LCC INTERNATIONAL INC, S-1/A, 1996-08-16

LCC INTERNATIONAL INC
S-1/A, 1996-08-16
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1996

REGISTRATION NO. 333-6067

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- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------

AMENDMENT NO. 1 TO

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
LCC INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 4812 54-1807038
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation Classification Number)
or organization) Code Number)
</TABLE>

ARLINGTON COURTHOUSE PLAZA II
2300 CLARENDON BOULEVARD, SUITE 800
ARLINGTON, VIRGINIA 22201
(703) 351-6666
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

---------------------
PIYUSH SODHA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LCC INTERNATIONAL, INC.
ARLINGTON COURTHOUSE PLAZA II
2300 CLARENDON BOULEVARD, SUITE 800
ARLINGTON, VIRGINIA 22201
(703) 351-6666
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

---------------------
Copies to:

<TABLE>
<S> <C>
STEVEN M. KAUFMAN, ESQ. JUDITH R. THOYER, ESQ.
LORRAINE SOSTOWSKI, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON
HOGAN & HARTSON L.L.P. 1285 AVENUE OF THE AMERICAS
555 THIRTEENTH STREET, N.W. NEW YORK, NEW YORK 10019-6064
WASHINGTON, D.C. 20004-1109 (212) 373-3000
(202) 637-5600
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following effectiveness of this Registration Statement.

---------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
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CALCULATION OF REGISTRATION FEE

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<TABLE>
<CAPTION>
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(3)
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<S> <C> <C> <C> <C>
Class A Common Stock, par value $0.01 per
share........................................ 5,750,000 $15.00 $86,250,000 $6,266
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</TABLE>

(1) Includes 750,000 shares which may be purchased by the Underwriters to cover
over-allotments, if any.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act.

(3) Does not include $23,476, which was previously paid.

---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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<PAGE> 2

LCC INTERNATIONAL, INC.

CROSS-REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501(b)

<TABLE>
<CAPTION>
FORM S-1
ITEM NUMBER LOCATION IN PROSPECTUS
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of
Prospectus.............................. Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus........................... Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges...... Prospectus Summary; The Company; Risk
Factors
4. Use of Proceeds........................... Use of Proceeds
5. Determination of Offering Price........... Underwriting
6. Dilution.................................. Dilution
7. Selling Security Holders.................. Principal and Selling Stockholders
8. Plan of Distribution...................... Outside Front Cover Page; Underwriting
9. Description of Securities to be
Registered.............................. Outside Front Cover Page; Prospectus
Summary; Description of Capital Stock
10. Interests of Named Experts and Counsel.... Not Applicable
11. Information with Respect to the
Registrant.............................. Outside Front Cover Page; Prospectus
Summary; Risk Factors; The Company; The
Merger; The MCI Notes, MCI Note
Assumption, MCI Conversion; Use of
Proceeds; Dividend Policy; Dilution;
Capitalization; Selected Consolidated
Financial Data; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Business;
Management; Certain Transactions;
Principal and Selling Stockholders;
Description of Capital Stock; Shares
Eligible for Future Sale; Consolidated
Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................. Not Applicable
</TABLE>

<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED , 1996

[LCC LOGO]

PROSPECTUS
, 1996

5,000,000 SHARES

LCC INTERNATIONAL, INC.
CLASS A COMMON STOCK

Of the 5,000,000 shares of Class A Common Stock offered hereby, 2,750,000
shares are being sold by the Company and 2,250,000 shares are being sold by the
Selling Stockholder. See "Principal and Selling Stockholders." The Company will
not receive any of the proceeds from the sale of shares by the Selling
Stockholder.

The Company has two classes of authorized Common Stock, Class A Common
Stock and Class B Common Stock. The rights of the Class A Common Stock and the
Class B Common Stock are substantially identical, except that holders of the
Class A Common Stock are entitled to one vote per share and holders of the Class
B Common Stock are entitled to ten votes per share. Both classes will vote
together as one class on all matters generally submitted to a vote of
stockholders, including the election of directors. See "Description of Capital
Stock." Upon completion of the Offering and the Merger, companies controlled by
the Company's founders will own all of the outstanding shares of Class B Common
Stock, which will represent approximately 94.8% of the combined voting power of
the Common Stock. As a result, such companies will have the ability to elect all
of the Company's directors and will continue to control the Company. See "Risk
Factors -- Control of the Company by RF Investors" and "Description of Capital
Stock -- Common Stock."

Prior to the Offering, there has been no public market for the Class A
Common Stock. It is currently estimated that the initial offering price will be
between $13.00 and $15.00 per share. See "Underwriting" for information relating
to the factors considered in determining the initial public offering price.

