LEASE

STATE OF NORTH CAROLINA
   COUNTY OF WAKE

CAROLANTIC REALTY, INC.

THIS LEASE, made this the 8th day of October ,1997, by and between:

AIRPORT BOULEVARD PARTNERS, LLC               having,  a notice  address of 
POST OFFICE BOX  33313 
RALEIGH, NORTH CAROLINA 27636                 hereinafter called "LANDLORD", AND

MULTIMEDIA ACCESS CORPORATION
A DELAWARE  CORPORATION                       having a notice address of 
600 AIRPARK BOULEVARD,  SUITE 900 
MORRISVILLE, NORTH CAROLINA 27560             hereinafter called "TENANT";

WITNESSETH:

Upon the terms and  conditions  hereinafter  set forth,  the Landlord  leases to
Tenant and the Tenant leases from Landlord, the property hereinafter described:

          1.  DEMISED  PREMISES.  The  property  hereby  leased to  Tenant  (the
"Demised  Premises")  is that area  shown on  Exhibit A hereto  attached,  which
consists of approximately  10,037 square feet, WHICH INCLUDES 269 SQUARE FEET OF
COMMON CORRIDOR SPACE located at 600 AIRPARK BOULEVARD,  SUITE 900,  MORRISVILLE
(27560) Raleigh , North Carolina, together with the common areas, if any, in the
building(s)  and on the lot(s)  where the Demised  Premises  are  located  (said
building(s) and lot(s),  including the Demised Premises,  being hereafter called
the "Landlord Property") described on Exhibit A attached hereto.

         2. TERM.

          2. 1. Initial Term. The  Commencement  Date of this Lease shall be the
earlier of the date that  Tenant  opens for  business in any part of the Demised
Premises,  or January 1, 1998 . This Lease shall terminate  (unless  extended as
herein provided) at midnight on DECEMBER 31, 2002.

          2.3. Year.  The initial term of this Lease and any properly  exercised
extension  periods are hereafter  together  called the "Lease  Term".  The first
"Calendar  Year"  of this  Lease  shall  begin on  January  I of the year of the
Commencement date, and end December 31 of that same year.

          3. USE.   Tenant shall occupy the Demised  Premises on commencement of
the Lease Term and  thereafter  continuously  use the Demised  Premises only for
GENERAL OFFICES FOR A COMPUTER DEVELOPMENT COMPANY purposes,  but for none other
without Landlord's prior written consent.  Tenant shall remain open for business
during normal business hours for other businesses of a similar nature during the
full Lease Term.  In no event shall Tenant make any use of the Demised  Premises
which: (a.) violates any governmental laws, rules or regulations;  (b.) violates
any recorded restrictive  covenants applicable to the Demised Premises;  (c.) is
or might  constitute  a nuisance;  or (d.) makes  hazard,  liability,  casualty,
property,  or other  required  insurance  unavailable  to Landlord on Landlord's
Property.  Tenant  shall not  permit  its  agents,  employees,  contractors,  or
invitees to place damaging loads on the parking lots and drives located thereon.

          4.  RENT.

          4.1. Minimum  Rent.  For the purposes of this Lease,  all Minimum Rent
payable  under Section 4. and 5. of this Lease and all  Additional  Rent payable
under Section 6. of this Lease are hereafter  together  called  "Rent." All Rent
payable  by  Tenant  shall be paid  without  previous  demand by  landlord,  and
without setoff or  deduction.  Subject to any adjustments provided in Section 5.
hereof,  Tenant  shall pay  Minimum  Rent during the Lease Term in the amount of
$8,364.17 per month, payable in advance on or before the


<PAGE>



first day of each  calendar  month during the Lease Term,  unless the Lease Term
commences  other than on the first day of the month, in which event Minimum Rent
at the above  rate  prorated  until the end of the first  calendar  month of the
Lease Term, shall be due and payable on the Commencement  Date, and on the first
day of each month thereafter.

         4.2. Late Fees - Bad Check Fees. In addition to such remedies as may be
provided  under Section 15. of this Lease,  Landlord shall be entitled to a late
charge for each monthly  Minimum  Rent  payment  which is past due more than ten
(10) days, equal to four percent (4%) of such past due Minimum Rent payment.  In
addition to said late  charge,  Landlord  shall be entitled to receive a service
charge of five  percent  (5%) of the amount of any rent check given by Tenant to
Landlord which is not honored when first presented for payment by Landlord.

5. RENT ADJUSTMENTS.

 THE MINIMUM RENT SHALL BE INCREASED BY THREE  PERCENT (3%)  BEGINNING  WITH THE
 THIRTEENTH (13 TH) MONTH  FOLLOWING THE ANNIVERSARY OF THE  COMMENCEMENT  DATE.
 THE NEW RATE OF RENT AS DETERMINED BY THE ABOVE  ADJUSTMENT SHALL BE PAYABLE IN
 MONTHLY INSTALLMENTS  BEGINNING ON THE FIRST DAY OF THE THIRTEENTH (13'H) MONTH
 OF THE  INITIAL  TERM  OF  THIS  LEASE  AND ON THE  FIRST  DAY OF  EVERY  MONTH
 THEREAFTER.  THE SAID RATE SHALL BE INCREASED BY AN  ADDITIONAL  THREE  PERCENT
 (3%) UPON EACH  SUBSEQUENT  TWELVE  (12) MONTH  PERIOD IN  ACCORDANCE  WITH THE
 AFORESAID  PROCEDURE WITH THE NEW RENT PAYABLE  MONTHLY FOR THE BALANCE OF SAID
 TWELVE (12) MONTH PERIOD.  At least fifteen ( 15) days prior to each  requested
 rent  adjustment,  Landlord shall furnish to Tenant a written  statement of the
 additional  Minimum  Rent  payable  from said  Adjustment  Date through the day
 immediately  prior to the  following  Adjustment  Date, or the end of the Lease
 Term, as applicable.

