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                                                                    Exhibit 10.5



STATE OF ALABAMA

COUNTY OF MADISON


                                 LEASE AGREEMENT
                                 ---------------

         THIS LEASE AGREEMENT (this "LEASE") made and entered into on this 26TH
day of March, 2001, by and between RESEARCH PARK/GE TENANCY IN COMMON
hereinafter referred to as "LESSOR," and PEI ELECTRONICS, INC., hereinafter
referred to as "LESSEE".

                              W I T N E S S E T H :

         WHEREAS, Lessor and Lessee desire to enter into a lease agreement with
regard to a portion of the property located at 110 Wynn Drive, Huntsville,
Alabama.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is agreed as follows:

         1. DEMISED PREMISES: Lessor does hereby lease unto Lessee approximately
192,485 square feet of space located in buildings located at 110 Wynn Drive,
Huntsville, Alabama, which leased space is more particularly shown on the plan
attached hereto and identified as EXHIBIT "A", which lease space shall
hereinafter be referred to as the "Demised Premises". The Demised Premises are
located on real property in Huntsville, Alabama, more particularly described on
EXHIBIT "B" attached hereto (the "Property").

         2. TERM: The term of this lease shall begin on May 1, 2001, or when
Lessor begins $600,000 of tenant improvements, and shall end seven years after
effective date of lease.

         3. CONTINGENCY: This Lease and the obligations of the parties hereunder
is expressly contingent upon the following events (the "Contingency"):

         a.       Lessor presenting to Lessee a contract, on or before May 1,
                  2001, acceptable to Lessee in its discretion, for the purchase
                  of either (i) the BellSouth property located immediately to
                  the west of the Demised Premises, (ii) or the Redstone Federal
                  Credit Union Property located immediately north of the
                  BellSouth Property, (iii) or the M&M Securities property
                  located immediately south of the PEI Electronics property.

         In the event Contingency is not satisfied by May 1, 2001, PEI
Electronics has an option to terminate the lease, extend the period to obtain a
contract, or remove Contingency.

         4. TITLE AND POSSESSION: Lessor covenants that it has good title to the
Demised Premises, subject, however, to easements of record; zoning regulations
of the City of Huntsville as such may apply to the Demised Premises; outstanding
Mortgages to New England

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Life Insurance Company, and restrictive covenants set forth in the deed from the
University of Alabama Huntsville Foundation, which deed is recorded in Deed Book
387, page 243, Probate Records of Madison County, Alabama, and other
restrictions of record.

         Lessor further covenants to keep the Lessee in the quiet possession of
the premises during the aforesaid term, provided Lessee shall comply with all of
the provisions of this lease.

         5A. USE OF PREMISES: Except as otherwise provided in the Lease, Lessee
shall have the right to use the Demised Premises for any and all lawful
purposes; subject, however, to the zoning regulations and restrictive covenants
hereinabove referred to in the next preceding paragraph.

         Lessee shall fully and promptly comply with the valid requirements of
public authorities regarding the manner of the conduct of the Lessee's business
on the Demised Premises, and Lessee agrees that it shall not maintain a nuisance
on such premises.

         5B. LESSEE RESTRICTIONS:

         (a) Lessee shall not use or permit the use of the Premises, including,
without limitation, the groundwater on or under the Premises, in violation of
any federal, state or local laws, ordinances or regulations, now or hereafter in
effect, relating to environmental matters, industrial hygiene, occupational
health or hazardous materials (hereafter "Environmental Laws"). Lessee shall not
install or use on, under or about the premises any underground storage tanks or
dispose of any waste materials on, under or about the Premises. Lessee shall not
use the Premises for the importation, storage (longer than 90 days),
manufacture, refining, production or treatment of hazardous substances,
hazardous materials, hazardous waste, oil (or any fraction thereof), or toxic
substances as defined in any federal, state or local laws, ordinances or
regulations now or hereafter in effect (collectively "Hazardous Substances").
Lessee agrees not to introduce any significant (meaning in excess of any local,
state or federal standard) amount of hazardous substances onto the Demised
Premises without the express written consent of the Lessor. Lessee shall only
handle, store or use Hazardous Substances in the minimum quantities practicable
for its operations. The foregoing restrictions shall not in any way be construed
to limit or affect Lessee's obligation under this Lease to comply with
applicable law or indemnify Lessor against any harm or damage caused by such
substances.