The Class A Common Stock offered hereby has been approved for listing on
the Nasdaq National Market under the symbol "LCCI," subject to official notice
of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR CERTAIN INFORMATION THAT SHOULD
BE CONSIDERED BY PROSPECTIVE INVESTORS. THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
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PRICE UNDERWRITING PROCEEDS PROCEEDS TO
TO THE DISCOUNTS AND TO THE THE SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDER
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<S> <C> <C> <C> <C>
Per Share......................... $ $ $ $
Total(3).......................... $ $ $ $
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</TABLE>

(1) See "Underwriting" for indemnification arrangements with the Underwriters.

(2) Before deducting expenses estimated at $ , which will be paid by
the Company.

(3) The Company and the Selling Stockholder have granted to the Underwriters a
30 day option (the "Over-Allotment Option") to purchase up to 750,000
additional shares (412,500 shares from the Company and 337,500 shares from
the Selling Stockholder) at the Price to the Public less Underwriting
Discounts and Commissions, solely to cover over-allotments, if any. If the
Over-Allotment Option is exercised in full, the total Price to the Public,
Underwriting Discounts and Commissions, Proceeds to the Company and
Proceeds to the Selling Stockholder will be $ , $ ,
$ , and $ , respectively. See "Underwriting."

The shares are being offered by the several Underwriters named herein,
subject to prior sale, when, as and if delivered to and accepted by the
Underwriters and subject to various prior conditions including their right to
reject orders in whole or in part. It is expected that delivery of the shares
will be made in New York, New York on or about , 1996.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALEX. BROWN & SONS
INCORPORATED
OPPENHEIMER & CO., INC.

<PAGE> 4

The inside front cover of the prospectus contains a graphic depicting a cellular
telephone silhouetted against a city skyline, circled by the words "World Class
Wireless Solutions."

A fold-out graphics page appears next, titled "Service and Product Solutions for
a Wireless World," and containing the words "By offering a full complement of
network engineering and program management services, design and analysis
software and field measurement equipment, the Company provides a complete and
integrated line of products and services to the wireless industry." Photographs
depict Design Services, Program Management, Engineering Software, and
Measurement Equipment and a cellular telephone handset. In small print to the
right of the handset appears the statement "The Company does not manufacture,
market or distribute wireless telephone handsets." The next page contains the
Company's logo, circled by the words Design Services, Program Management,
Engineering Software, and Measurement Equipment. Below the logo appears the
words "Through LCC International's integrated products and services, the Company
has helped design and optimize hundreds of wireless networks with thousands of
cell sites, servicing millions of subscribers worldwide."

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S CLASS
A COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information, pro forma
financial information and financial statements and notes thereto appearing
elsewhere in this Prospectus. Unless otherwise indicated, all information in
this Prospectus Summary and elsewhere in this Prospectus assumes no exercise of
the Over-Allotment Option. Unless the context indicates or requires otherwise,
references in this Prospectus to "LCC" or the "Company" are to (1) the combined
operations of the Company's predecessor, LCC, L.L.C., a Delaware limited
liability company, and its subsidiaries (the "Limited Liability Company") prior
to the date of the merger of the Limited Liability Company into LCC
International, Inc., a recently-formed Delaware corporation ("LCC
International"), as described below (the "Merger") and (2) LCC International and
its subsidiaries, after the Merger. Each prospective investor is urged to read
this Prospectus in its entirety. Definitions of technical and other terms are
set forth in the Glossary starting at page G-1. References herein to wireless
telecommunications or similar terms are not intended to include satellite
transmission, which some consider to be a "wireless" technology.

GENERAL

LCC is one of the world's largest independent providers of radio frequency
("RF") engineering and network design services and products to the wireless
telecommunications industry. The Company has provided these services, along with
related proprietary software tools and field measurement and analysis equipment,
to operators of more than 200 wireless systems in more than 40 countries. The
Company intends to leverage its leadership position and its relationships with
major wireless customers to benefit from the expected significant growth in
wireless networks worldwide.

The Company has provided services and products to seven of the ten largest
U.S. cellular system operators; large international cellular operators,
including British Telecommunications plc ("British Telcom"), France Telcom and
Mannesmann Mobilfunk GmbH, Germany ("Mannesmann"); companies building or
proposing to build personal communications services ("PCS") systems, including
AT&T Wireless Services, Pacific Bell Mobile Services, NextWave Telcom, Inc.
("NextWave Telcom") and DCR PCS, Inc. ("DCR"); operators of enhanced specialized
mobile radio ("ESMR") systems, including Nextel Communications, Inc. ("Nextel
Communications"); and operators of two-way messaging systems. Many of the
Company's major customers have entered into partnerships with international
wireless operators, which has enabled the Company to obtain significant new
business from such operators. The Company also has established working
relationships with two major telecommunications equipment vendors, pursuant to
which the Company provides services and products on a subcontract basis.

LCC believes that its 26.9% compound annual growth in revenues over the
past five years has been fueled primarily by the growth of the wireless
telecommunications industry. The Company derives a significant portion of its
revenues from its international customers (approximately 39% in 1995). A
substantial number of new wireless network licenses have been awarded worldwide
over the last five years, and the Company expects a significant number of
additional wireless licenses to be awarded in the next few years. Construction
of new networks, and optimization of existing networks, require substantial
amounts of RF engineering services and products. In addition, many existing
systems are continuing to grow; LCC estimates that operators of wireless
networks operating at capacity add a new cell site, requiring additional RF
engineering services, for every approximately 1,500 new subscribers added.

