EX-10(a)(1)(ii)
                                                                       

                            SECOND AMENDMENT TO LEASE
                            -------------------------

         This  Second  Amendment  to Lease  ("Amendment"),  dated for  reference
purposes  only as November 1, 1998,  is made and entered into by and between THE
REALTY ASSOCIATES FUND III, L.P. (successor-in-interest to CB Institutional Fund
VII) ("Landlord"),  and METRO-TEL CORP., a Delaware  corporation  (collectively,
"Tenant").

                                    RECITALS
                                    --------

         A.  Landlord's  predecessor-in-interest  and Tenant  entered  into that
certain  Industrial Real Estate lease dated April 1, 1991 ("Original Lease") for
certain  Premises  commonly  known  as  240  S.  Milpitas  Boulevard,  Milpitas,
California,  which Original Lease has been amended pursuant to the terms of that
certain  first  Amendment  to  Lease  dated  as  of  December  5,  1995  ("First
Amendment").  For purposes of this  Amendment,  the term "Lease"  shall mean the
Original Lease as amended by the First Amendment. The capitalized terms used and
not otherwise defined herein shall have the same meanings and definitions as set
forth in the Lease.

         B. The Lease Term is  presently  scheduled to expire on March 31, 1999.
Landlord  and Tenant  desire to extend the Lease Term  pursuant to the terms and
conditions set forth below.

         NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

         1. Extension of Term.  Landlord and Tenant  acknowledge  that the Lease
Term is  presently  scheduled  to expire on March 31,  1999.  The Term is hereby
extended for a period of three (3) years ("Extension Term"), commencing on April
1,  1999 and,  unless  sooner  terminated  pursuant  to the terms of the  Lease,
expiring on March 31, 2002.  Such  extension  shall be on and subject to all the
terms and  conditions of the Lease,  as amended by this  Amendment (and the term
"Lease  Term" as used in the  Lease  shall be deemed to  include  the  Extension
Term),   and  Landlord   shall  have  no  obligation  to  provide  any  Premises
improvements or any allowances therefor.

         2. Base Rent.  The Base Rent  payable by Tenant  under the Lease during
the Extension Term shall be as follows:


                           Months                          Base Rent
                           ------                          ---------

         April 1, 1999 - September 30, 2000        $13,976.95 per month
         October 1, 2000 - March 31, 2002          $15,052.10 per month


         3.       Option to Extend Term.

                  3.1 Grant of Option.  Landlord hereby grants to Tenant one (1)
option (referred to hereinafter as the "Option") to extend the Lease Term for an
additional consecutive term of two

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(2) years (hereinafter called the "Extension") commencing on the day immediately
following the expiration of the Extension Term, on the same terms and conditions
as set forth in the Lease (as amended by this  Amendment),  except that the Base
Rent shall be the amount  determined  as set forth  below.  The Option  shall be
exercised  only by written  notice  delivered to Landlord not more than nine (9)
months and not less than six (6) months prior to the expiration of the Extension
Term. If Tenant fails to deliver to Landlord  written  notice of the exercise of
the Option within the time period  prescribed  above, the Option shall lapse and
there  shall be no further  right to extend  the Term of the  Lease.  The Option
shall be exercisable by Tenant on the express conditions that (i) at the time of
the  exercise  of  the  Option,  and  thereafter  at  all  times  prior  to  the
commencement  of the Extension,  a default by Tenant shall not have occurred and
be  continuing  under the Lease,  and (ii)  Tenant has not been ten (10) or more
days late in the  payment of any rent under the Lease more than a total of three
(3) times during the Lease Term. If Tenant properly exercises the Option, "Lease
Term",  as used  herein  and in the  Lease,  shall  be  deemed  to  include  the
Extension, unless specified otherwise herein or in the Lease.

                  3.2  Personal  Option.  The Option is  personal  to  Metro-Tel
Corp.,  and shall not be assignable or transferable to any assignee of Tenant or
any  sublessee of all or any portion of the  Premises,  whether  voluntarily  or
involuntarily  or whether by operation of law or otherwise.  If Tenant subleases
or assigns or  otherwise  transfers  any  interest  under the Lease prior to the
exercise of the Option,  the Option shall lapse. If Tenant  subleases or assigns
or otherwise transfers any interest of Tenant under the Lease after the exercise
of the Option but prior to the  commencement of the Extension,  the Option shall
lapse and the Lease Term shall expire as if the Option was not exercised.

                  3.3  Calculation of Base Rent. The Base Rent payable by Tenant
under the Lease during the Extension shall be increased,  as of the commencement
of the Extension  (hereinafter called the "Extension Rental Adjustment Date") to
the "Fair Market Value" of the Premises, determined in the following manner: Not
later than one hundred (100) days prior to the Extension Rental Adjustment Date,
Landlord and Tenant  shall meet in an effort to  negotiate,  in good faith,  the
Fair Market Value of the Premises as of the Extension Rental Adjustment Date. If
Landlord  and Tenant have not agreed upon the Fair Market  Value of the Premises
at least ninety (90) days prior to the Extension  Rental  Adjustment  Date,  the
Fair Market Value shall be determined by the following appraisal method:

                           (i) If Landlord and Tenant are not able to agree upon
         the Fair Market Value of the Premises within the time period  described
         above,  then  Landlord and Tenant shall  attempt to agree in good faith
         upon a single appraiser not later than  seventy-five (75) days prior to
         the Extension Rental Adjustment Date. If Landlord and Tenant are unable
         to agree upon a single appraiser within such time period, then Landlord
         and Tenant shall each appoint one appraiser  not later than  sixty-five
         (65) days prior to the Extension  Rental  Adjustment Date, and Landlord
         and  Tenant  shall  each  give  written  notice  to the  other  of such
         appointment  at the time of such  appointment.  Within  ten  (10)  days
         thereafter,   the  two  appointed  appraisers  shall  appoint  a  third
         appraiser.  If either Landlord or Tenant fails to appoint its appraiser
         and to give  written  notice  thereof  to the other  party  within  the
         prescribed