         (b) No spill, deposit, emission, leakage or other release of Hazardous
Substance into the soils, groundwater, surface waters, buildings or structures
shall be deemed "ordinary wear and tear", and Lessee shall be responsible to
promptly and, to the extent required by applicable law, cleanup any such release
as shall occur at the Premises during the term of the Lease and shall surrender
the Premises free of any significant (meaning in excess of amounts allowed by
applicable law) contamination or damage caused by such occurrences during the
term of this Lease. Lessee further covenants that Lessee will be responsible for
the cost of any environmental contamination including but not limited to
inspection by reputable firms, any cleanup or other procedures to eradicate
hazardous materials and any follow up inspection by qualified firms.

         (c) Lessee shall immediately advise Lessor in writing of:


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                  i) any and all enforcement, cleanup, removal, mitigation or
other governmental or regulatory actions instituted or threatened pursuant to
any Environmental Laws affecting the Premises;

                  ii) any and all claims made or threatened by any third party
relating to damage, contribution, cost recovery, compensation, loss or injury
resulting from any Hazardous Substances allegedly arising from the Premises;

                  iii) Lessee's discovery of any occurrence or condition on the
Premises which could subject the premises to any liabilities or any restriction
on ownership, occupancy, transferability or use of the Premises under the
Environmental Laws.

         (d) Lessee shall permit Lessor and his agents to enter into and upon
the Premises, without notice, at all reasonable times for the purpose of
inspecting the Premises and all activities thereon, including without
limitation, activities related to Hazardous Substances.

         5C. LESSOR WARRANTY:

         Lessor agrees to indemnify and hold harmless Lessee from any and all
claims, damages, fines, judgments, penalties, costs, liabilities, or losses,
including reasonable litigation expenses, whether arising during or after the
term of this lease, relating to any Hazardous Substance not introduced into or
used on the premises by Lessee (whether before or during the term of this Lease)
or, to the extent Lessee can otherwise show, any Hazardous Substance which does
not result from Lessee's lease or use of the Premises. Lessee agrees to provide
prompt notice of any such claim to Lessor and to tender the defense, at Lessor's
sole option, of any such claim to Lessor.

         6. RENTAL:

         A. INITIAL TERM: Lessee covenants and agrees to pay Lessor as rent for
the Demised Premises the sum of One Hundred Twenty Thousand Three Hundred Three
and 13/100 ($120,303.13) dollars per month payable in advance on or before the
first (1st) day of each calendar month, with the first such payment due and
payable May 1, 2001 and a like payment on the first day of each month thereafter
through April 1, 2008. Rent shall increase each Lease Year by one and one half
percent (1.5%) over the rent for the then ending Lease Year. As used herein,
"Lease Year" shall mean each twelve (12) month period beginning on May l and
ending on the following April 30.

         B. OPTION FOR ADDITIONAL TERM: The Lessor hereby grants to the Lessee
one (1) option for five (5) years to renew this Lease under the same terms and
conditions as herein set forth and at the rental rate set forth in Paragraph 6A.
above (the "OPTION").

         In order to exercise the Option, the Lessee shall give the Lessor
notice in writing of its election to exercise the Option at least nine (9)
months prior to the termination of the initial term of this Lease.

         7. TENANT IMPROVEMENTS: Lessor shall provide $600,000 (the "Allowance")
to be used for such tenant improvements to the Premises as set out more
particularly on EXHIBIT


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C attached hereto and incorporated herein by reference (the "Improvements").
Lessor shall complete the Improvements on or before June, 2001. In the event the
total cost of the Improvements exceeds the Allowance, Lessee shall pay for such
overage. In addition, Lessor shall provide furniture systems for the Premises in
an amount not to exceed $275,000 (the "Furniture Systems"), such systems to be
reasonably satisfactory to the Lessee. The Furniture Systems shall become the
property of PEI Electronics at the expiration of the Lease. A list of the
Furniture Systems to be provided is attached hereto as EXHIBIT D.

         8. ENTRY BY LESSOR: Lessor, through its agents or representatives,
reserves the right to inspect said premises from time to time and to make
repairs that Lessor deems necessary, provided such inspections and repairs will
in no way curtail or affect the operations of Lessee, and Lessor agrees to
subject itself and its agents and representatives to those reasonable measures
deemed necessary to Lessee to protect its security. Lessor and Lessor shall have
the further right to show the Demised Premises to prospective lenders, tenants,
and purchasers, at any time during business hours, with 24 hour notice to
Lessee.

         9. UTILITIES AND SERVICES: Lessee shall pay, when due, all bills for
gas, water, sewer service, electricity, power, and any and all other utility
services used on or furnished to the Demised Premises.