LCC's approximately 370 RF engineers provide engineering solutions to
operators of a wide range of wireless networks, incorporating all major wireless
technologies available today, including TDMA (which includes GSM, DCS and
IS-136), CDMA, iDEN, AMPS and ETACS. LCC believes that it is the largest
independent employer of RF engineers in the world and believes that this is a
substantial competitive advantage, especially with respect to large customers.
LCC provides (or, in the case of Phase 4, is developing) services and products
for operators involved in all four phases of wireless system development: (i)
Phase 1 -- bidding for the licenses necessary to build and operate the system;
(ii) Phase 2 -- build-out of the system; (iii) Phase 3 -- optimization and
enhancement of the system to meet the requirements of an increasing

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<PAGE> 6

subscriber base and to provide increased quality and coverage; and (iv) Phase
4 -- achievement of greater efficiencies in providing service in order to
compete in areas where there are multiple system operators.

The Company's services consist of (i) RF Engineering and Design Services
and (ii) Program Management, which involves the procurement and management, on a
turnkey basis, of a range of services and products for wireless networks. The
Company's products consist of (i) Software Tools and (ii) Field Measurement and
Analysis Equipment, both of which are used to design wireless networks and
optimize the performance of existing networks.

BUSINESS STRATEGY

The Company's objective is to maintain its position as one of the world's
largest independent providers of RF engineering and network design services and
products to the wireless telecommunications industry, and to increase its market
share by pursuing multiple growth paths. The key elements in the Company's
strategy are to:

- Maintain Technological Leadership. LCC believes that it has the most
sophisticated and diversified technological capabilities (incorporating
all major wireless technologies available today) in the wireless network
design industry and intends to maintain its technological leadership.

- Leverage Large Installed Customer Base. The Company believes that its
large customer base gives it a significant advantage in obtaining
additional business for its existing and new services and products.
Typically, a substantial portion of the Company's revenues in a given
year are generated by customers for which the Company has previously
performed services or provided products.

- Pursue International Growth. The Company believes that the growth of the
international wireless industry over the next several years will be
substantial. The Company is devoting significant efforts to increasing
its market share of international business, and is particularly focused
on providing planning services to companies that are participating in
government tender processes for new license grants. The Company has found
that provision of such services often results in engineering contracts if
such companies receive licenses.

- Pursue New Markets

New Wireless Networks and Technologies. The development of new types of
wireless networks and new wireless technologies, including private
corporate networks, wireless cable (LMDS and MMDS) services, wireless
local loop and wireless high speed data services, is expected to result
in additional potential customers for the Company's services and
products.

- Offer and Develop New Types of Services and Products

Program Management Services. Program management involves the procurement
and management, on a turnkey basis, of a range of services and products
relating to deployment or expansion of wireless networks, including
systems integration, site acquisition, site engineering, procurement
management, construction management, installation and commissioning, and
customer training. These management services are often packaged with the
Company's traditional RF and network engineering services, software
tools and field measurement and analysis equipment. The Company believes
that an increasing number of wireless system operators are attracted to
this approach, and

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that program management will increase revenues from RF engineering
services in addition to providing revenues from new services.

Phase 4 System Efficiency Services and Products. The Company is
developing new RF engineering services and products to increase system
efficiency and manage costs in the multiple-operator environment
expected to develop in the next few years.

- Establish Strategic Relationships with Carriers and Equipment Vendors.
The Company has entered into strategic relationships with new wireless
carriers and major equipment vendors as a means of obtaining new business
opportunities. The Company intends to pursue additional relationships,
including using proceeds from this initial public offering (the
"Offering") for financing and investment arrangements, as a means of
obtaining new business.

- Pursue Strategic Acquisitions. The Company intends to pursue acquisitions
of companies that have developed, or are developing, complementary
products and services. LCC believes that such acquisitions will
accelerate the development of products and enhance the recruitment of
technical staff.

THE OFFERING

Class A Common Shares Offered(1)

By the Company................. 2,750,000 shares

By the Selling Stockholder..... 2,250,000 shares

Total.................. 5,000,000 shares

Common Stock to be Outstanding
after the Offering(1)

Class A Common Stock........... 5,028,411 shares

Class B Common Stock........... 9,085,984 shares

Total.................. 14,114,395 shares

Use of Proceeds.................. Repayment of amounts outstanding under a
Credit Agreement, dated June 14, 1996,
among the Company, certain of its
subsidiaries and The Chase Manhattan Bank
(National Association) ("Chase"), as
Administrative Agent, and the lenders (the
"Lenders") signatory thereto, as amended to
substitute the Company for the Limited
Liability Company (the "Credit Facility");
advancement of $3.5 million to an entity
controlled by the Company's founders to
assist that entity in paying certain taxes;
strategic financing for customers as
incentives for new business; acquisitions;
working capital; and general corporate
purposes. See "Use of Proceeds."