         6. TICAM EXPENSES.

         6.1.  Defined. For the purposes of this Lease, "TICAM Expenses" (Taxes,
Insurance,  and Common Area  Maintenance  Expenses) shall mean and include:  all
costs  and  expenses  incurred  by  Landlord   attributable  to  the  ownership,
operation,  maintenance, and management of the Landlord Property, including, but
not limited to, (a.) the cost during the Lease Term, as reasonably  amortized by
Landlord,  with interest on the unamortized  amount at the rate of ten percent (
10%) per annum, of any capital  improvements made to the Landlord Property after
the shell and core of the Landlord  Property have been  substantially  completed
which  are  intended  to keep  the  Landlord  Property  in  compliance  with all
governmental laws, ordinances,  rules and regulations applicable to the Landlord
Property, and which laws, ordinances,  rules, or regulations where first enacted
or amended,  or were first made applicable to the Landlord  Property,  after the
Commencement  Date;  (b.)  all ad  valorem  taxes,  (C) ) hazard  and  liability
insurance  premiums,  (d.)  common  area  maintenance;  and (e.)  the  following
additional  expenses (if none put "None") CARDBOARD  RECYCLING  DUMPSTER SERVICE
AND COLD WATER.

          6.2. Tenant  Prorata  Share.  Tenant  agrees  to  pay to Landlord,  as
Additional Rent, Tenant's  Proportionate  Share of all TICAM Expenses.  Tenant's
Proportionate Share of TICAM Expenses shall be calculated by dividing the square
footage of the Demised  Premises by the total net rentable square footage of the
Landlord Property (68,000 square feet). As of the date hereof, only the first of
two building HAS BEEN  COMPLETED,  WHICH CONTAINS  34,000 SQUARE FEET UNTIL SUCH
TIME AS THE SECOND BUILDING IS COMPLETED,  TENANT'S PROPORTIONATE SHARE OF TICAM
EXPENSES  WILL BE  29.5%.  AT SUCH TIME AS THE  SECOND  BUILDING  OF  LANDLORD'S
PROPERTY IS COMPLETED, TENANT'S PROPORTIONATE SHARE WILL BE 14.8%.

          6.3. Monthly  TICAM Expense  Payment.  Tenant shall pay to Landlord in
advance with each  monthly  Minimum  Rent  payment,  a sum equal to  one-twelfth
(1/12th) of the amount  estimated by Landlord as Tenant's TICAM Expenses for the
Calendar Year in which such Minimum Rent payment is due. For the


                                       2
<PAGE>
first  Calendar Year the amount of the estimated  monthly TICAM  Expenses  under
this Lease shall be $1,388.45 per month.

         6.4. Annual  Adjustment.  Each Calendar year of the Lease Term,  within
thirty (30) days after  delivery of a statement of the actual TICAM Expenses for
the  Calendar  Year just  concluded,  Tenant shall pay to Landlord the amount by
which such  estimated  TICAM  Expenses  payments  are less than the actual TICAM
Expenses  due from  Tenant,  and Landlord  shall  likewise  refund any excess of
estimated TICAM Expenses  payments over actual TICAM Expenses within said thirty
(30) day period.

         7.  UTILITIES.  Tenant  shall  promptly  pay all charges for  utilities
serving  the  Demised  Premises,  including,  without  limitation,  electricity,
telephone, gas, water, and sewer. In the event any utilities are not  separately
metered  for  Tenant,  Tenant  shall  pay its  proper  prorata  portion  of such
utilities in common with others using off the same meter.

         8. TENANT'S ACCEPTANCE AND MAINTENANCE OF DEMISED PREMISES

         8. 1. "As-Is " Condition.  Except for Punch List items described in any
Attachment   appended  hereto,   Tenant's  occupancy  of  the  Demised  Premises
represents  to the Landlord  that Tenant has examined  and  inspected  the same,
finds them to be as represented by the Landlord,  and  satisfactory for Tenant's
intended use; and evidences  Tenant's  acceptance of the Demised Premises in all
respects "AS IS" and "WHERE IS".

         8.2. Landlord Maintenance.  Landlord's only obligations with respect to
the repair and maintenance of the Demised  Premises under this Section shall be:
(a.) for repairs necessitated by structural defects in the original construction
of the Landlord  Property,  or by the  negligence or willful acts of Landlord or
another  tenant of the Landlord  Property,  or any of their  agents,  employees,
invitees, or contractors;  (b.) to assign all warranties and use reasonable best
efforts to assist  Tenant in enforcing  any and all  warranties  provided by any
contractor,  subcontractor,  mechanic or materialmen with respect to the Demised
Premises;  (c.) for  maintenance,  upkeep and repair of the roof and  structural
portions of the Demised Premises (excluding,  however,  plate glass and doors of
every  description);  (d.) for repairs of all paved  areas,  including,  without
limitation, all driveways, curbs and parking areas; and for replacement of items
required to be replaced under Section 8.3.(d.) below.

         8.3.  Tenant  Maintenance.  Tenant  shall take good care of the Demised
Premises and the  Landlord's  personal  property,  fixtures,  and  appurtenances
therein and thereon during the Lease Tenn, and shall perform all maintenance and
make all repairs to the Demised Premises  thereon  necessary to keep the same in
good order and condition,  excepting only. (a.) Landlord's obligations set forth
above;  (b.) ordinary wear and tear;  (c.) loss or damage  resulting  from fire,
casualty or condemnation;  and (d.) complete  replacement of, or repairs to, any
mechanical  system,  which repair would cost in excess of forty percent (40%) of
the original cost of said system. Tenant shall pay the first Two Hundred Dollars
($200.00)  of all costs  associated  with each repair  required of the  Landlord
under Section 8.3.(d.), and the Landlord shall pay the balance.