         10. SIGN: Lessee shall have the right to place a sign, identifying its
business, at a location to be agreed upon by the Lessor, provided said sign does
no damage to the building or improvements on the premises. The design of such
sign and its location, must be approved by the Lessor, which approval shall not
be unreasonably withheld.

         11. DAMAGE OR LOSS OF PROPERTY: Lessor shall not be liable for the loss
of any property of the Lessee from the Demised Premises or for any damage to any
property of Lessee, however occurring.

         12. INDEMNIFICATION BY LESSEE: Lessor shall not be liable to Lessee or
Lessee's employees, agents, patrons or visitors, or to any other person
whomsoever, for any injury to persons or damage to property on or about the
Demised Premises, resulting from and/or caused by the negligence or misconduct
of Lessee, its agents, servants or employees, or any other persons entering upon
the Demised Premises, or caused by the buildings or improvements located on the
real estate on which the Demised Premises are located becoming out of repair, or
caused by any prior or future leakage of gas, oil, hazardous substances, water
or steam, or by electricity emanating from the real estate or due to any cause
whatsoever, and Lessee hereby covenants and agrees that it will at all times
indemnify and hold safe and harmless the Lessor and Lessor's agents and
employees from any loss, liability, claims, suits, costs, expenses, including,
without limitation attorneys' fees and damages, both real and alleged, arising
out of any such damage or injury; except injury to persons or damage to
property, the sole cause of which is the negligence of the Lessor or the failure
of the Lessor to repair any part of the Demised Premises which Lessor is
obligated to repair and maintain hereunder within a reasonable time after the
receipt of written notice from Lessee of needed repairs. Lessee shall procure
and maintain through the term of this sublease a policy or policies of
insurance, at its sole cost and expense, insuring against all claims, demands,
or actions arising out of or in connection with: (i) Demised Premises; (ii) the
condition of the Demised Premises; (iii) Lessee's


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operations in and maintenance and use of the Demised Premises; and (iv) Lessee's
ability or policies to be in the amount of not less than $3,000,000 per
occurrence in respect to injury to persons (including death) and in the amount
of not less than $1,000,000 per occurrence in respect of property damage or
destruction, including loss of use thereof All such policies shall be procured
by Lessee from responsible insurance companies. Certificate of Insurance
evidencing such coverage shall be delivered to Lessor prior to the commencement
date of this Lease. Not less than fifteen days prior to the expiration date of
any such policy, Certificates of Insurance evidencing renewal of insurance
policies for such coverage shall be delivered to Lessor. Such Certificates of
Insurance shall further provide that not less than thirty days' written notice
shall be given to Lessor before such policy may be canceled or changed to reduce
insurance provided thereby.

         13. AD-VALOREM TAXES: Lessor shall pay all ad valorem taxes and special
assessment taxes assessed or charged against or upon the Demised Premises,
including taxes and assessments on or against the land and building, but Lessee
shall pay such taxes or assessments against its personal property located in the
leased building.

         Notwithstanding anything herein to the contrary, if the Demised
Premises cannot be maintained as a "Project" as that term is defined in Code of
Alabama, 1975, Sections 11-54-80, et seq., then Lessee shall be obligated to pay
to the Lessor on December 31 of every year during the term hereof an amount of
money equal to the ad valorem taxes payable for the Demised Premises for said
year.

         14. FIRE INSURANCE ON CONTENTS: Lessee agrees that it will carry fire
insurance with extended coverage on the contents of personal property to be
located within the Demised Premises.

         15. FIRE AND CASUALTY DAMAGE:

         A. Lessor agrees, at its expense, to maintain insurance covering the
building in an amount not less than eighty percent (80%) (or such greater
percentage as may be necessary to comply with the provisions of any co-insurance
clauses of the policy) of the replacement cost thereof, insuring against the
perils of Fire, Lightning, Extending Coverage, Endorsement to insure against all
other Risks of Direct Physical Loss, such coverages and endorsements to be as
defined, provided and limited in the standard bureau forms prescribed by the
insurance regulatory authority for the State of Alabama for use by insurance
companies admitted in Alabama for the writing of such insurance of risks located
without such State. Subject to the provisions of subparagraph B and D below,
such insurance shall be for the sole benefit of Lessor and under its sole
control.

         B. If the building should be damaged by fire, tornado, or other
casualty, Lessee shall give immediate written notice thereof to Lessor.

