DEED OF OFFICE LEASE

MADE AND EXECUTED  this 27th day of February  1997, by and between The Air Force
Association  (hereinafter  called  "Landlord") and MultiMedia Access Corporation
(hereinafter called "Tenant").

                                   WITNESSETH

         That in consideration of the mutual covenants,  promises and agreements
herein contained, the parties do hereby covenant, promise, and agree to and with
each other as follows:

1.  PREMISES.  Landlord  does hereby  grant,  demise and lease,  and Tenant does
hereby take and hire from Landlord,  the Premises known as; Suite 160 containing
approximately 613 square feet of rentable area,  measured in accordance with the
WDCAR method situated on the first floor of the Air Force Association  Building,
located  at 1501 Lee  Highway,  Arlington,  Virginia  22209  ("Building").  Said
premises  shall be completed in  accordance  with Exhibit "A" (Plans)  utilizing
Landlord's selection of building standard materials and finishes.

2.  TERM AND  POSSESSION.  The term of this  lease  shall  be three  (3)  years,
commencing upon substantial  completion of the tenant improvements  estimated to
be on the  fifteenth  day of March,  1997,  and fully  ending at Midnight on the
fourteenth day of March, 2000. If possession is given to Tenant on any day other
than the first day of the month,  Tenant shall pay Landlord the pro rated rental
for the balance of such calendar month, and the stated term above provided shall
commence on the first day of the next calendar month.

         If delivery of possession of the premises  shall be delayed  beyond the
date specified above for the commencement of the term of this lease,  through no
fault of the Landlord, Landlord shall not be liable to the Tenant for any damage
resulting  from such  delay and the  Tenant's  obligation  to pay rent  shall be
suspended and abated until possession of the premises is delivered. In the event
of such a delay,  it is understood and agreed that the  commencement of the term
of this lease shall also be postponed  until delivery of possession and that the
termination date of the term shall be correspondingly extended.

3. RENT.  The basic annual  rental for the demised  premises for the first lease
year  shall be Eleven  Thousand  Thirty  Four and 00/100  Dollars  ($11,034.00),
payable  in equal  monthly  installments  of Nine  Hundred  Nineteen  and 50/100
Dollars  ($919.50) on the first day of each calendar month, in advance,  without
demand and without any  deduction or set off  whatsoever to and at the office of
Leggat McCall Properties Management of Metropolitan Washington,  Inc., having an
address of 2800 Shirlington Road, Suite 700,  Arlington,  Virginia 22206, or its
successors or assigns. Any installment of rent which is not paid within ten (10)
days after the due date shall be subject, at Landlord's option, to a late charge
equal  to five  percent  (5%) of the  amount  due,  which  shall be  payable  as
additional rent.

4. INITIAL PAYMENT.  Tenant,  concurrently with the execution of this Lease, has
deposited  with Landlord the sum of One Thousand  Eight Hundred  Thirty Nine and
00/100 Dollars  ($1,839.00),  of which Nine Hundred  Nineteen and 50/100 Dollars
($919.50)  shall apply to the first month's rent, and Nine Hundred  Nineteen and
50/100   Dollars ($919.50) shall apply to the Security Deposit under this Lease.

5. USE. The demised  Premises  shall be used for general  office use and for  no
other  purpose.  Tenant  shall not permit any business to be operated in or from
the Demised  Premises by any  concessionaire  or licensee  without prior written
consent of Landlord.

6. OPERATING  EXPENSES/REAL ESTATE TAXES. Tenant shall pay its pro rata share of
the increase in "Operating Expenses and Real Estate Taxes" (defmed below) during
the terin of this lease as additional rental (hereinafter,  "OE Rent").* OE Rent
shall be determined in the following manner:

(a) The base  year,  for the  purposes  of this  paragraph,  is  defined  as the
calendar year 1997.