Voting Rights.................... The shares of Class A common stock, par
value $0.01 per share ("Class A Common
Stock"), have one vote per share, while the
shares of Class B common stock, par value
$0.01 per share ("Class B Common Stock"),
have ten votes per share (the Class A
Common Stock and Class B Common Stock are
collectively referred to herein as "Common
Stock"). The Class B Common Stock, which
has effective control of the Company and
will be wholly-owned by RF Investors,
L.L.C. ("RF Investors") and the Founder
Corporation (as defined below), is not
being offered by this Prospectus. Class B
Common Stock is convertible into Class A
Common Stock on a share-for-share basis.
See

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"Risk Factors -- Control of the Company by
RF Investors" and "Description of Capital
Stock -- Common Stock."

Proposed Nasdaq National Market
symbol........................... LCCI
- ---------------

(1) In connection with the Offering, it is anticipated that the board of
directors of the Company (the "Board of Directors") will grant (i) pursuant
to the Company's 1996 Employee Stock Option Plan (the "Employee Plan")
options to purchase (a) approximately 590,000 shares of Class A Common
Stock to approximately 265 employees of the Company at an exercise price
per share equal to the Offering price and (b) approximately 2,160,000
shares of Class A Common Stock to approximately 40 employees of the Company
as conversion of interests held under the Limited Liability Company's
Employee Option Plan (the "LLC Option Plan") and Phantom Membership Plan
(the "LLC Membership Plan") at exercise prices per share ranging from
approximately $3.50 to $9.70, (ii) options to purchase 20,000 shares of
Class A Common Stock and 60,000 shares of Class B Common Stock at the
Offering price to four directors under the Company's Directors' Plan (the
"Directors Plan") and (iii) options to purchase 20,000 shares of Class A
Common Stock at the Offering price to a person or entity (a "Carlyle Option
Designee") designated by the Carlyle Investors (as defined below), who have
designated one of the Company's directors. In addition, in connection with
the Offering, the Board of Directors will reserve (i) approximately 360,000
shares of Class A Common Stock for purchase by eligible employees of the
Company or any of its subsidiaries pursuant to the Company's Employee Stock
Purchase Plan, (ii) approximately 474,000 shares of Class A Common Stock
for future grants of options under the Employee Plan, (iii) approximately
40,000 shares of Class A Common Stock and 240,000 shares of Class B Common
Stock for future grants of options under the Directors Plan and (iv) 80,000
shares of Class A Common Stock for future grants of options to Carlyle
Option Designees. See "Management -- Stock Plans" and "Certain
Transactions -- Conversion of Interests Under LLC Option Plan and LLC
Membership Plan into Stock Options."

RISK FACTORS

Prospective investors should carefully consider the factors discussed in
detail elsewhere in this Prospectus under the caption "Risk Factors."

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SUMMARY CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------------ ---------------------
1991 1992 1993 1994 1995 1995 1996
(IN THOUSANDS, EXCEPT PRO FORMA PER SHARE INFORMATION)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues.......................................... $40,307 $54,332 $60,307 $76,055 $104,461 $46,560 $60,364
Operating income(1)............................... 3,352 13,324 11,411 6,507 9,048 1,945 4,415
Net income(1)..................................... 3,860 13,605 10,497 4,970 4,740 742 3,021
PRO FORMA DATA:(2)
Pro forma net income(1)(3)........................ $ 4,084 $ 2,822
Pro forma net income per share(1)(4).............. $ 0.34 $ 0.21
Pro forma weighted average shares
outstanding(4).................................. 18,250 18,250
OTHER DATA:
Non-cash compensation............................. -- -- -- $ 3,255 $ 4,646 $ 2,372 $ 3,599
EBITDA(1)(5)...................................... $ 4,863 $15,030 $13,249 8,527 12,747 3,296 6,937
Depreciation and amortization..................... 1,511 1,706 1,838 2,020 3,699 1,351 2,522
Capital expenditures.............................. 2,455 1,625 1,882 2,403 4,222 2,382 1,437
</TABLE>

<TABLE>
<CAPTION>
AS OF
DECEMBER 31, AS OF JUNE 30,
------------ -------------------------------
1995 1996 1996
PRO FORMA(2)
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET
DATA:
Cash...................... $ 6,571 $ 5,431 $ 16,660
Working capital........... 17,649 6,947 40,892
Property, plant, and
equipment, net.......... 5,440 5,340 5,340
Licenses and other
intangibles, net........ 3,745 4,486 4,486
Total assets.............. 62,041 80,681 98,810
Total debt................ 30,000 40,000 50,000
Equity (deficit).......... (244) (2,134) 5,511(6)
</TABLE>

- ---------------

(1) Net of non-cash compensation.