         C. If the building should be destroyed by fire, tornado, or other
casualty, or if it should be so damaged thereby that rebuilding or repairs
cannot in Lessor's estimation be completed with two hundred (200) days after the
date upon which Lessor is notified by Lessee of


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such damage, this sublease shall terminate and the rent shall be abated during
the unexpired portion of this sublease, effective upon the date of the
occurrence of such damage.

         D. If the building should be damaged by any peril covered by the
insurance to be provided by Lessor under subparagraph A above, but only to such
extent that rebuilding or repairs can in Lessor's estimation be completed within
two hundred (200) days after the date upon which Lessor is notified by Lessee of
such damage, this Lease shall not terminate, and Lessor shall at its sole cost
and expense thereupon proceed with reasonable diligence to rebuild and repair
the Building to substantially the condition in which it existed prior to such
damage; except that Lessor shall not be required to rebuild, repair or replace
any part of the partitions, fixtures, additions and other improvements which may
have been placed in, or about the Demised Premises by Lessee. If the Demised
Premises are untenantable in whole or in part following such damage, the rent
payable hereunder during the period in which they are untenantable shall be
reduced to such extent as may be fair and reasonable under all of the
circumstances. In the event that Lessor should fail to complete such repairs or
rebuilding within two hundred (200) days after the date upon which Lessor is
notified by Lessee of such damage, Lessee may at its option terminate this Lease
by delivering written notice of termination to Lessor as Lessee's exclusive
remedy, whereupon all rights and obligations hereunder shall cease and
terminate.

         E. Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed or trust covering the
Demised Premises requires that the insurance proceeds be applied to such
indebtedness, then Lessor shall have the right to terminate this Lease by
delivering written notice of termination to Lessee within fifteen (15) days
after such requirements are made by any such holder, whereupon all rights and
obligations hereunder shall cease and terminate.

         F. Anything in this Lease to the contrary notwithstanding, Lessor and
Lessee hereby waive and release each other of and from any and all rights of
recovery, claim, action or cause of action, against each other, their agents,
officers and employees, for any loss or damage that may occur to the Demised
Premises, improvements to the building, or personal property (building contents
within the building) by reason of fire or the elements regardless of cause or
origin, including negligence of Lessor or Lessee and their agents, officers and
employees. Because this subparagraph will preclude the assignment of any claim
mentioned in it by way of subrogation (or otherwise) to an insurance company (or
any other person), each party to this lease and subsequent Lease agrees
immediately to give each insurance company which has issued to it policies of
fire and extended coverage insurance, written notice of the terms of the mutual
waivers contained in this subparagraph, and to have the insurance policies
properly endorsed, if necessary, to prevent the invalidation of the insurance
coverages by reason of the mutual waivers contained in this subparagraph.

         16. WAIVER OF SUBROGATION: Lessor shall not be liable for any damage to
fixtures, equipment or other property of Lessee caused by fire or other
insurable hazards, regardless of the nature or cause, and Lessee expressly
releases Lessor from all liability for such damage. Lessee shall not be liable
for any damage to the Demised Premises caused by fire or other insurable hazards
or to any portion of such premises, regardless of the nature or cause of


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the fire or other hazards, and Lessor hereby expressly releases Lessee from all
liability for such damage.

         17. ALTERATIONS: Lessee may make non-structural alterations to the
Demised Premises at its expense, except that written approval must first be
obtained from Lessor, which approval will not be unreasonably withheld. All
alterations must be approved by the Inspection Department of the City of
Huntsville and shall become a part of the Demised Premises and be the property
of Lessor, unless otherwise agreed to in writing by Lessor prior to the time
that said alterations are made. Lessee agrees to remove the non-structural
alterations at the request of the Lessor.

         Lessor shall have the right, but not the obligation, to make such
alterations and modifications to the building or buildings in which the Demised
Premises are located, and/or all common areas surrounding the same, as Lessor
may elect, consistent with sound engineering and aesthetic landscaping
principles.

         18. CONDEMNATION: Should the entire Demised Premises, or such portion
of the Demised Premises as would substantially interfere with the operation of
the business of the Lessee, be taken by the public authority under the power of
eminent domain, or like power, and should the parties hereto fail to agree upon
a new rental basis for the remaining portion, then this Lease shall terminate
effective as of the date possession thereof shall be required to be delivered
pursuant to the final order, or judgment or decree entered in the proceedings in
exercise of such power. All damages awarded for the taking of said premises or
any part thereof, shall be payable in the full amount thereof to and the name
shall be the property of the Lessor, including, but not limited to, any sum paid
or payable as compensation for loss of value of the leasehold, and Lessee shall
be entitled only to that portion of the award expressly stated to have been made
to it for a loss of business and the loss of value and cost of removal or stock,
equipment and furniture owned and removable by the Lessee without damaging the
building.