         8.4. Maintenance  Contracts.  Tenant during the entire Lease Term shall
enter into and maintain,  at its expense,  a maintenance  contract  covering the
HVAC  system  located in or serving  exclusively  the  Demised  Premises  with a
service contractor acceptable to and approved by Landlord,  which contract shall
provide for routine maintenance,  including, but not limited to, timely changing
of all filters (at  recommended  intervals),  adjustment  and  inspection of air
handling mechanisms and control equipment, performance of necessary lubrication,
and testing and other such normal maintenance procedures.

         8.5.  Tenant's  Liability.  Subject to the  provisions  of Section 9.7.
hereof,  all damage or injury to the Demised  Premises or the  remainder  of the
Landlord Property caused by any willful act or negligence of Tenant, its agents,
employees,  licensees,  contractors,  invitees or visitors, shall be repaired by
Landlord at Tenant's sole expense,  and Tenant shall reimburse  Landlord for all
costs and  expenses  thus  incurred  by Landlord  within  thirty (30) days after
receipt of invoice from Landlord.

         8.6.  Tenant Alterations and Trade Fixtures.  Tenant shall not make any

alterations or changes to the Demised Premises without  Landlord's prior written
consent.  Tenant  shall be permitted  to install  trade  fixtures in the Demised
Premises,  and.  absent a Default  by Tenant  hereunder,  to remove  said  trade
fixtures from the Demised Premises upon the termination of this Lease. If Tenant
does remove such trade  fixtures,  Tenant shall return the Demised  Premises ,to
the same condition as existed at the time of original  entry,  ordinary wear and
tear excepted. Provided, however, Tenant shall not remove permanent improvements
made by Tenant to the Demised Premises;  and all such improvements  shall belong
to Landlord at the  termination  of this Lease,  and shall not be damaged in the
removal of Tenant's trade fixtures. If Tenant does not remove the trade fixtures
at the Lease  Term,  Landlord  shall  have the  option  either to  declare  such
fixtures  abandoned  and  Landlord the owner  thereof,  or to demand that tenant
promptly remove the same at Tenant's expense,  returning the Demised Premises to
the condition required herein.

          8.7  Licensed  Contractors.  Tenant  shall not  permit  any work to be
performed  anywhere  within  the  Landlord  Property  except  by  duly  licensed
contractors,  each  of  whom  must  carry  adequate  general  public  liability,
builder's  risk, and workman's  compensation  insurance,  certificates  of which
shall be furnished  Landlord prior to the  commencement  of any such work on the

                                        3
<PAGE>
Landlord Property.  At no time may Tenant do any work that results in a claim of
lien against Tenant's or Landlord's interest in the Demised Premises, and Tenant
shall release of record irom the Landlord  Property under  N.C.G.S.  44A- 16 any
lien so filed, within thirty (30) days after such lien has been filed.

         8.8. No Dangerous  Condition.  Tenant shall not permit or allow any act
or deed to be performed on the Demised  Premises which is likely to cause injury
to any person or to the Landlord Property.  Tenant shall, at all times, keep the
Demised Premises and the entryways,  parking areas, sidewalks and delivery areas
(if any) adjoining the Demised Premises in a clean,  neat, and orderly condition
and free from rubbish, dirt, snow, standing water and ice.

         8.9 Access by Landlord. Landlord shall have the right, either itself or
through its authorized  agents,  to enter the Demised Premises at all reasonable
times to examine the same, to show them to prospective  tenants for other spaces
in the Landlord  Property or for the demised  Premises,  to allow inspection by
mortgagees, and to make such repairs,  alterations, or changes as Landlord deems
necessary.

         9. INDEMNIFICATION AND INSURANCE.

         9. 1. Liability Insurance. Subject to the terms of section 9.7. hereof,
Tenant shall indemnify  Landlord and save Landlord harmless from and against all
claims,  actions,  damages,  liability and expenses in  connection  with loss of
life,  bodily injury,  and damage to property  occurring in or about the Demised
Premises,  occasioned  wholly or in part by any act or omission  of Tenant,  its
agents, licensees, contractors,  customers, invitees or employees. Tenant shall,
at all times, maintain in effect a comprehensive general public liability policy
applicable  to the Demised  Premises  through an insurance  company  approved by
Landlord,  with combined  single limits of liability of at least ONE MILLION AND
00/100 DOLLARS ($1,000,000.00). SUCH POLICY SHALL BE FURNISHED TO LANDLORD PRIOR
TO THE  COMMENCEMENT  DATE TOGETHER  WITH A  CERTIFICATE  FROM THE COMPANY WHICH
ISSUED THE POLICY  CERTIFYING THAT THE POLICY IS IN EFFECT AND THAT LANDLORD AND
LANDLORD'S  MANAGING AGENT WILL RECEIVE A COPY OF ANY TERMINATION,  CANCELLATION
DATE OR LAPSE NOTICE SENT BY THE INSURANCE  COMPANY TO TENANT.  AT LEAST FIFTEEN
(15) DAYS PRIOR TO THE LAPSE, TERMINATION,  OR CANCELLATION DATE OF SUCH POLICY,
OR ANY RENEWAL OR REPLACEMENT POLICY, TENANT SHALL DELIVER TO LANDLORD A RENEWAL
OR REPLACEMENT  POLICY  TOGETHER WITH A CERTIFICATE AS REQUIRED  HEREIN FROM THE
NEW ISSURER.

         9.2.  Litigation  and Attorney  Fees. In case Landlord  shall be made a
party  to any  litigation  commenced  by or  against  Tenant,  or its  partners,
officers,  directors, agents, contractors,  customers or employees, Tenant shall
protect and hold Landlord harmless therefrom, and shall pay all costs, expenses,
and reasonable  attorneys'  fees incurred or paid by Landlord in connection with
such litigation.