(2) Adjusted to reflect the pro forma effects, as applicable, of the Offering
(including the application of estimated net proceeds of the Offering to
repay amounts outstanding under the Credit Facility and related interest
expense), the loan due from Telcom Ventures of $3.5 million, the MCI Note
Assumption (as defined below) and related interest expense and the Merger
(assuming such offering, assumption and merger occurred on January 1, 1995,
except for consolidated balance sheet data, which assumes such transactions
occurred on June 30, 1996).

(3) In connection with the Offering and the Merger, the Company will be
converting to a Subchapter C corporation under the Internal Revenue Code of
1986, as amended (the "Code"). Prior to conversion, the Company had been a
limited liability company for Federal and certain state income tax purposes.
As such, income of the Company was taxable to the individual members rather
than to the Company. Accordingly, the provision for income taxes for the
years ended December 31, 1991 to 1995, and the six months ended June 30,
1995 and 1996 represents state income taxes on earned income in those states
that do not recognize the flow-through nature of the limited liability
company and foreign taxes. Pro forma net income is net of a provision for
income taxes as if the Company were a Subchapter C corporation at an assumed
effective income tax rate of approximately 40%.

(4) Pro forma net income per share has been computed by dividing pro forma net
income by the pro forma weighted average number of common shares and common
share equivalents outstanding.

(5) EBITDA represents earnings before interest income, interest expense, other
income, income taxes, depreciation and amortization. EBITDA is commonly used
in the telecommunications industry to analyze companies on the basis of
operating performance, leverage and liquidity. EBITDA is not intended to
represent cash flows for periods, nor has it been presented as an
alternative to operating income or as an indicator of operating performance
and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles. See the Company's Consolidated Statements of Cash Flows in the
Company's Consolidated Financial Statements contained elsewhere in this
Prospectus.

(6) Includes non-recurring payment of compensation expense of $0.9 million (net
of applicable taxes) resulting from the dividend to Telcom Ventures of the
note receivable from Telcom Ventures held by the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity, Capital Resources and Other Financial Data -- Cash
Flows." Also includes a non-recurring deferred tax benefit from conversion
from a limited liability company to a Subchapter C corporation for income
tax purposes, estimated to be approximately $6.9 million, and adjusted for
the MCI Note Assumption, the Offering, and the Telcom Tax Advance.

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RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be carefully considered in evaluating the Company and its
business before purchasing the Class A Common Stock offered hereby.

CHANGES ADVERSELY IMPACTING DEMAND FOR THE COMPANY'S PRODUCTS AND SERVICES

The wireless telecommunications industry is undergoing a number of
significant changes that are adversely impacting demand for the Company's RF
engineering and related services and products. Such changes include (i)
increased use of in-house engineers by operators of mature wireless networks,
(ii) increasing dependence of wireless network operators on equipment vendors
for design services and (iii) delays in deployment of PCS networks.

INCREASED USE OF IN-HOUSE ENGINEERS BY OPERATORS OF MATURE WIRELESS NETWORKS

Over the last few years, operators of several mature wireless networks have
reduced the amount of engineering services purchased from LCC and have replaced
such services with those provided by their own engineers. LCC expects this trend
to continue and to affect other types of wireless networks both within the U.S.
and internationally.

INCREASING DEPENDENCE OF WIRELESS NETWORK OPERATORS ON EQUIPMENT VENDORS FOR
DESIGN SERVICES

Wireless network operators, particularly PCS operators and new
international licensees, are increasingly dependent on equipment vendors to
provide turnkey solutions for the design and deployment of wireless networks and
to provide vendor financing for the entire project. Vendors of wireless
telecommunications equipment have been conditioning the availability of
financing for services or products, other than those principally offered by the
vendor, on being granted the right to select the providers of such services and
products, including RF engineering and network design. The Company believes that
the need of PCS and other wireless operators for vendor financing and the
packaging of services by equipment vendors is making the vendor a competitor of
the Company (since the vendor is providing engineering services, generally
through a subcontract arrangement) and is causing the vendor to replace the
wireless operator as a customer of the Company. While the Company has
established relationships with major telecommunications equipment vendors
pursuant to which the Company provides services and products for the wireless
telecommunications projects for which such vendors act as prime contractors,
such arrangements often are less profitable for the Company than direct sales to
the end user since the vendor often submits a comparatively lower bid for the
engineering work to secure or increase its profits on equipment sales. In
addition, working through a prime contractor weakens the relationship with the
network operator and may reduce the Company's ability to obtain continuing
business.