         19. ASSIGNMENT OR SUBLETTING: Lessee shall have the right to assign or
sublease all or any part of the premises with the written approval of Lessor,
which approval will not be unreasonably withheld.

         20. DEFAULT: In the event Lessee fails to pay any installment of rental
as it becomes due, Lessor may, after first giving ten (10) days' notice in
writing to Lessee of such default, terminate this lease and re-enter the leased
premises by summary proceedings or otherwise expelling Lessee and removing all
property therefrom.

         With respect to any other violation or breach of this agreement other
than the payment of rental, Lessor shall give to Lessee thirty (30) days' notice
in writing of such violation or breach and upon the failure of Lessee to correct
such violation before the expiration of such thirty (30) days, Lessor shall have
the right of termination and re-entry as hereinabove provided.

         In the event Lessee files a voluntary petition in bankruptcy or has an
involuntary petition in bankruptcy filed against it and the petition is not
dismissed within thirty (30) days after the filing thereof, or if Lessee becomes
a debtor in any plan or reorganization as allowed by the laws of the United
States or federal court, or if Lessee makes an assignment for the benefit of


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creditors, then, in any one of such events, Lessor may, at its option, declare
the term of this Lease at an end and in any one of such events above named,
Lessee shall thereafter have no right of possession or interest in or to the
leased premises.

         In the event of the employment of an attorney by Lessor on account of
the violation of, or breach of, or in an endeavor to enforce any of the terms,
provisions, or conditions of this Lease, and Lessor prevails, Lessee agrees to
pay to Lessor a reasonable attorney's fee for the services of said attorney.

         21. REMEDIES:

         A. Upon the occurrence of any of such events of default described in
Paragraph 20 hereof, Lessor shall have the option to pursue any one or more of
the following remedies without any notice or demand whatsoever:

         (i) To terminate this Lease, in which event Lessee shall immediately
surrender the Demised Premises to Lessor and if Lessee fails to do so, Lessor
may, without prejudice to any other remedy which it may have for possession or
arrearages in rent, enter upon and take possession of the Demised Premises and
expel or remove Lessee and any other person who may be occupying the Demised
Premises or any part thereof, without being liable for prosecution of any claim
of damages therefore,

         (ii) Enter upon the Demised Premises, without being liable for
prosecution of any claim for damages therefore, and do whatever Lessee is
obligated to do under the terms of this Lease; and Lessee agrees to reimburse
Lessor on demand for any expenses which Lessor may incur in thus effecting
compliance with Lessee's obligation under this Lease, and Lessee further agrees
that Lessor shall not be liable for any damages resulting to the Lessee from
such action, whether caused by the negligence of Lessor or otherwise;

         B. In the event Lessor may elect to regain possession of the Demised
Premises by a forcible detainer proceeding, Lessee hereby specifically waives
any statutory notice which may be required prior to such proceeding, and agrees
that Lessor's execution of this Lease is, in part, consideration of this waiver.

         C. Exercise by Lessor of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be an acceptance of surrender of the
Demised Premises by Lessee, whether by agreement or by operation of law, it
being understood that such surrender can be effected only by the written
agreement of Lessor and Lessee. No removal or other exercise of dominion by
Lessor over the property of Lessee or others at the Demised Premises shall be
deemed unauthorized or constitute a conversion, Lessee hereby consenting, after
any event of default, to the aforesaid exercise of dominion over Lessee's
property within the Demised Premises. All claims for damages by reason of such
re-entry and/or repossession and/or alteration of locks or other security
devises are hereby waived, as are all claims for damages by reason of any
distress warrant, forcible detainer proceedings, sequestration proceedings or
other legal process. Lessee agrees that any reentry by Lessor may be pursuant to
judgment obtained in forcible detainer proceedings or other legal proceedings or
without the necessity of any legal proceedings, as Lessor may elect, and Lessor
shall not be liable in trespass or otherwise.



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         D. In the event Lessor elects to terminate the Lease by reason of any
event of default, the notwithstanding such termination, Lessee shall be liable
for and shall pay to Lessor, at the address specified for notice to Lessor
herein, the sum of all rental and other indebtedness accrued to date of such
termination, plus, as damages, an amount equal to the greater of (i) the total
rental hereunder for the remaining portion of the Lease term (had such term not
been terminated by Lessor prior to the date of expiration stated in Paragraph
2), and (ii) the then present value of the then fair rental value of the Demised
Premises for such period.