         9.3.  Tenant's  Property and Insurance  Thereon.  Tenant shall properly
maintain  and care for its  property  on the  Demised  Premises,  and shall also
carry, at Tenant's expense,  hazard insurance with extended  coverage,  insuring
against  loss or damage to  Tenant's  property  situated in or about the Demised
Premises to the full reasonable insurable value thereof with insurers acceptable
to Landlord.

         9.4. Thirty (30) Day Notice. All policies of insurance to be maintained
by Tenant under this Lease shall provide that:  (a.) they may not be canceled or
amended  except upon not less than thirty  (30) days'  prior  written  notice to
Landlord and any mortgagee of Landlord of which such insurer has actual  notice;
and (b.)  coverage  may not be denied  thereunder,  nor may the  amount  payable
thereunder  be  diminished,  by any  negligent  act or  omission  of Landlord or
Tenant, or their successors or assigns.

         9.5.  Landlord's  Insurance.  Landlord shall maintain  during the Lease
Term a Commercial Package Policy of casualty insurance (or the successor to such
coverage)  on  Landlord's  interest  in  the  Landlord  Property  for  the  full
replacement cost of the Landlord Property,  and with agreed amount and inflation
cost endorsements;  provided, however, Landlord shall not be obligated to insure
any  furniture,  equipment  or other  personal  property  placed in the  Demised
Premises by or at the expense of Tenant.

         9.6. Tenant Increases Landlords Insurance. If because of anything done,
caused to be done,  permitted,  or omitted by Tenant,  the premium  rate for any
casualty  insurance  maintained by Landlord shall be raised,  Tenant agrees that
the amount of the increase in premium for insurance maintained by Landlord shall
be paid by Tenant to Landlord  within fifteen (15) days after receipt of written
demand from Landlord,  and shall be in addition to all other payments to be made
by Tenant under this Lease.  In addition,  if Landlord  shall demand that Tenant
remedy such  condition  within thirty (30) days after receipt of written  demand
from  Landlord.  Such  policy  shall  be  furnished  to  Landlord  prior  to the
Commencement  Date together with a certificate from the company which issued the
policy  certifying that the policy is in effect and that Landlord and Landlord's
managing Agent will receive a copy of any termination,  or cancellation  date of
such policy,  or any renewal or  replacement  policy,  Tenant  shall  deliver to
Landlord a renewal or replacement policy together with a certificate as required
herein from the new insurer.

          9.7  Mutual  Waiver of  Subrogation.  Each  party  waives  all  claims
arising in any manner in its (the Injured  Party's)  favor and against the other
party for loss or damage  to the  Injured  Party's  property  located  within or

                                        4
<PAGE>
constituting a part or all of the Landord's Property. This waiver applies to the
extent the loss or damage is covered by: (a.) the Injured Party's insurance;  or
(b.) the  insurance  the  Injured  Party is  required to carry under this Lease,
whichever  is  greater.  This  waiver also  applies to each  party's  directors,
officers, employees,  shareholders,  partners, and agents, but does not apply to
claims  caused  by  Landlord's,   Tenant's,   or  such  other  parties'  willful
misconduct.  All policies of insurance  maintained by either  Landlord or Tenant
under the terms of this Lease  shall  contain a  provision  whereby  the insurer
waives all rights of subrogation against Landlord or Tenant.

          10. CASUALTY LOSS.

          10.1.  Landlord's Duty to Restore.  If the Demised  Premises  shall be
partially  damaged by fire or other casualty  insured under  insurance  policies
which  Landlord  maintains  under this  Lease  ("Landlord's  POLICIES"),  AND IF
LANDLORD'S  LENDER(S) SHALL PERMIT SUCH INSURANCE  PROCEEDS TO be so used, then,
upon LANDLORD'S  RECEIPT OF THE INSURANCE  PROCEEDS,  LANDLORD shall,  EXCEPT AS
OTHERWISE  PROVIDED  HEREIN,  PROMPTLY repair and restore the same (exclusive of
Tenant's property)  substantially to the condition thereof existing  immediately
prior to such  damage or  destruction;  limited,  however,  to the extent of the
insurance proceeds received by Landlord for such casualty. If, by reason of such
occurrence: (a.) the Demised Premises is rendered wholly untenantable;  (b.) the
Demised  Premises  is damaged in whole or in part as a result of a risk which is
not covered by Landlord's Policies; (c.) Landlord's lender(s) shall not permit a
sufficient amount of the insurance proceeds to be used for restoration purposes;
(d.) the Demised  Premises is damaged in whole or in part during the final Lease
Year  of the  Lease  Term  (including  any  then  properly  exercised  extension
periods); or (e.) the improvements included in the Landlord Property are damaged
(whether or not the Demised  Premises is damaged) to an extent of fifty  percent
(50) or more of their  then fair  market  value;  Landlord  may elect  either to
repair the  damage,  or to cancel this Lease by written  notice of  cancellation
given to Tenant  within  sixty  (60) days after the date of such  casualty;  and
thereupon this Lease shall terminate,  and Tenant shall vacate and surrender the
Demised  Premises to Landlord  within  fifteen ( 15) days after  receipt of such
notice.  If no such  notice is given by  Landlord  within  said  sixty  (60) day
period, then Landlord shall restore the Demised Premises,  as provided above. In
addition, Tenant may also terminate this Lease, by written notice to Landlord at
any  time  between  the one  hundred  eighty-first  (181  st)  and  one  hundred
ninety-fifth (195th) days after the occurrence of any such casualty, if Landlord
shall fail to restore the damaged  portions of the Demised  Premises  within one
hundred  eighty ( 180)  days  after  such  casualty.  However,  if  Landlord  is
prevented  by any cause  beyond its  reasonable  control,  from  completing  the
restoration  within said one hundred  eighty ( 180) day period,  and if Landlord
shall provide  Tenant with written notice of such cause for delay within fifteen
(15) days after the occurrence  thereof,  then Landlord shall have an additional
period beyond said one hundred eighty (180) days,  equal to the period  Landlord
is delayed by causes  beyond its  reasonable  control,  in which to restore  the
damaged  areas of the Demised  Premises;  and Tenant may not elect to  terminate
this Lease until said additional  period has expired with Landlord having failed
to complete such restoration.  In such case,  Tenant's fifteen (15) day right of
termination  shall begin to run upon the  expiration  of  Landlord's  additional
period for restoration.  Upon the termination of this Lease,  Tenant's liability
for the  Rent  and  other  charges  reserved  hereunder  shall  cease  as of the
effective date of the termination of this Lease.