(b) After the end of each calendar  year,  Landlord  shall furnish Tenant with a
statement  setting  forth the  Operating  Expenses and Real Estate Taxes for the
preceding  calendar year,  and the Operating  Expenses and Real Estate Taxes for
the base year. Tenant shall receive an invoice showing its pro rata share of the
Increase  in  Operating  Expenses  and Real  Estate  Taxes  for the most  recent
calendar  year over the base year,  which  amount shall be Tenant's OE Rent with
respect to such year.  Tenant shall pay the OE Rent to Landlord  within ten (10)
days from date of receipt of the invoice.

(c) In addition to paragraph (b) above, Landlord shall have the right to collect
OE Rent in twelve (12) monthly installments over the course of each year, on the
first (I st) day of each month. The monthly  installments  shall be in an amount
reasonably  estimated  by Landlord to pay the OE Rent due for such year,  taking
into account  payments  previously  made during such year.  After the end of the
calendar  year,  tenant shall receive a statement  showing the actual  Operating
Expenses  and real  Estate  Taxes for that year and the amount paid by Tenant by
installments during such year. If Tenant's pro rata share of the actual increase
is greater  than the amount  paid by Tenant by  installments  during such year ,
Tenant  shall  within ten (10) days of receipt  of the  statement  remit the the
excess to Landlord.  If Tenant has paid during such year an amount  greater than
its share of actual Operating expense and Real Estate Taxes increases,  Landlord
shall credit such excess  against the estimated  operating  expense  adjustments

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next due.

(d) The  adjustment  described in paragraph (c) shall be made each ensuing year.
Tenant shall  continue to pay the  estimated  OE Rent each month until  Landlord
notifies Tenant of any change in the amount of the OE Rent.

(e) If the lease  contains any period less than a full calendar  year,  then the
amounts  payable  under  either  paragraph  (b) or (c) shall be prorated for the

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period of time the lease is in effect.

(f) The Term "Operating  Expenses and Real Estate Taxes" whether being used with
respect to the base year or any subsequent  calendar year,  shall mean all those
costs  and  expenses  incurred  during  such  calendar  year  in  operating  and
maintaining  (including  cleaning,  protecting,  servicing  and  repairing)  the
building (including the premises) as detennined by Landlord on an accrual basis.
Such costs and expenses shall include, but not be limited to, real estate taxes,
utilities,  trash removal,  telephone service,  insurance,  security  janitorial
service  and  supplies,   labor  costs   (including   social   security   taxes,
contributions  and fringe  benefits),  charges  under  maintenance  and  service
contracts,  management fees, business taxes and licenses and all other costs and
expenses of operating and  maintaining  the building  (including the cost of any
capital  improvements  which are made by  Landlord  for the  purpose of reducing
Operating  Expenses and Real Estate  Taxes,  provided that the cost of each such
capital improvement,  together with any financing charges incurred in connection
therewith, shall be amortized over the useful life thereof and only that portion
attributable  to such  calendar  year shall be included in Operating  Expenses).
Operating  Expenses  and Real Estate  Taxes  shall not  include (i)  payments of
principal and interest on any  mortgages,  deeds of trust or other  encumbrances
upon the  building,  (ii)  leasing  commissions,  and (iii) costs of  preparing,
improving or altering space for any new or renewal tenant.

g) The  first  payment  of  increases  shall  occur  on the  anniversary  of the
Commencement  Date.  All  subsequent  payment of  increases  shall  occur at the
beginning of the calendar year.

h) OE Rent is to be calculated on a basis  reflecting  operating  expenses as if
the building were ninety-five percent (95%) occupied each year.

i) Controllable  Operating  Expenses shall be defined as all Operating  Expenses
exclusive of all taxes, insurance and utilities.

OE Rent for  Controllable  Operating  Expenses shall not increase more than five
percent (5%) in any given year.

7. ANNUAL  ESCALATION.  Beginning at the  commencement of the second (2nd) lease
year, and annually  thereafter,  the base rental rate will be escalated by three
percent (3%).