         E. In the event that Lessor elects to repossess the Demised Premises
without terminating this Lease, or in the event Lessor elects to terminate this
Lease, then Lessee, at Lessor's option, shall be liable for and shall pay to
Lessor, at the address specified for notice to Lessor herein, all rental and
other indebtedness accrued to the date of such repossession, plus rental
required to be paid by Lessee to Lessor during the remainder of this Lease term
until the date of expiration of the term, as stated in Paragraph 2, diminished
by any net sum thereafter received by Lessor through reletting the Demised
Premises during said period (after deducting expenses incurred by Lessor as
provided in subparagraph F below). In no event shall Lessee be entitled to any
excess of any rental obtained by reletting over and above the rental herein
reserved. Actions to collect amounts due by Lessee to Lessor under this
subparagraph may be brought from time to time, on one or more occasions, without
the necessity of Lessor's waiting until expiration of the Lease term.

         F. In case of any event of default or breach of Lease, or threatened or
anticipatory breach or default, Lessee shall also be liable for and shall pay to
Lessor, at the address specified for notice to Lessor herein, in addition to any
sum provided to be paid above, brokers' fees incurred by Lessor in connection
with reletting the whole or any part of the Demised Premises; the costs of
removing and storing Lessee's or other occupant's property; the costs of
repairing, altering, remodeling or otherwise putting the Demised Premises into
condition acceptable to a new tenant or tenants; and all reasonable expense
incurred by Lessor in enforcing or defending Lessor's rights and/or remedies
including reasonable attorney's fee, whether suit is actually filed or not.

         G. In the event of termination or repossession of the Demised Premises
for an event of default, Lessor shall not have any obligation to relet or to
attempt to relet the Demised Premises, or any portion thereof, to collect rental
after reletting; and in the event of reletting, Lessor may relet the whole or
any portion thereof, or to collect rental after reletting; and in the event of
reletting, Lessor may relet the whole or any portion of the Demised Premises for
any period to any tenant and for any use and purpose.

         H. If Lessee should fail to make any payment or cure any default
hereunder within the term herein permitted, Lessor, without being under any
obligation to do so and without thereby waiving such default, may make such
payment and/or remedy such other default for the account of Lessee (and enter
the Demised Premises for such purpose), and thereupon Lessee shall be obligated
to, and hereby agrees, to pay Lessor, upon demand, all costs, expenses, and
disbursements (including reasonable attorney's fees) incurred by Lessor in
taking such remedial action.



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         I. In the event of any default by Lessor, Lessee's exclusive remedy
shall be an action for damages (Lessee hereby waiving the benefit of any laws
granting it a lien upon the property of Lessor and/or upon rent due Lessor), but
prior to any such action Lessee will give Lessor written notice specifying such
default with particularity, and Lessor shall thereupon have thirty (30) days in
which to cure any such default. Unless and until Lessor fails to so cure any
default upon such notice, Lessee shall not have any remedy or cause of action by
reason thereof. All obligations of Lessor hereunder will be construed as
covenants, not conditions; and all such obligations will be binding upon Lessor
only during the period of its possession of the Real Estate, and in the event of
the transfer by such owner of its interest in the Real Estate, such transferor
owner shall thereupon be released and discharged from all covenants and
obligations of the Lessor thereafter accruing, but such covenants and obligation
shall be binding during the lease term upon each new owner for the duration of
such owner's ownership. Notwithstanding any other provision of this lease,
Lessee agrees to look solely to the equity or interest then owned by Lessor in
the Real Estate and in no event shall any deficiency judgment or any money
judgment of any kind be sought or obtained against any party Lessor for breach
of any of the covenants of Lessor hereunder or for any of the indemnifications
by Lessor arising under this Lease.

         22. PARKING: Lessor will provide parking spaces for Lessee in the
parking lots as provided in Exhibit C attached hereto. These parking spaces will
be exclusively for the use of the Lessee, its agents, employees, customers, and
invitees.

         23. MAINTENANCE AND REPAIRS: Lessee shall maintain, in good condition,
all mechanical equipment attached to the Demised Premises; provided, however,
that Lessor shall at its expense repair or replace all heating, air-conditioning
or water cooling units (including compressors and combustion chambers) and
cafeteria equipment which, although properly maintained, have failed because of
age or other faults not caused by the Lessor; and further provided that if such
units are not properly maintained or are otherwised damaged by Lessee or its
agents or employees, such repair or replacement shall be the responsibility of
the Lessee, at its expense.