           10.2.  Tenant's  Insurance.   Unless  this  Lease  is  terminated  as
 aforesaid,  Tenant shall promptly  repair or replace  Tenant's  property in the
 Demised  Premises to at least the condition which existed prior to the casualty
 to the Demised Premises, and the proceeds of all insurance carried by Tenant on
 its said  property  shall be held and disbursed for the purposes of such repair
 or replacement, to the extent required for such purposes.

           10.3. Rent Abatement.  Except as hereafter  provided to the contrary,
if  by  reason  of  such  casualty  the  Demised  Premises  is  rendered  wholly
untenantable,  the Rent and  other  charges  payable  by  Tenant  shall be fully
abated,  or if only  partially  damaged,  such Rent and other  charges  shall be
abated  proportionately  as to that  portion of the  Demised  Premises  rendered
untenantable,  in either event  (unless the Lease is  terminated,  as aforesaid)
from the date of such casualty  until fifteen (15) days after notice by Landlord
to Tenant that the Demised Premises have been substantially  restored,  or until
Tenant has resumed its business  operations in the Demised  Premises,  whichever
shall occur sooner.  Tenant shall continue the operation of Tenant's business in
the Demised  Premises or any part thereof not so damaged during any such period,
to the extent  reasonably  practicable  from the standpoint of prudent  business
management,  and,  except for such abatement of Rent and other charges as herein
above set forth,  nothing herein  contained shall be construed to abate Tenant's
obligations  hereunder.  Provided,  however, and subject to the terms of Section
9.7. hereof, Tenant shall reimburse Landlord,  within thirty (30) days after the
completion of such  restoration.  for the full cost of such  restoration  if any
such  damage  or  casualty  shall be caused  by the  GROSS  negligence  or other
wrongful act or omission of Tenant, or of Tenant's subtenants,  concessionaires,
licensees,  contractors  employees , agents,  or invites,  and there shall be no
abatement  of Rent or other  charges  which are Tenant's  obligation  under this
Lease.  Except for the abatement of the Rent and other charges  herein above set
forth,  Tenant shall not be entitled to , and hereby waives,  all claims against
Landlord for any compensation or damage for loss of use of the whole or any part
of the Demised Premises,  and for any  inconvenience or annoyance  occasioned by
such damage, destruction, repair, or restoration.

                                       5
<PAGE>

          11. ENVIRONMENTAL COMPLIANCE.

          11.1 Tenant's Responsibility.  Tenant covenants  and  agrees  that the
demised  Premises  will, at all times during its use or occupancy  thereof,  be
kept and  maintained so as to comply with all now existing or hereafter  enacted
or issued statutes, laws, rules, ordinances, orders, permits, and regulations of
all state,  federal,  local, and other governmental and regulatory  authorities,
agencies,   and  bodies  applicable  to  the  Demised  Premises   pertaining  to
environmental matters, or regulating, prohibiting or otherwise having to do with
asbestos, radon, PCBs and all other toxic,  radioactive,  or hazardous wastes or
materials, including, but not limited to, the Federal Clean Air Act, the Federal
Water  Pollution  Control Act,  and the  Comprehensive  Environmental  Response,
Compensation,  and  Liability  Act of 1980,  as from time to time  amended  (all
hereafter  collectively  called "Laws"). No material shall be installed anywhere
else within the  Landlord's  Property,  by Tenant,  or any employee,  agent,  or
contractor  of Tenant,  which  contains any asbestos or other toxic or hazardous
waste or  substance;  or which  causes,  or could  cause all or any of  Landlord
Property to be in violation of any Laws:  (a.) when such  material is installed;
(b.)  while  such  material  remains  thereon;  or (c ) when  such  material  is
disturbed or removed.

          11.2. Tenant's Liability.  Tenant shall hold Landlord free,  harmless,
and indemnified  from any penalty,  fine,  claim,  demand,  liability,  cost, or
charge whatsoever which Landlord does or may incur by reason of Tenant's failure
to comply  with this  Section;  including,  but not limited to: (a.) the cost of
bringing  the  Landlord's  Property  into  compliance  with all  Laws;  (b.) the
reasonable  cost of all  appropriate  tests  and  examinations  of the  Landlord
Property to confirrn  that the same has been  brought into  compliance  with all
Laws;  and (c.)  the  reasonable  fees and  expenses  of  Landlord's  attorneys,
engineers,  and  consultants  incurred by Landlord in enforcing  and  confirming
compliance with this Section.

          11.3.   Inspections   by  Landlord.   Landlord   and  its   engineers,
technicians,  and consultants  (collectively  the "Auditors")  may, from time to
time as Landlord deems  appropriate,  conduct  periodic  tests and  examinations
("Audits") of the demised  Premises to confirm and monitor Tenant's  compliance
with this Section.  Such Audits shall be conducted in such manner as to minimize
the interference with Tenant's  permitted  activities on the demised  Premises;
however,  in all cases, the Audits shall be of such nature and scope as shall be
reasonably  required by then existing  technology to confirm Tenant's compliance
with this Section. Tenant shall fully cooperate with the Auditors in the conduct
of such  Audits.  The cost of such  Audits  shall be paid by  Landlord  unless a
Default  has  occurred  under this Lease,  or unless an Audit  shall  disclose a
material failure of Tenant to comply with this Section, in either of which cases
the cost of such Audit,  and the cost of all  subsequent  Audits made during the
Lease Term and within  thirty (30) days  thereafter  (not to exceed two [2] such
Audits  in any  consecutive  twelve [ 12]  month  period),  shall be paid for by
Tenant within thirty (30) days of receipt by Tenant of invoices for such audits.

