the  LICENSOR.  Power
required  for each such MMDS  wireless  cable  system shall be paid for, but not
guaranteed,  by the  LICENSOR as a part of said rental  consideration.  LICENSEE
agrees to the LICENSOR increasing the monthly rental rate, not to exceed fifteen
percent (15%), at the end of the third (3rd) year of the LICENSE AGREEMENT.

         6. The  LICENSEE  shall pay to and deposit with the LICENSOR the sum of
Two Thousand & 00/100 Dollars  ($2000.00)  prior to the commencement of the term
of this  License  Agreement,  which said  amount  shall be held by  LICENSOR  as
security  for the full and timely  performance  by the LICENSEE of all the terms
and  conditions  hereof.  The rights of the LICENSOR  against the LICENSEE for a
breach of this agreement  shall in no way be limited or restricted to the amount
of the  security  deposit  and the  LICENSOR  shall have the right to pursue any
available remedy to protect its interest  herein.  The deposit shall be returned
to the LICENSEE at the final  termination of this  agreement,  provided that all
the terms and conditions herein have been fully performed.

         7. In the event the an additional  MMDS System or group is installed by
the LICENSEE upon the  premises,  then the  additional  sum of One Thousand Five
Hundred & 00/100  Dollars  ($1500.00) per month shall be paid by the LICENSEE to
the LICENSOR.  The LICENSOR  agrees that the LICENSEE may further license others
to use it's equipment located upon the premises,  but any such sublicenses shall
be subject to the increased payment  provisions of this License  Agreement.  The
LICENSEE  hereby  agrees to indemnify  and save  harmless the LICENSOR  from and
against any and all claims, demands,  damages, and liabilities of every kind and
nature resulting from such sublicense agreements, except liability caused solely
by the negligence of the LICENSOR.

         8. Rights of ingress and egress over the  property of the  LICENSOR are
hereby  granted to the LICENSEE for the purpose of  conducting  the business for
which this  License is  granted;  provided,  however,  that such  rights and the
exercise  thereof  are  subject to the  absolute  control  and  approval  of the
LICENSOR.

         9. At the  termination  of this  License,  by the  expiration of timer,
cancellation,  or otherwise,  the LICENSEE  shall  promptly  remove all property
placed on the premises under this License and restore the LICENSOR'S property to
the  condition  it was in at  the  date  of the  execution  of  this  Agreement,
reasonable  wear and tear  excepted.  All such repairs to all of the  LICENSOR'S
property  used under this License shall be made by the LICENSEE at the times and
in the manner determined and directed by the LICENSOR.

         10. The LICENSEE  hereby  covenants  with the LICENSOR to indemnify and
save harmless the LICENSOR  against and from any and all liability of every kind
and nature  whatsoever  resulting  form the  existence  of this  License and all
operations and activities thereunder. To provide the LICENSOR with the indemnity
herein set forth,  the LICENSEE agrees to maintain a policy of insurance  issued
by a company  authorized  to do  business  in Indiana in an amount not less than
$500,000.00  for  bodily  injury,  including  death,  to  any  one  person,  and
$1,000,000.00 for all bodily injuries,  including death,  sustained by more than
one person in any one occurrence and  $300,000.00 for property damage in any one
occurrence.  The LICENSEE  shall  furnish the  LICENSOR  with a  certificate  of
insurance  issued by said company  evidencing  the  existence of such  insurance
annually.
<PAGE>


         11. To secure the  payment of the  License  Agreement  monthly  fee and
other liabilities of the LICENSEE hereunder, LICENSEE hereby grants to LICENSOR,
which  shall  continue  upon  default by  LICENSEE,  as defined in this  License
Agreement,   a  security  interest  in  all  of  LICENSEE'S  personal  property;
(including  without  limitation  LICENSEE'S  transmission  equipment,  feedline,
antenna,  dishes,  etc.;  whether now or hereinafter  acquired)  which is now or
hereinafter located at the premises and in the proceeds thereof,  including tort
claims and insurance (all hereinafter collectively referred to as "collateral").
LICENSEE  shall not permit  the  removal of any  collateral  from the  premises,
except with the  permission of the LICENSOR.  Upon the  occurrence of default of
this License  Agreement,  LICENSOR  shall have the  remedies of a secured  party
available under Indiana law. Theses remedies shall include,  without limitation,
the right to take  possession  of the secured  collateral  and for that  purpose
LICENSOR may enter the premises and remove it and LICENSEE  shall hold  LICENSOR
harmless from any and all liability sustained thereby,  except through wonton or
willful  misbehavior.  LICENSOR may require that  LICENSEE  make the  collateral
available to LICENSOR at a place to be  designated  convenient  to both parties.
LICENSOR  shall give  LICENSEE  at least 10 days prior to notice of the time and
place of any public sale thereof or of the time at which any private sale or any
other intended disposition thereof is to be made Expenses of retaking,  holding,
preparing  for sale,  selling and the like shall include  LICENSOR'S  reasonable
attorney's fees and legal expenses.

         12. This Agreement is subject to all Federal, State, and Municipal laws
and rules, regulations,  and order of governmental agencies,  including, but not
limited  to, the rules,  regulations,  and order of the  Federal  Communications
Commission.

         13. Neither this  Agreement nor any right or privileges  thereunder may
be assigned or transferred by operation of law or otherwise  without the written
consent of the LICENSOR.

         14.  Failure or delay on the part of the  LICENSOR  or the  LICENSEE to
exercise any right,  power or privilege  hereunder shall not operate as a waiver
thereof.

         15. All notices and  demands  which may or are  required to be given by
either  party to the other  hereunder  shall be in writing  and shall be sent by
United Stated  Certified or registered mail,  postage prepaid,  addressed to the
LICENSEE at 17138 Von Karman,  Irvine,  California  92714 and  addressed  to the
LICENSOR at 421 South Second Street, Elkhart, IN 46516, or to such other firm or
to such other place as  LICENSOR or it's agents may from time to time  designate
in writing.

         16.  This  contract  constitutes  the entire  agreement  of the parties
hereto and shall supersede all other prior offers, negotiations and agreements.

         17. Licensee at it's  discretion,  may install an electrical  generator
for the operation of it's  equipment.  The location and  installation  procedure
shall require prior written approval of license.



         Executed at Elkhart, Indiana, the day and year first above written.

                                            OI       CAPITAL CORPORATION


                                            By: _________________________
                                                   LICENSOR

                                            NATIONAL MICRO VISION SYSTEMS, INC.


                                            By: __________________________
                                                   LICENSEE