         Lessee shall be responsible, at its expense, for all lawn maintenance
for the Demised Premises and the Property.

         Lessor shall maintain and repair, at its expense, the exterior roof of
the Demised Premises.

         Lessee agrees to provide all other maintenance and repairs not herein
specifically mentioned.

         Lessee agrees at the time of vacating the Demised Premises to return
the Demised Premises to the Lessor in the same good condition as when they first
occupied the Demised Premises at the commencement of the lease term.

         24. JANITORIAL SERVICES: Lessee shall provide at its expense all
janitorial services to the Demised Premises.



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         25. MORTGAGES: Lessee accepts this Lease subject and subordinate to any
mortgage(s) and/or deed(s) of trust now or any time hereafter constituting a
lien or charge upon the premises or the improvements situated thereon; provided,
however, that if the mortgagee, trustee, or holder of any such mortgage or deed
of trust elects to have Lessee's interest in this Lease superior to any such
instrument, then by notice to Lessee from such mortgagee, trustee or holder,
this sublease shall be deemed superior to such lien, whether this Lease was
executed before or after said mortgage or deed of trust. Lessee shall at any
time hereafter, on demand, execute any instruments, releases, or other documents
which may be required by any mortgage for the purpose of subjecting and
subordinating this Lease to the lien of any such mortgage.

         26. NOTICES: All notices to be given by either of the parties shall be
given in writing and by depositing the same in the United States mail, postage
prepaid, certified or registered, return receipt requested, and addressed to the
parties at the following addresses:

         LESSOR:  Research Park/GE Tenancy in Common
                  P. O. Box 264
                  Huntsville, Alabama 35807
                  Attention:  Mr. Tyrone Samples

         LESSEE:  PEI Electronics, Inc.
                  110 Wynn Drive
                  Huntsville, Alabama 35806
                  Attention:  Mr. John Hudgens

         Should the address of the parties change, for the purpose hereof, such
party shall give written notice to the other party of such new address.

         27. CAPTIONS: The captions or article headings are for easy reference
only and are not intended in any way to amend, alter, modify, or affect the
terms and conditions.

         28. SUCCESSORS AND ASSIGNS: All the terms, covenants, and conditions of
this lease shall inure to the benefit of and be binding upon the successors and
assigns of the parties hereof.

         29. RETAINED LEASEHOLD IMPROVEMENTS: EXHIBIT "D" attached hereto
includes a list of leasehold improvements which the Lessor and Lessee have
agreed will be retained in the building for the term of this Lease.

         30. ENTIRE AGREEMENT: This Lease, together with exhibits and
attachments herein referenced, constitutes the entire agreement between the
parties and no modification shall be effective unless set forth in an instrument
in writing, executed by the parties hereto, or their respective successors in
interest. Time is of the essence for all matters pertaining to this Lease.



                                       11
<Page>


         IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed as of the date first above written.


                                            LESSOR:
                                            ------

WITNESS:                                    RESEARCH PARK/GE TENANCY IN
                                            COMMON


                                            By:
----------------------------------             ---------------------------------

                                            Name:
                                                 -------------------------------

                                            Title:
                                                  ------------------------------


/S/ Joyce Minard                            By: /S/ Tyrone Samples
------------------------------------           ---------------------------------

                                            Name: Tyrone Samples
                                                 -------------------------------

                                            Title: Manager
                                                  ------------------------------


                                            LESSEE:
                                            -------

ATTEST:                                     PEI ELECTRONICS, INC.


By: /S/ Steven G. Ackerman                  By: /S/ James L. Belcher
   --------------------------------            ---------------------------------

Name: Steven G. Ackerman                    Name: James L. Belcher
     -------------------------------             -------------------------------

Title: Vice President, Finance              Title:  President
      --------------------------                  ------------------------------



                                       12
<Page>


STATE OF ALABAMA  )
         -------

COUNTY OF MADISON )
          -------

         I, the undersigned Notary Public in and for said County in said State,
hereby certify that JAMES BELCHER, whose name as PRESIDENT of PEI ELECTRONICS,
INC., a corporation, is signed to the foregoing instrument and who is known to
me, acknowledged before me on this day that, being informed of the contents of
such instrument, (s)he, as such officer and with full authority, executed the
same voluntarily for and as the act of said corporation.

         Given under my hand this the 26TH day of March, 2001.