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         time period,  the single  appraiser  appointed shall determine the Fair
         Market  Value  of  the  Premises.  If  both  parties  fail  to  appoint
         appraisers within the prescribed time period,  then the first appraiser
         thereafter  selected by a party (such selection to be by written notice
         thereof to such appraiser and the other party) shall determine the Fair
         Market Value of the Premises. Each party shall bear the cost of its own
         appraiser and the parties shall share equally the cost of the single or
         third appraiser if applicable.  All appraisers shall have at least five
         (5) years'  experience in the appraisal of  commercial/industrial  real
         property  in the area in which the  Premises  are  located and shall be
         members of professional organizations such as MAI or its equivalent.

                           (ii) For the  purposes  of such  appraisal,  the term
         "Fair  Market  Value"  shall  mean the price  that a ready and  willing
         tenant  would pay,  as of the  Extension  Rental  Adjustment  Date,  as
         monthly rent, to a ready and willing landlord of property comparable to
         the Premises if such property were exposed for lease on the open market
         for a  reasonable  period of time and taking  into  account  all of the
         purposes for which such property may be used. If a single  appraiser is
         chosen,  then such appraiser  shall  determine the Fair Market Value of
         the Premises. Otherwise, the Fair Market Value of the Premises shall be
         the arithmetic average of the two (2) of the three (3) appraisals which
         are closest in amount,  and the third  appraisal  shall be disregarded.
         Landlord and Tenant shall instruct the  appraiser(s)  to complete their
         determination  of the Fair Market Value not later than thirty (30) days
         prior to the Extension Rental Adjustment Date. If the Fair Market Value
         is not determined prior to the Extension  Rental  Adjustment Date, then
         Tenant shall  continue to pay to Landlord the Base Rent  applicable  to
         the Premises  immediately prior to the Extension Rental Adjustment Date
         until the Fair Market Value is  determined.  When the Fair Market Value
         of the Premises is determined, Landlord shall deliver notice thereof to
         Tenant,  and Tenant shall pay to  Landlord,  within ten (10) days after
         receipt of such notice,  the difference  between the Base Rent actually
         paid by Tenant to Landlord  for the period after the  Extension  Rental
         Adjustment Date and the new Base Rent determined hereunder effective as
         of the  Extension  Rental  Adjustment  Date. In no event shall the Base
         Rent payable by Tenant  during the  Extension be reduced below the Base
         Rent  payable  by  Tenant  under  the  Lease  immediately  prior to the
         Extension Rental Adjustment Date.

         4. Security Deposit.  Landlord and Tenant  acknowledge that Landlord is
currently  holding the sum of $9,676.35 as the Security Deposit under the Lease.
The  Security   Deposit  is  hereby  increased  from  $9,676.35  to  $15,052.10.
Concurrently  with  Tenant's  execution of this  Amendment,  Tenant shall pay to
Landlord the sum of $5,375.75,  which amount shall be applied by Landlord toward
such increased Security Deposit.

         5.  Brokers.  Tenant  warrants and  represents to Landlord that neither
Tenant nor any of its representatives have had any dealings with any real estate
broker, agent or finder in connection with the subject matter of this Agreement,
and that Tenant knows of no real estate broker,  agent or finder who is or might
be entitled to a commission or fee in connection with the subject matter of this
Agreement.  Tenant  shall  defend,  indemnify  and hold  Landlord and its agents
harmless from and

                                       -3-

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against any and all  liabilities  or  expenses  (including  attorneys'  fees and
costs)  arising  out of or in  connection  with  claims  made by any  broker  or
individual  for  commissions  or fees  related to the use or alleged  use of the
services  of such  broker or  individual  by Tenant  or its  representatives  in
connection  with the subject matter of this  Amendment.  The foregoing  defense,
indemnity and hold harmless obligation of Tenant shall survive the expiration or
sooner termination of the Lease.

         6.       General.

                  6.1 Effect of  Amendment;  Ratification.  Except as  otherwise
modified by this Amendment,  the Lease shall remain unmodified and in full force
and effect. In the event of any conflict or inconsistency  between the terms and
conditions  of the Lease and the terms and  conditions  of this  Amendment,  the
terms and conditions of this Amendment shall prevail.

                  6.2   Attorneys' Fees.  The provisions of the Lease respecting
payment of attorney's fees shall also apply to this Amendment.

                  6.3   Counterparts.   If  this   Amendment   is   executed  in
counterparts, each counterpart shall be deemed an original.

                  6.4 Authority to Execute Amendment.  Each individual executing
this Amendment on behalf of a partnership or corporation  represents  that he or
she is duly  authorized  to execute and deliver this  Amendment on behalf of the
partnership  and/or  corporation  and that this  Amendment  is binding  upon the
corporation or partnership in accordance with its terms.

                  6.5 Governing  Laws. This Amendment and any enforcement of the
agreements and  modifications set forth above shall be governed by and construed
in accordance with the laws of the State of California.

         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date and year first above written.

LANDLORD:

THE REALTY ASSOCIATES FUND III, L.P.

By:     Realty Associates Fund III GP, Limited
        Partnership (its general partner)

        By:    Realty Fund III GP, Inc. (its general
               partner)

               By:                                    


                                       -4-

<PAGE>


TENANT:

METRO-TEL CORP. a Delaware corporation


By:                                                           
Name:                                                         
Its:                                                          


By:                                                           
Name:                                                         
Its:                                                          

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