DELAYS IN DEPLOYMENT OF PCS NETWORKS

The Company believes that demand for its services and products may be
affected by future delays in the pace of deployment of PCS networks in the U.S.
A significant portion of the Company's revenues is generated from new licensees
for designing and building out their networks. Furthermore, a significant
portion of the Company's backlog consists of services and products to be
provided under two five-year contracts for services and products aggregating
$115 million with the two top bidders in the recently concluded C-block
broadband PCS auction. See "Business -- Customers and Backlog." Finally, the
Company anticipates that additional future revenues will be generated from
successful bidders in the D-, E- and F-block broadband PCS auctions expected to
be held within the next two to three years. To date, the pace of PCS network
deployment has been slower than expected, due in part to difficulty experienced
by holders of MTA licenses in raising the necessary financing and there can be
no assurance that bidders for BTA licenses will not experience similar
difficulties. In addition, the C-block bidders have been hampered by delays in
the auction process and by subsequent challenges to the issuance of licenses to
successful bidders, and there can be no assurance as to when the D-, E- and
F-block auctions will occur, nor to when licenses will be granted. Accordingly,
orders for network

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<PAGE> 11

design and deployment from PCS licensees, including a significant portion of the
Company's backlog, are subject to uncertainty. See "Risk Factors -- Risks
Associated with Strategic Relationships, Strategic Financing and Acquisitions."

RISKS FROM COMPETITION

The current market for wireless network design services, related software
tools, field measurement and analysis equipment and program management services
is highly competitive. Many companies offer such services and products, and the
Company believes that the number of other independent firms providing a
combination of these services and products to wireless network operators
throughout the world is increasing. Wireless operators themselves and system
equipment vendors are also developing capabilities competitive with those
provided by LCC. See "Risk Factors -- Changes Adversely Impacting Demand for the
Company's Products and Services -- Increased Use of In-House Engineers by
Operators of Mature Wireless Networks" and "-- Increasing Dependence of Wireless
Network Operators on Equipment Vendors for Design Services." Some of the
Company's competitors are part of large corporate groups or alliances with
greater resources and broader technology bases than those of the Company. In
addition, some of the Company's competitors have been founded by or have
recruited senior engineering executives from current or potential Company
customers and may have better relationships with those current or potential
customers than are available to the Company. Recently, as a result of increased
competition, the Company has experienced a decline in the prices it can charge
for its software tools and field measurement and analysis equipment. There can
be no assurance that competitive factors will not have an adverse effect on the
Company's business.

SUBSTANTIAL LEVERAGE

The Company had $40 million of debt obligations as of June 30, 1996,
consisting of the $20 million Credit Facility and the $20 million note held by
MCI Telecommunications Corporation ("MCI"). Prior to the Offering the Company
will be assuming the $30 million note held by MCI that was issued by Telcom
Ventures (defined below). Accordingly, the Company is highly leveraged. The two
MCI notes, which are due in 2000, are exchangeable for Common Stock of the
Company, and the Company intends to require this exchange in August 1997. See
"The MCI Notes, MCI Note Assumption, MCI Conversion." However, if there is a
default under such MCI notes prior to this exchange, or if there is a default
under the Credit Facility, there would be a material adverse effect on the
Company. The Credit Facility prohibits the Company from incurring additional
debt and contains numerous other restrictive covenants. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity, Capital Resources and Other Financial Data."

RAPID TECHNOLOGICAL CHANGES

The market for wireless network system design services and tools is
characterized by rapid change and improvements in technology. The Company's
future success will depend in part on its ability to enhance its current
products, to introduce new products that keep pace with technological
developments and to address the increasingly sophisticated needs of its
customers. There can be no assurance that the Company will be successful in
developing and marketing in a timely manner product enhancements or new products
that respond to the technological advances by others, or that its products and
services will adequately and competitively address the needs of the changing
marketplace. Technological changes with respect to software tools and field
measurement and analysis equipment have resulted in the shortening of product
cycles, and if the Company is not ready to introduce new competitive products,
the Company's operating results could be adversely affected. In the past, the
Company's operating revenues from sales of software tools and field measurement
and analysis equipment have been adversely affected by this trend. In
particular, approximately two years ago, customer requirements for UNIX-based
products emerged at a time when the Company's UNIX-based products were still
being developed, and the Company's revenues from software tools for 1994 were
adversely affected. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Results of Operations -- Year Ended
December 31, 1994 Compared to Year Ended December 31, 1993." In order to remain
competitive, the Company may be required to expend a greater percentage

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<PAGE> 12

of its revenues on product innovation and research and development or technology
acquisition than historically has been the case. See Note 1 to the Consolidated
Financial Statements.

In addition, the Company believes that, as the number of wireless networks
in the U.S. increases with the addition of PCS license holders and other
competitors (Phase 4), operators will experience greater price competition and
place greater emphasis on containing costs and system efficiency. The Company's
customers will require new network engineering services and products to increase
system efficiency and manage costs in the Phase 4 multiple-operator environment.
Although the Company is developing such services and products and believes that
none of its existing competitors presently offer such services or products,
there can be no assurance that the Company will be able to offer such services
and products in a timely manner.