                                            /S/ Bonita D. Smith
                                            ------------------------------------
                                            Notary Public
[NOTARIAL SEAL]                             My commission expires: 12/20/2002
                                                                  --------------


STATE OF ALABAMA    )

COUNTY OF MADISON   )

         I, the undersigned Notary Public in and for said County in said State,
hereby certify that TYRONE SAMPLES, whose name as MANAGER of RESEARCH PARK/GE
TENANCY IN COMMON, is signed to the foregoing instrument and who is known to me,
acknowledged before me on this day that, being informed of the contents of such
instrument, he, as such tenant and with full authority, executed the same
voluntarily for and as the act of said tenancy in common.

         Given under my hand this the 26TH day of March, 2001.

                                                  /S/ Joyce Minard
                                                  ------------------------------
                                                  Notary Public

[NOTARIAL SEAL]                                   My commission expires: 6/17/03
                                                                        --------




                                       13
<Page>


                       FIRST AMENDMENT TO LEASE AGREEMENT
                       ----------------------------------

         THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made and
entered effective as of the 10th day of May, 2001 by and between RESEARCH
PARK/GE TENANCY IN COMMON (hereinafter "Lessor") and PEI ELECTRONICS, INC.
(hereinafter "Lessee").

                              W I T N E S S E T H :
                              ---------------------

         WHEREAS, on or about March 26, 2001, the parties entered into that
certain Lease Agreement (the "Lease") whereby Lessee leased from Lessor
approximately 192,485 square feet of the property and improvements described on
Exhibit A to the Lease and defined in the Lease as the Premises; and

         WHEREAS, the Lease contained a contingency that has now been satisfied;
and

         WHEREAS, the parties desire to amend the Lease in order to remove such
contingency, all as more particularly set out herein.

         NOW, THEREFORE, for and in consideration of the sum of ten dollars
($10.00), plus other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be
legally bound, hereby agree as follows:

         1. Unless otherwise defined herein, all capitalized terms shall have
the meaning as set forth in the Lease. As used herein, "Lease" shall mean the
Lease as amended by this Amendment.

         2. Section 3(a) of the Lease is hereby deleted in its entirety from the
Lease, the parties hereby acknowledging that such contingency has been fully
satisfied and is no longer in effect, and Lessee agrees that it shall have no
right to terminate the Lease based on the matters set out in such Section of the
Lease.

         3. Except as amended hereby, all remaining terms and conditions of the
Lease shall remain in full force and effect and shall be unchanged hereby.

         4. Each party acknowledges and agrees that the Lease is in full force
and effect, that rent has been paid current through the date hereof and that as
of the date hereof neither party has any claim against the other arising out of
or in connection with the Lease or the failure of a party to perform any
obligation it may have under the Lease.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
effective as of the 10th day of May, 2001.

                                       LESSEE:
                                       -------

ATTEST:                                PEI ELECTRONICS, INC.

By: /S/ Steven G. Ackerman             By: /s/ James L. Belcher
   -------------------------------        --------------------------------------
    Its: VP Finance                        Its: President
        --------------------------             ---------------------------------


<Page>


                                       LESSOR:
                                       -------

WITNESS:                               PROGRESS CENTER TENANCY IN COMMON


 /s/ Joyce Minard                      By: /s/ Tyrone Samples
----------------------------------        --------------------------------------
                                          Tyrone Samples, its authorized owner


STATE OF ALABAMA           )

COUNTY OF MADISON          )

         I, the undersigned Notary Public in and for said County in said State,
hereby certify that TYRONE SAMPLES, whose name as one of the owners of RESEARCH
PARK/GE TENANCY IN COMMON is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of such instrument, he, as such owner and with full authority, executed the same
voluntarily.

         Given under my hand this the 14TH day of May, 2001.

                                        /s/ Joyce Minard
                                       -----------------------------------------
                                       Notary Public
                                       My commission expires: 6/17/03
                                                             -------------------

[NOTARIAL SEAL]

STATE OF ALABAMA           )
         -------

COUNTY OF MADISON          )
          -------

         I, the undersigned Notary Public in and for said County in said State,
hereby certify that JAMES L. BELCHER, whose name as PRESIDENT of PEI
ELECTRONICS, INC., a corporation, is signed to the foregoing instrument and who
is known to me, acknowledged before me on this day that, being informed of the
contents of such instrument, he, as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

         Given under my hand this the 15TH day of May, 2001.

                                        /s/ Bonita D. Smith
                                       -----------------------------------------
                                       Notary Public
                                       My commission expires: DEC. 30, 2002
                                                             -------------------