8. SERVICES.  Landlord shall provide heating/air conditioning,  elevator service
and  management  Monday  through  Friday,  8 a.m.  to 6 p.m.,  Federal  Holidays
excluded.  After hours HVAC is currently available at a rate of $45.00 per hour,
which may change from time to time.  Full  cleaning  service is  provided  after
hours.  Access  to the  building,  garage  and  elevator  service  is  available
twenty-four  (24) hours per day,  year  round,  barring  any  extraordinary  and
unforeseen circumstances,  and excepting emergency situation. Landlord shall not
be liable for any stoppage or  interruption  of any of said  services  caused by
riots, strikes, labor disputes or unavoidable accidents, nor for the stoppage or
interruption of any such services for the purpose of making needful repairs.

9.  FIXTURES.  Landlord shall have the right to approve the plans for the design
of  the  interior  of  the  demised  Premises,  which  approval  shall  not  be
unreasonably withheld.  After such approval is obtained,  Tenant may install any
furniture,  fixtures and machinery  necessary to conduct his  business,  and the
same shall remain his property,  provided they be removed  before the expiration
of the term.  In the event any damage is done to said  premises in said removal,
Tenant will  promptly  reimburse  Landlord  for the cost of such  repairs as are
necessary to restore said premises to their original  condition.  Any furniture,
fixtures  and  machinery  not so removed  before  expiration  of his term or any
extension  thereof  shall be deemed to have been  abandoned  by Tenant and shall
become Landlord's property. Landlord shall have a lien upon Tenant's property in
the Demised Premises to secure Tenant's  performance of its  obligations.  After
Tenant is in possession,  and Tenant makes changes to the premises,  hen cost of
restoring  said  premises to its  original  condition is the  obligation  of the
Tenant.

10.  REPAIRS.  Tenant  accepts the  premises as being in a  tenantable  and good
condition.  Tenant shall take good care of the  premises,  and they shall not be
altered,   repaired  or  changed  without  written  consent  of  Landlord.   All
alterations,  additions  and  improvements  made in and to the  premises  shall,
unless otherwise provided by written agreement, be the property of Landlord, and
shall remain upon and be  surrendered  with the  premises.  All damage or injury
done to the  premises  by  Tenant,  or by any  person  who may be in or upon the
premises with the consent of Tenant, shall be paid for by Tenant.  Tenant shall,
at the termination of this lease,  surrender the premises to Landlord in as good

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condition as reasonable  and proper use thereof will permit.  Landlord  reserves
the right to enter upon said  premises at all  reasonable  times to make repairs
that may be considered necessary for the preservation of said leased premises or
the said  building  and for that  purpose,  to  erect  in or about  said  leased
premises any necessary scaffolding or other temporary structures. Landlord shall
not be liable to Tenant for any damage or inconvenience thereby suffered. Tenant
may not  change  locks  without  Landlord's  consent.  No  signs  (temporary  or
otherwise)  other than building  standard signs may be installed on any exterior
suite doors.

11.FIRE RISK. Tenant will not do , or permit anything to be done, in or upon the
premises, or bring or keep, or permit anything to be brought or kept, into or on
the premises, which shall increase the rate of fire insurance on the building of
which the Demised Premises form a part, or on the property  located therein,  If
by reason of Tenant's  failure to comply with these  terms,  the fire  insurance
rate  shall at any time be  higher  than it would  be  otherwise,  Tenant  shall
reimburse  Landlord for such increase and the amount  thereof shall be deemed to
be, and be paid as, additional rent.