DEPENDENCE ON PROFESSIONAL STAFF; NEED FOR ADDITIONAL QUALIFIED TECHNICAL
PERSONNEL

The Company receives the majority of its revenues from the efforts of
approximately 370 RF engineers. The success of the Company's business therefore
depends on its ability to retain its existing staff and replace departing
engineers. Moreover, to continue its growth at its current rate, the Company
needs to attract additional RF engineers and other technical professionals, and
a number of professionals with skills in the program management area. There are
a limited number of RF engineers, and such individuals are sought both by RF
engineering companies such as LCC and by wireless network operators. Competition
for such personnel is intense, which has at times caused LCC to experience
difficulty in recruiting and retaining qualified technical personnel. In the
program management area, although the number of available professionals is
greater, the Company has less experience in hiring such professionals. There can
be no assurance that the Company will not experience difficulties in retaining
and augmenting its professional staff.

DEPENDENCE ON SIGNIFICANT CUSTOMERS AND LARGE CONTRACTS

The Company derived approximately 50% of its revenues from its ten largest
customers in the year ended December 31, 1995. Nextel Communications, the
Company's largest customer in the year ended December 31, 1995, accounted for
approximately 14% of its revenues. Although such major customers generally have
differed from year to year as work under existing contracts is completed and
services under new contracts are commenced, the Company depends on having large
contracts from some customers each year to meet its expected revenues. There can
be no assurance that the Company will continue to receive large contracts from
customers. In addition, the Company's contracts typically have provisions that
permit customers to terminate their respective contracts under various
circumstances, which include nonperformance or unsatisfactory performance by the
Company. There can be no assurance that customers under any of the Company's
long-term contracts will not attempt to cancel or renegotiate their contracts
with the Company.

LENGTHY SALES CYCLE

Purchases of the Company's products or services by customers often entail
an extended decision-making process for the customer because of the substantial
costs and strategic implications associated with selecting wireless network
deployment services and products. Senior management of the customer is often
involved in this process, given the importance of the decision as well as the
risks faced by the customer if the Company's services and products do not meet
the customer's particular needs. Therefore, large procurements of LCC services
and products involve lengthy selling cycles, resulting in a relatively high cost
of new business generation. See "Business -- Sales and Marketing."

SIGNIFICANT FLUCTUATIONS IN QUARTERLY RESULTS; UNCERTAINTIES RELATING TO BACKLOG

The Company's quarterly revenues and operating results have varied
considerably in the past and are likely to vary considerably from quarter to
quarter in the future. Fluctuations in the Company's revenues depend on a number
of factors, some of which are beyond the Company's control. These factors
include, among others, the timing of issuance of new licenses by governmental
agencies, the length of sales cycles, changes in pricing policy by the Company
or its competitors, the timing of contracts and customer budget changes. In
addition, even after contracts are entered into, the timing of delivery of
services and products

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<PAGE> 13

depends in part on the customer's readiness to receive the services and the pace
of the build-out of the customer's network, which in turn depend on a number of
business decisions by the customer and provision of services and equipment by
providers other than the Company. A large portion ($115 million, or
approximately 64.0%) of the Company's current backlog consists of services and
products to be provided under two five year contracts with holders of PCS
licenses, and the customers have flexibility within such five-year periods
regarding the timing of ordering and mix of services and products to be
purchased from the Company. See "Business -- Customers and Backlog." The orders
under such contracts are also subject to uncertainties relating to PCS network
deployment generally and to matters that may affect the businesses and financial
resources of such customers. See "Risk Factors -- Changes Adversely Impacting
Demand for the Company's Products and Services -- Delays in Deployment of PCS
Networks" and "Risk Factors -- Risks Associated with Strategic Relationships,
Strategic Financing and Acquisitions." The Company establishes its expenditure
levels for product development and other operating expenses in large part on its
expected future revenues. As a result, should revenues fall below expectations,
operating results are likely to be adversely affected. Gross profit as a percent
of total revenues generally declined from 1993 through December 31, 1995. There
can be no assurances that this trend will not continue. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Overview."

DEPENDENCE ON PROPRIETARY TECHNOLOGY

The Company relies on a combination of copyrights, trademarks, trade
secrets, non-disclosure and other contractual agreements and technical measures
to protect its proprietary rights in its products. There can be no assurance
that others will not independently develop similar products or duplicate the
Company's products. There can also be no assurance that the steps taken by the
Company will prevent misappropriation of this technology. In addition, effective
copyright, trademark or trade secret protection may be unavailable or limited in
certain circumstances. There can be no assurance that third parties will not
assert infringement claims against the Company in the future or that any such
claims will not require the Company to enter into royalty arrangements or result
in costly litigation involving the imposition of damages or injunctive relief
against the Company, any of which could adversely affect the Company's business.

TRADE ACCOUNT RECEIVABLES

The Company is subject to credit risk in the form of trade account
receivables. As of December 31, 1995 and June 30, 1996, the Company had trade
account receivables, net of allowances for doubtful accounts, of $28.3 million
and $29.5 million, respectively. The Company frequently is unable to enforce a
policy of receiving payment within 30 days of issuing bills, especially in the
case of customers who are in the early phases of business development. In
addition, many of the Company's foreign customers are not accustomed to paying
their suppliers on terms as attractive as those typically existing in the United
States. See "Risk Factors -- Risks of International Operations." Generally, the
Company does not require collateral or other security to support customer
receivables.