          11.4. Limitation on Tenant Liability. Provided, however, the foregoing
covenants and  undertakings of Tenant  contained in this Section shall not apply
to any  condition  or matter  constituting  a violation  of any Law:  (a.) which
existed prior to the commencement of Tenant's use or occupancy of any portion of
the demised  Premises,  and was not caused,  in whole or in part,  by Tenant or
Tenant's agents, employees,  officers,  partners,  contractors,  or invitees; or
(b.) to the extent such  violation  is caused by, or results  from,  the acts or
neglects of Landlord,  other tenants in the Landlord Property,  or Landlord's or
such  other  tenants'  employees,  officers,  partners,  contractors,  guests or
invitees.

          11.5.  Tenant's  Liability After  Termination of Lease.  The covenants
contained in this Section shall survive the  expiration or  termination  of this
Lease,  and  shall  continue  for so long as  Landlord,  or its  successors  and
assigns,  may  be  subject  to  any  expense,  liability,  charge,  penalty,  or
obligation  against  which  Tenant has agreed to indemnify  Landlord  under this
Section.

          12. RULES AND  REGULATIONS.  Tenant  shall comply with all  applicable
laws,  ordinances and regulations  affecting the Demised  Premises,  and general
rules and regulations  for tenants of the Landlord  Property as may be developed
from time to time by Landlord and delivered to Tenant.

          13. SUBORDINATION - ATTORNMENT. This Lease shall be subordinate to any
mortgage or deed of trust (both hereafter a "Mortgage")  which may heretofore or
hereafter  be placed  against  the  demised  Premises by  Landlord,   unless the
mortgagee or beneficiary  thereunder  (both hereafter a   "mortgagee")  requests
that this Lease be superior to its Mortgage,  in which event this Lease shall be
superior.  In the event any  proceedings  are  brought  for  foreclosure  of any
Mortgage on the Demised  Premises,  Tenant  will  attorn to the  purshaser  at a
foreclosure sale, and

                                       6
<PAGE>



any assignee thereof, and recognize such purchaser or assignee as Landlord under
this Lease  provided such purchaser or assignee  agrees not to disturb  Tenant's
possession  or rights  under this Lease or in the Demised  Premises,  so long as
Tenant is not in Default  under the terms of this Lease.  Tenant shall  execute,
within five (5) days after Landlord's request, such instruments  evidencing such
attornment and subordination of this Lease and related matters as andlord or its
mortgagee  shall  request;  and,  as often as  requested,  shall  sign  estoppel
certificates confirming any factual matter requested which is true and is within
Tenant's knowledge  regarding this Lease, the Demised Premises,  or Tenant's use
thereof.  Tenant  agrees  to give any such  mortgagee  of whom  Tenant  has been
informed  written  notice of any Default or failure to perform by Landlord under
this Lease.  Such  mortgagee  shall have a reasonable  period of time after such
notice, in all events at least thirty (30) days, to cure any Default; and Tenant
shall accept such cure if timely made by such mortgagee.  Further, Tenant agrees
to permit any such mortgagee,  purchaser,  or their  successors and assigns,  on
acquiring  Landlord's  interest in the Demised  Premises or the Lease, to become
substitute Landlord hereunder, with liability only for such Landlord obligations
under this Lease as accrue after Landlord's interest is so acquired.

         14.  SIGNS.  Tenant  may not  erect,  install  or  display  any sign or
advertising  material  upon the  Landlord  Property  without  the prior  written
consent of Landlord.  UPON APPROVAL BY LANDLORD OF TENANT'S SIGNS, LANDLORD WILL
PROVIDE TENANT A $500.00 ALLOWANCE TOWARD THE COST OF SUCH SIGNAGE.

         15. DEFAULT.

         15. 1. Remedies.  If Tenant fails to pay any Rent or other sums payable
by Tenant as  provided  in this  Lease  within ten ( 10) days after the due date
thereof;  or breaches any other  agreement or obligation  herein set forth,  and
fails to cure such breach within ten ( 10) days after delivery of written notice
thereof from Landlord; then a "Default" by Tenant shall have occurred under this
Lease,  and, in addition to any other legal right or remedy  which  Landlord may
have for such Default,  Landlord  may, at its sole election and without  further
notice to Tenant, exercise one or more or all of the following remedies:

                  (a.)  Re-enter the Demised  Premises and Correct or repair any
condition which shall  constitute a failure on Tenant's part to perform or abide
by the terms of this Lease, and Tenant shall reimburse Landlord within fifteen (
15) days of receipt of invoice by Tenant for any  expenditures  made by Landlord
in making such corrections or repairs;

                  (b.) Re-enter the Demised Premises and Remove therefrom Tenant
and all Tenant  property,  and place or store such Tenant property in any public
warehouse or place of safekeeping selected by Landlord,  at the sole expense and
risk of Tenant,  all of which property  Tenant shall be deemed to have abandoned
and forfeited to Landlord if Tenant shall not claim and remove such property and
pay all reasonable  storage charges  applicable  thereto within thirty (30) days
after delivery of written notice to remove from Landlord;