12.ASSIGNMENT  AND  SUBLETTING.  Tenant will not assign,  transfer,  mortgage or
encumber this lease without obtaining the prior written consent of Landlord: nor
shall any  assignment or transfer of this lease be  effectuated  by operation of
law or otherwise without the prior written consent of Landlord. Consent will not
be unreasonably withheld excepting,  however, Tenant will not assign this lease,
sublet the  premises,  or permit  occupancy  or use of the  premises or any part
however,  Tenant  will not assign  this lease,  sublet the  premises,  or permit
occupancy or use of the premises or any par thereof by another party or parties,
without  giving  Landlord  thirty (30) days written notice of Tenant's bona fide
proposed  assignment or proposed  subletting of all or any part of the premises.
Within  thirty (30) days from  receipt of said notice,  Landlord  shall have the
right,  at its option,  either to i) recapture  the Premises and release  Tenant
from its lease for such  space or ii) allow  tenant to sublet all or any part of
the  Premises.  Landlord  shall  have  the  right  to  withhold  consent  if any
prospective  subtenant is not  financially  approved or whose business  detracts
from the  character of the  Building.  In the event  Landlord  does not exercise
either its right of  recapture or its right to consent to the sublease of all or
part of said  Premises  within  thirty  (30) days from  receipt of said  notice,
Tenant may proceed with such  assignment or subleasing.  The consent by Landlord
to any assignment,  transfer or subletting to any party other than the Landlord,
shall not be  construed  as a waiver or release of Tenant  from the terms of any
covenant or obligation  under this lease, nor shall the collection or acceptance
of rent from any such assignee,  transferee,  subtenant or occupant constitute a
waiver of, or release of Tenant  from,  any  covenant or  obligation  under this
lease,  nor shall the  collection or acceptance of rent from any such  assignee,
transferee,  subtenant or occupancy constitute a waiver of, or release of Tenant
form,  any  covenant  or  obligation  contained  in this  lease,  nor shall such
assignment  of subletting  be construed to relieve  Tenant from giving  Landlord
said  thirty  (30) days  notice or from  obtaining  the  consent  in  writing of
Landlord to any  ftirther  assignment  of  subletting.  In the event that Tenant
defaults  hereunder,  Tenant  hereby  assigns to Landlord  the rent due from any
subtenant of Tenant and hereby  authorizes  each such subtenant to pay said rent
directly to Landlord.

13.  REQUIREMENTS OF LAW. Tenant will, at its own cost, promptly comply with and
carry out all orders,  requirements or conditions now or hereafter  imposed upon
it by ordinances,  laws, and/or regulations of the municipality or the county in
which the Premises are located,  whether  required of Landlord or otherwise,  in
the conduct of Tenant's  business;  except that  Landlord  shall comply with any
orders affecting  structural  walls and columns.  Tenant will indemnify and save
Landlord harmless from all penalties,  claims or demands resulting from Tenant's
failure or negligence in this respect.

14.  SUBORDINATION.  This lease,  and Tenant's  rights  hereunder,  shall be, at
Landlord's  option,  subject  and  subordinate  to the  lien  of any  bona  fide
mortgages  or deeds of trust  that may now or at any time  hereafter  be  placed
against the Demised  Premises by  Landlord  to secure  money  borrowed  from any
recognized  financial  institution.  Tenant agrees,  at any time  hereafter,  to
execute any  instruments,  releases or other  documents that may be required for
this purpose, including but not limited to:

     (a)  Offset  Statement:  Within  ten (10) days after  request  therefor  by
     Landlord,  or in the event that upon any sale,  assignment or hypothecation
     of the Demised  Premises  and/or the land  thereunder by Landlord an offset
     statement  shall be required  from  Tenant;  Tenant  agrees to deliver,  in
     recordable form, a certificate to any proposed  mortgagee or purchaser,  or
     to  Landlord,  certifying  (if such be the case) that this Lease is in full
     force and effect  and that there are no  defenses  or offsets  thereto,  or
     stating those claimed by Tenant.

     (b) Attornment  Statement:  Tenant shall,  in the event any proceedings are
     brought for the  foreclosure of, or in the vent of exercise of the power of
     sale under any mortgage made by the Landlord covering the Demised Premises,
     attorn to the  purchaser  upon any such  foreclosure  or sale and recognize
     such purchaser as the Landlord under this lease.

15. SIGNS.  Any sign,  lettering,  picture,  notice or  advertisement  installed
within  Tenant's  premises  and/or  which  is  visible  to the  public  shall be
installed at Tenant's cost and in such a manner, character and style as Landlord

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may approve in writing.  In advertising or other publicity,  without  Landlord's
prior  written  consent,  Tenant  shall  not use the  name nor  pictures  of the
building except as the address of its business.

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16.  RECEIVERSHIP.  In the event Tenant shall be  adjudicated  a bankrupt,  or a
receiver or trustee of his  property  and assets be  appointed  after Tenant has
exhausted his legal remedies in opposing such  receivership,  or if Tenant shall
make an assignment or other  conveyance for the benefit of his creditors,  or if
Tenant shall  voluntarily  file  Petition of  Bankruptcy in any Federal or State
proceeding,  or if Tenant shall suffer or permit a final judgment or  decree for
the payment of money to be entered  against him and  execution to issue  thereon
and be levied upon his interest in this Lease,  and such  execution  and levy be
not  dismissed  within ten (10) days after the date of such  execution and levy.
Upon the  happening  of any  such  event,  the term  hereby  demised  shall,  at
Landlord's option, cease and terminate.

17.  CASUALTY  DAMAGE AND  DESTRUCTION.  Tenant shall give  immediate  notice to
Landlord  in case of fire  or  acts  of God in the  Demised  Premises  or in the
building of which they are a part, or of defects therein,  or in any fixtures or
equipment.  If the premises  shall be partially  damaged by fire or acts of God,
and Tenant can reasonably carry on its business in said premises, the same shall
be repaired or restored by Landlord, at his expense, as speedily as practicable,
due  allowance  being made for the time taken for the  settlement  of  insurance
claims.  Until the repairs shall be made, the minimum rental shall be reduced in
proportion  to the portion of the  premises  that is  unusable.  In the event of
destruction  (meaning damage to the extent of seventy-five percent (75%) or more
of its  usefulness)  of said  premises by fire or other cause  insured  against,
Landlord  shall have the option to restore the same promptly in accordance  with
the  provisions  hereof,  or to cancel and  terminate  this Lease upon notice to
Tenant at any time within thirty (30) days after the date of such destruction.

18.  DEFAULT.  If Tenant shall fail to make any rental payment as aforesaid,  or
shall vacate or abandon the Demised Premises during the term hereof,  or fail to
take possession and operate its business,  or break or violate any of the within
covenants,  conditions,  agreements or rules and regulations, and if such breach
be not corrected within ten (10) days after notice by Landlord to Tenant of such
breach,  then and in any of the said events , the whole sum to be paid as rental
throughout  the entire  term,  of this Lease may, at the option of the  Landlord
become  immediately  due and  payable,  and this  Lease  and all  things  herein
contained shall, at Landlord's option,  cease and determine and shall operate as
a Notice  to Quit,  any other  Notice to Quit  being  hereby  expressly  waived.
Landlord shall have the right, at its option,  to take possession of the Demised
Premises  and let the same as agent of Tenant and at Tenant's  risk and Tenant's
default.  No re-entry by Landlord  shall relieve  Tenant from  liability for the
difference  between the rent herein reserved and the net rent actually  received
by Landlord  during the term remaining  after such default  occurs,  or from any
other  obligation  of Tenant under the terms hereof.  Nothing in this  paragraph
shall  deem to waive any other  right or remedy of the  Landlord.  Tenant  shall
reimburse  Landlord's  legal  fees.  If  Tenant  shall  fail to make any  rental
payments as aforesaid,  or shall vacate or abandon the demised  Premises  during
the term  hereof,  or fail to take  possession  within  twenty  (20) days of the
Commencement  Date and  operate  its  business,  or break or violate  any of the
within covenants,  conditions,  agreements or rules or regulations,  and if such
breach be not  corrected  within  thirty  (30) days after  notice by Landlord to
Tenant of such breach,  excepting any monetary defaults,  then and in any of the
said events,  the whole sum to be paid as rental  throughout  the entire term of
this  lease,  may,  at the option of the  Landlord  become  immediately  due and
payable,  and this Lease and all things herein  contained  shall,  at Landlord's
option,  cease and determine  and shall  operate as a Notice to Quit,  any other
Notice to Quit being hereby expressly waived.  Landlord shall have the right, at
its option, to take possession of the Demised Premises and let the same as Agent
of Tenant and at Tenant's  risk and  Tenant's  default.  No re-entry by Landlord
shall relieve Tenant from  liability for the difference  between the rent herein
reserved  and the net  rent  actually  received  by  Landlord  during  the  term
remaining after such default occurs or from any other obligation of Tenant under
the terms hereof.  Nothing in this paragraph shall deem to waive any other right
or remedy of the landlord.  Tenant shall reimburse  Landlord's  reasonable legal
fees.  Notwithstanding  anything in this section to the  contrary,  Tenant shall
have thirty  (30) days to cure any  non-monetary  defaults  and ten (10) days to
cure any monetary defaults.