                  (c.) Re-let the Demised  Premises or any part thereof for such
periods, and at such rentals and other terms and conditions as Landlord,  in its
sole  discretion,  may deem  advisable,  and  Landlord may make  alterations  or
repairs to the demised  Premises  which it may deem necessary or appropriate to
facilitate  such  re-letting;  and Tenant  shall pay on demand all costs of such
re-letting  including the cost of any such repairs to the demised Premises.  If
this Lease shall not have been terminated, Tenant shall continue to pay all Rent
due under this Lease up to and  including  the date of  beginning  of payment of
rent  by any  subsequent  tenant  of part or all of the  Demised  Premises,  and
thereafter  Tenant shall pay monthly  during the remainder of the Lease Term the
difference,  if any, between the rent collected from any such subsequent  tenant
or tenants and the Rent reserved in this Lease, but Tenant shall not be entitled
to  receive  any  excess of any such  rents  collected  over the Rents  reserved
herein; or

                  (d.) Terminate this Lease, which termination shall be effected
by  delivery  to Tenant of  written  notice of such  termination;  and upon such
termination,  Landlord shall recover from Tenant all damages Landlord may suffer
by  reason  of  such  termination,  including,  without  limitation,  the  cost,
including  legal  expenses  and  reasonable   attorneys'   fees,  of  recovering
possession of the demised Premises, and the cost of any repairs to the demised
Premises which are reasonably necessary to prepare the same for reletting.

           15.2. No Waiver of Rights.  No course of dealing between Landlord and
 Tenant,  or any delay on the part of Landlord in  exercising  any rights it may
 have  under  this  Lease,  shall  operate  as a waiver of any of the  rights of
 Landlord hereunder, nor shall any waiver of a prior Default operate as a waiver
 of any subsequent Default or Defaults, and no

                                       
<PAGE>



 express waiver shall affect any condition,  covenant,  rule or regulation other
 than the one  specified in such  waiver,  and that one only for the time and in
 the manner specifically stated.

           15.3. Remedies are Cumulative. The exercise by Landlord of any one or
 more of the  remedies  provided in this Lease shall not prevent the  subsequent
 exercise by Landlord of any one or more of the other remedies herein  provided.
 All  remedies  provided  for in this  Lease  are  cumulative,  and may,  at the
 election of Landlord, be exercised alternatively, successively, or in any other
 manner, and are in addition to any other rights provided by law.

            15.4  Written  Termination.  No  exercise  of any right or remedy by
Landlord  under this Lease shall effect a termination  thereof  unless  Landlord
shall  elect to  terminate  this  Lease by written  notice to Tenant;  Provided,
however,  this Lease shall be deemed  terminated upon delivery of such notice of
termination.

            15.5  Attorney's  Fees.  Tenant  shall be liable to Landlord for all
reasonable  attorney's  fees and expenses  incurred by Landlord in enforcing all
rights and remedies afforded to Landlord under this Lease.

            16.    QUIET ENJOYMENT.  If Tenant promptly complies with all of its
obligations  hereunder,  it shall  peacefully  have  possession  of the  Demised
Premises during the Lease Term,  provided that no action of Landlord in its work
in the  remainder of the  Landlord  Property,  or in repairing or restoring  the
Demised Premises,  shall be deemed a breach of this covenant, or give Tenant any
right to terminate or modify this

                                        7
<PAGE>


Lease. In addition,  Landlord shall not be liable to Tenant for injury or damage
resulting  from acts or omissions of parties  other than  Landlord  occupying or
using any part of the remainder of the Landlord Property.

          17. CONDEMNATION. If the whole or at least twenty percent (20%) of the
Demised Premises are taken by any governmental  body, whether by Court action or
by  settlement  in lieu  thereof,  and if the  property  so  taken  renders  the
remainder  of the Demised  Premises  unfit for the use  thereof by Tenant,  then
Tenant  shall have the  option to  terminate  this  Lease by  written  notice to
Landlord within sixty (60) days of such taking. If the Tenant shall not elect to
terminate,  or if the taking does not include at least twenty  percent  (20%) of
the Demised Premises, there shall be an adjustment of the Rent reflecting,  on a
pro rata basis,  any reduction in Tenant's leased space. All of the condemnation
award,  except for damage to or the taking of  Tenant's  property  and  Tenant's
relocation award, if any, shall be the exclusive property of Landlord.

          18. NO  TERMINATION  BY SALE.  No transfer or assignment of Landlord's
interest in the Demised  Premises of this Lease shall  terminate this Lease,  or
modify or amend the terms hereof, unless Tenant shall agree thereto in writing .
The term  "Landlord" as used in this Lease means only the owner of the fee title
to the Landlord Property. The current Landlord,  upon any transfer or conveyance
of its interest in the demised  Premises,  shall be entirely freed and relieved
of all covenants and  obligations of the Landlord  hereunder,  provided that the
transferee  of  Landlord's  interest in the  Landlord  Property  has assumed and
agreed to carry out any and all covenants and obligations of Landlord hereunder.

          19. NO PERSONAL LIABILITY. The liability of Landlord and any partners,
agents,  employees,  stockholders,  officers,  or directors of Landlord shall be
limited to  Landlord's  interest in the  Landlord  Property.  No other assets of
Landlord  or any such  other  party  shall be liable  for,  or  subject  to, any
liabilities pertaining to this Lease.

          20. HOLDING OVER. This Lease shall automatically terminate on the last
day of the Lease Term  without the  requirement  of notice  from  either  party.
Provided,  however,  if Tenant shall  continue to occupy the  demised  Premises
after  the  last day of the  Lease  Term  with the  prior  written  approval  of
Landlord, such occupancy shall be on a month to month basis, and shall otherwise
be upon the same terms and  conditions  as herein set forth,  except that either
party may  terminate  such month to month  tenancy  upon 30 days  prior  written
notice to the other party.

          21.  TENANT'S  ASSIGNMENT  -  SUBLEASE.  Tenant  shall  not  transfer,
mortgage,  encumber,  assign,  or  sublease  all or  any  part  of the  demised
Premises, without Landlord's prior written consent.