19.  TENANT'S  PROPERTY.  All property in said  premises  shall be and remain at
Tenant's sole risk.  Landlord shall not be liable for loss or damage to property
of Tenant or others arising from theft, fire, explosion, bursting,  overflowing,
or leaking of the roof or of water,  sewer or steam  pipes, or  from  heating or
plumbing fixtures,  or from electric wires or fixtures,  or from any other cause
whatsoever,  unless  such damage  shall be caused by the  willful  act, or gross
neglect of Landlord to make such repairs as are required herein.

20.  CONDEMNATION.  If the Demised  Premises or any part thereof  shall be taken
pursuant to the power of eminent  domain,  Tenant hereby assigns to Landlord any
rights  which  Tenant  may have to any  portion of any award made as a result of
such taking.  If the whole of the demised Premises shall be acquired,  or in the
event of a partial taking which shall render the Demised Premises unsuitable for
Tenant's  business,  then the term of this Lease shall cease and terminate as of
the date the public authority assumes  possession  thereof,  provided,  however,
that if such taking is for a temporary  period but not  exceeding  eighteen (18)
months,  neither party may terminate this lease, but all rent shall abate during
such period.  Tenant  shall have no claim  against  Landlord nor the  condemning
authority for the value of any unexpired term of this Lease.

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In the event of a partial taking or condemnation  which is not extensive  enough
to render the Demised Premises  unsuitable for Tenant's business,  then Landlord
shall  promptly  restore the demised  Premises to a condition  comparable to its
condition at the time of such  condemnation less the portion lost in the taking,
and this Lease shall continue in full force and effect, providing, however, that
the minimum rent and all  additional  rent shall be reduced by proportion  which
the amount of Demised  Premises  taken  bears to the  initial  Floor Area of the
Demised Premises.

21.  NUISANCES.  Tenant  shall not permit any  objectionable  noise or offensive
odors or sounds  to be  emitted  from the  premises,  nor do or permit  anything
tending  to  create a  nuisance  or to  disturb  any  occupants  of  neighboring
premises,  nor do anything  tending to injure the  reputation  of the  Building.
Tenant shall not conduct nor allow upon the premises  any  activities  which are
contrary to law.

22. RULES AND REGULATIONS.  The rules and regulations  appended to this Lease as
Exhibit C are hereby made a part of this Lease, and Tenant agrees to comply with
and  observe  the same.  Tenant's  failure  to keep and  observe  said rules and
regulations  shall  constitute  a breach of the terms of this  Lease in the same
manner as if the same were contained herein as covenants.  Landlord reserves the
right from time to time to amend or supplement said rules and regulations and to
adopt  additional  rules and  regulations  applicable  to the Demised  Premises.
Notice of such additional rules and regulations, and amendments and supplements,
if any,  shall be given to Tenant,  and Tenant agrees to comply with and observe
all such rules and regulations and amendments thereto and supplements thereof.

23.  HOLDOVER.  Should Tenant  remain in  possession  of the premises  after the
expiration  of  this  Lease,  Tenant  shall  be  deemed  to  be  a  Tenant  from
month-to-month,  but  subject to all of the  terms,  conditions,  and  oblations
hereof insofar as the same may be applicable to a  month-to-month  tenancy,  and
shall pay rental for each such monthly  period a sum equal to one hundred  fifty
percent (150%) of the last monthly rental.

24.  INTERPRETATION.  In the event any covenant or condition herein contained is
held to be invalid or void by any court of competent jurisdiction,  the validity
of any such covenant or condition  shall in no way affect any other  covenant or
condition herein contained. Time and each of its terms, covenants and conditions
are hereby declared to be the essence of this contract.

25. NOTICES. Any notices required or given hereunder by Landlord shall be deemed
to have been given if sent by registered or certified mail to Tenant,  addressed
to the premises.  Any notices  required or given hereunder by Tenant to Landlord
shall be deemed to have been given if sent by  registered  or certified  mail to
Landlord's rental agent.

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26. BINDING EFFECT. The terms,  conditions and agreements herein contained shall
be kept and performed by the respective  parties hereto and will be binding upon
them and each of their  successors  and assigns,  and no waiver of any breach of
any agreement, condition or covenant herein contained shall be construed to be a
waiver of the said  condition,  covenant or agreement  itself,  or of subsequent
breach thereof, or of this agreement.

27.  ADDITIONAL  RENT.  Tenant shall pay as additional rent all sums of money or
charges required to be paid by Tenant under this Lease,  whether or not the same
shall  be  designated  "additional  rent"  and all  remedies  applicable  to the
nonpayment of rent shall be applicable thereto. Any additional rent that relates
to any delayed performance, any nonperformance, or any default by Tenant, or any
act or  omission  which  would,  together  with notice or lapse of time or both,
constitute a default be Tenant,  shall be deemed payable on the first day of the
month next following such occurrence:

28. ATTORNEYS FEES. In the event it becomes necessary for Landlord to obtain the
services of an attorney and take legal action against Tenant in connection  with
the  breach  of  conditions  herein  set  forth  on the part of  Tenant,  Tenant
covenants  and agrees that in addition to all other  relief  allowed by law that
Tenant will pay reasonable  attorney's fees plus the clerk's fees, the marshal's
fees,  and any and all  additional  costs that may be incurred in the event that
legal action becomes necessary.

29. ACCESS BY LANDLORD.  Landlord or  Landlord's  agents shall have the right to
enter the Demised Premises during normal business hours to examine the same, and
to show them to prospective  purchasers or tenants of the building,  and to make
such  repairs,  alterations,  improvements,  or  additions  as Landlord may deem
necessary or desirable,  and Landlord shall be allowed to take all material into
and  upon  said  premises  that  may  be  required  therefor  without  the  same
constituting  an eviction of Tenant in whole or in part,  and the rent  reserved
shall in no way abate while said repairs, alterations, improvements or additions
are being made by reason of loss or  interruption  of  business  of  Tenant,  or
otherwise. If Tenant shall not be personally present to open and permit an entry
into said premises,  at any time,  when for any reason an entry therein shall be
necessary or permissible,  Landlord of Landlord's agents may enter the same by a
master key.

30. FORCE  MAJEURE.  In the event that either party hereto shall be delayed,  or
hindered in, or prevented from, the performance of any act required hereunder by
reason of strikes,  lock-outs,  labor troubles,  inability to procure  material,
failure  of  power,  restrictive   governmental  laws  or  regulations,   riots,
insurrection,  war or other  reason of a like  nature not the fault of the party
delayed in the  performing  work or doing acts required  under the terms of this
Lease,  then performance of such act shall be excused for a period equivalent to
the period of such delay.  The  provisions  of this Section shall not operate to
excuse  Tenant from prompt  payment of rent,  additional  rent, or other payment
required by the terms of this Lease.

31. QUIET ENJOYMENT.  Upon payment by Tenant of the rents herein  provided,  and
upon the observance and  performance of all the covenants,  terms and conditions
on Tenant's  part to be observed  and  performed,  Tenant  shall  peaceably  and
quietly hold and enjoy the Demised  Premises for the term hereby demised without
hindrance or interruption by Landlord or any other person or persons lawfully or
equably claiming by, through or under Landlord,  subject,  nevertheless,  to the
terms and conditions of this Lease.

32. ENTIRE AGREEMENT. This Lease and the Exhibits, and Additional Provisions, if
any  attached  hereto and forming a part  hereof,  set forth all the  covenants,
promises, agreements,  conditions and understandings between Landlord and Tenant
concerning  the  Demised   Premises  and  there  are  no  covenants,   promises,
agreements,  conditions or understandings,  either oral or written, between them
other  than are  herein  set  forth.  Except as herein  otherwise  provided,  no
subsequent  alteration,  amendment  change or  addition  to this Lease  shall be
binding upon Landlord or Tenant unless reduced to writing and signed by them.