          22.  MISCELLANEOUS.   (a.)  This  Lease  shall  be  binding  upon  the
respective  parties  hereto,  and upon their heirs,  executors,  successors  and
assigns.  (b.) This Lease supersedes and cancels all prior negotiations  between
the parties, and all changes in this Lease shall be in writing and signed by the
party affected by such change.  (c.) The singular shall include the plural,  and
the  masculine or neuter  includes the other.  (d.) Each party hereto which is a
corporation or partnership (hereafter an "Organization") warrants and represents
to the other party  hereto  that the  Organization,  and any of its  partners or
constituent  members which are partnerships or corporations,  are each valid and
existing  legal  entities,  in good  standing  and duly  authorized  to transact
business in North Carolina, and, if different, their states of organization; and
that all  persons  executing  this  Lease on behalf of an  Organization,  or any
partner or  constituent  member  thereof,  have been duly  authorized  to do so.
Further, the execution of this Lease has been duly authorized by all appropriate
action of each Organization. (e.) The Demised Premises are leased subject to all
recorded easements, restrictions, and rights of way legally affecting the same.

          23. RECORDING.  This Lease shall not be recorded,  but, at the request
of either party and at such party's  expense,  a memorandum  hereof,  containing
such  information  as is  necessary  to provide  adequate  record  notice of the
existence of the Leasee and the terms hereof, including whether options to renew
or purchase exist,  shall be prpared and records in the county where the Demised
Premises are located.

          24.  NOTICES.  Any  notices  which  Landlord  or Tenant is required or
desires to be given to the other shall be deemed  sufficiently given or rendered
if in writing and delivered personally, or sent by certified or registered mail,
postage or fees prepaid,  to the address  listed for such party at the beginning
of the Lease,  or to such other  address as the  intended  recipient  shall have
previously  provided  to the sender by like  notice.  All such  notices or other
communications shall be deemed delivered, given, and received on the earlier of:
(a) the date of actual  delivery:  or (b) two (2) business days after mailing by
certified or registered mail, all

                                       8
<PAGE>



regardless  of refusal to accept  delivery  or  inability  to deliver due to the
recipient  having failed to keep the sender informed of the recipient's  current
address.

         25. COMMISSIONS.

         25.1.  Initial  Term.  No  commission  shall be  payable  by  Tenant in
connection  with this Lease.  Landlord  shall pay to  Carolantic  Realty,  Inc.,
within ten (10) days  after the  Commencement  Date, a  commission  of 6% of the
Minimum  Rent  payable for the initial  term of the Lease,  of which  commission
Carolantic  Realty,  Inc. shall promptly  forward (if  none, put "NONE") 50%  of
said  commission  to JIM CLARK OF EQUITY AND INVESTORS  MANAGEMENT  CORPORATION,
hereinafter called "Co-Broker."

         25.2.  Option  Periods.  On or before  the first day of each  exercised
extension period,  Landlord shall pay to Carolantic Realty, Inc. a commission of
six percent (6%) of the Minimum Rent payable for such extension period, of which
commission  Carolantic Realty,  Inc. shall promptly forward NONE % (if none, put
"None") of said commission to Co-Broker.

         26. SECURITY DEPOSIT.  Landlord acknowledges receipt from Tenant of the
sum of $8,364.17,  which sum Landlord shall retain, without any interest payable
to the  Tenant,  as  security  for  the  performance  by  Tenant  of each of its
obligations hereunder. After a Default by Tenant under this Lease, Landlord may,
at its option, apply said deposit to cure Tenant's Default; but if, prior to the
termination  of  this  Lease,  Landlord  depletes  said  deposit,  Tenant  shall
immediately restore the amount so used by Landlord. Unless the Landlord uses the
same to cure a Default  of  Tenant,  or at the  conclusion  of the Lease Term to
restore  the  demised  Premises  to its  condition  on the  Commencement  Date,
reasonable wear and tear excepted,  Landlord  shall,  within thirty (30) days of
the  termination of the Lease,  refund to Tenant the balance of the deposit that
the Landlord holds.

         27.  PAYMENTS.  All Rent and other charges  (which total  $9,752.62 per
month as of the first full  regular  month's  payment  called for in this lease)
shall be payable by Tenant to and addressed to:

                           AIRPORT BOULEVARD PARTNERS, LLC
                           POST OFFICE BOX 33312
                           RALEIGH, NORTH CAROLINA 27636

or to such other payee and such other  address as Landlord  shall  designate  by
prior written notice to Tenant.

28. OTHER PROVISIONS.  The following  additional  provisions are attached hereto
and by this  reference  made a part hereof (if none,  insert "None" in the blank
space which follows):

28.1.  Parking.  Tenant  shall  have the  right to  thirty-eight unassigned (38)
parking  spaces in the parking lots, as shown on Exhibit A, which  surrounds the
Landlord's Property.

28.2.  First Right of Refusal.  During the  initial  term of this Lease,  in the
building  where the Demised  Premises are  located,  upon receipt of notice from
other building  tenants of such tenant's intent to vacate,  Landlord will notify
Tenant of such  vacancy.  Tenant upon notice  from  Landlord  shall have 30 days
exclusive right to negotiate  mutually agreeable terms to take such space. After
the 30 day period this right is null and void.

IN WITNESS  WHEREOF,  Landlord  and  Tenant  have  caused  this Lease to be duly
executed in duplicate originals, all as of the day and year first above written.

TENANT:  MULTIMEDIA ACCESS CORPORATION    LANDLORD:  AIRPORT BOULEVARD PARTNERS,
                                                      LLC



(By:)Signature:                    (SEAL)  (By:)Signature:                (SEAL)
               --------------------                       ----------------------
(By:)Signature:                    (SEAL)  (By:)Signature:                (SEAL)
               --------------------                     ------------------------
Printed Name:  William S. Leftwich          Printed Name
               --------------------                     ------------------------
               Chief Financial Officer

                                        9