33. NO  PARTNERSHIP.  Landlord  does not in any way or for any purpose  become a
partner  of  Tenant in the  conduct  of its  business,  or  otherwise,  or joint
adventurer or a member of a joint enterprise with Tenant.

34. DEFINITION OF PRO RATA. Tenant's pro rata share shall be calculated upon the
number of rentable square feet within the building in which the Demised Premises
are located. TENANT'S PRO RATA SHARE OF OPERATING EXPENSES AND REAL ESTATE TAXES
IS 0.95% BASED UPON THE BUILDING'S TOTAL RENTABLE AREA OF 64,241 SQUARE FEET.

35.  CAPTIONS.  The  captions  and section  numbers  appearing in this Lease are
inserted only as a matter of convenience and in no way define,  limit,  construe
or  describe  the scope of intent of such  sections  in this Lease or in any way
affect this Lease.

36. TOXIC SUBSTANCES. To the best of Landlord's knowledge,  neither Landlord nor
any  preceding  owners of the  property  have used the  property  or any portion
thereof for the  production,  disposal or storage of any hazardous  waste or any
toxic  substances,  and  Landlord  is not aware of any such  prior use or of any
proceeding or inquiry by a  governmental  authority with respect to the presence

<PAGE>

of such waste or substance  on the  property or the movement  thereof from or to
adjoining property. To the best of Landlord's knowledge, there is no asbestos in
the Building.

37. INSURANCE.
                                       6
<PAGE>


Insurance to be Maintained by Tenant.  Tenant, at Tenant's own cost and expense,
will  provide  and keep in full force and effect  during the term of this Lease,
public  liability  insurance  with limits of not less than Two  Million  Dollars
($2,000,000)  covering injuries to persons,  including death, and loss or damage
to real and personal  property.  Such  insurance may be provided  under Tenant's
blanket comprehensive liability insurance policy. During the term of this Lease,
Landlord  shall  be named as an  additional  insured  under  such  insurance.  A
certificate  evidencing  such insurance  coverage shall be delivered to Landlord
not less than fifteen (15) days prior to the  commencement of the Term hereof or
the date when Tenant shall enter into possession,  whichever occurs later.  Such
certificate of insurance will provide for thirty (30) days advance notice in the
event of cancellation.

                                        7
<PAGE>


     INSURANCE TO BE MAINTAINED BY LANDLORD. Landlord shall carry comprehensive
property damage insurance for the Building.

     WAIVER OF SUBROGATION. Any insurance carried by Tenant with respect to the
Premises shall include a clause or endorsement denying to the insurer rights of
subrogation against Landlord to the extent rights have been waived by Tenant
prior to occurrence of injury or loss.

     38. WAIVER OF JURY TRIAL. Landlord and Tenant by this Section waive trail
by jury in any action, proceeding or counterclaim brought by either of the
parties to this Lease against the other on any matters whatsoever arising out
of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, or any other claims
(including without limitation claims for personal injury or property damage),
and any emergency statutory or any other statutory remedy.

     IN WITNESS WHEREOF, the parties have signed these presents and affixed
their seals the day and year indicated below.



<TABLE>
<S>                               <C>
WITNESS:                          TENANT: MULTIMEDIA ACCESS CORPORATION
-----------------------------
                                  By: /s/ Glenn A. Norem, CEO
                                  --------------------------------------------
                                  Printed Name and Title
-----------------------------
                                  /s/ Glenn A. Norem                     (SEAL)
                                  --------------------------------------------
                                  Signature
                                  Date Signed 27 Feb 97
                                  --------------------------------------------
WITNESS:                          LANDLORD: THE AIR FORCE ASSOCIATION
                                  By Leggat McCall Properties Management, Agent
-----------------------------
                                  By: /s/ John A. Shaud, Exec. Dir.
                                  --------------------------------------------
                                  Printed Name and Title
-----------------------------
                                  /s/ John A. Shaud                      (SEAL)
                                  --------------------------------------------
                                  Signature
                                  Date Signed 24 Mar 97
                                  --------------------------------------------
</TABLE>

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