RISKS OF INTERNATIONAL OPERATIONS

Approximately 39% of the Company's revenues for 1995 were generated outside
of the United States, and the Company expects this segment of its business to
continue to account for a material part of its revenues. Licensing software and
selling other products and services in foreign countries is subject to various
risks inherent in international business activities. Risks include those
presented by general economic and political conditions in each country, the
effect of applicable foreign tax structures, tariff and trade regulations,
difficulties in obtaining local business licenses, the need to manage a
geographically diverse organization and difficulties in complying with a variety
of foreign laws and regulations. In addition, adverse changes in the regulatory
environments in foreign countries, including delays in deregulation or
privatization affecting the pace at which licenses are awarded to wireless
network system operators, affect the level and timing of the demand for the
Company's services and products. Providing products and services outside the
United States carries the additional risk of currency fluctuations and foreign
exchange controls imposed by certain countries. Foreign customers may be
accustomed to paying their suppliers, including the Company, on terms and

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<PAGE> 14

conditions less attractive than is typical in the United States, and collection
of accounts receivable due from foreign customers can be more difficult than
from domestic customers.

RISKS ASSOCIATED WITH STRATEGIC RELATIONSHIPS, STRATEGIC FINANCING, AND
ACQUISITIONS

RISKS ASSOCIATED WITH STRATEGIC RELATIONSHIPS AND STRATEGIC FINANCING

There are a number of risks associated with the Company's plans to pursue
opportunities to enter into strategic relationships with new wireless operators
or to extend financing to customers in return for new business opportunities.
There can be no assurance that the Company will receive the anticipated
business, that the business will be of the anticipated level or that profits
from the new business will offset any possible losses on the investment made or
financing extended by the Company to enter into such relationship. A loan to or
investment in a customer will be subject to many of the same risks to which the
customer is subject in seeking to operate and grow its businesses, and there can
be no assurance that the customer will be able to repay or return the Company's
investment within an acceptable period. The Company's first two arrangements
with customers under this strategy involved financing aggregating $11.5 million
to the two top bidders in the recently-concluded C-block auction for broadband
PCS licenses as part of arrangements involving the Company receiving contracts
aggregating $115 million for new business over a five year period. The Company's
investments in, and expectation of future orders from, these two C-block bidders
could be adversely affected to the extent that the businesses and financial
resources of these two C-block bidders is affected by any (or a combination) of:
the possibility that the FCC will find either entity ineligible for the licenses
for which they were the top bidders; the head start enjoyed by A- and B-block
licensees (which may be exacerbated by delays in the issuance of C-block
licenses caused by challenges to such issuance filed by rival bidders); the
relatively large amounts owed by the C-block bidders to the U.S. Government as a
result of the C-block auction; and the entrepreneurial or "start-up" status of
the C-block bidders and related difficulties in obtaining adequate financing for
the capital intensive build-out of their systems and to cover operating losses
during the early months of operation.

RISKS RELATING TO ACQUISITIONS

The Company's intention to engage in acquisitions to acquire companies that
have developed or are developing complementary products and services is subject
to the risks that the assets being acquired or additional professional staff
being recruited to perform services will not perform as expected, that the
acquired entity will have unanticipated liabilities and that the returns
realized by the Company ultimately will not support the investments made or
indebtedness incurred in such acquisitions.

RESTRICTIONS AFFECTING THE COMPANY'S ABILITY TO ENGAGE IN STRATEGIC FINANCINGS
OR ACQUISITIONS

There are several restrictions and other factors affecting the Company's
ability to engage in strategic financings or acquisitions. Although the Company
presently intends to engage in such transactions only to the extent that the net
proceeds from the Offering, together with amounts that will be available under
the Credit Facility, are sufficient to fund such opportunistic investments and
acquisitions, there can be no assurance that additional capital will not be
required for such purposes. The Company cannot predict the extent to which
additional capital may be required, and there can be no assurance that the
Company will be able to obtain such additional capital on terms acceptable to
the Company. In addition, the Credit Facility contains certain restrictions with
regard to, among other things, acquisitions, capital expenditures and incurrence
of additional indebtedness that may limit the ability of the Company to complete
certain acquisitions. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity, Capital Resources and Other
Financial Data -- Existing Indebtedness." Certain entities formed by The Carlyle
Group, a Washington, D.C.-based investment group (the "Carlyle Investors") also
have certain rights that limit the ability of the Company to incur debt above
specified ratios or amounts. See "Description of Capital Stock -- Certain
Relationships Between the Founder Corporation and the Carlyle Investors
Affecting the Company." Moreover, in seeking to make investments in wireless
operators or acquire other companies, the Company will be competing with
organizations that are larger, have access to more substantial capital resources
or are

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pursuing other strategic goals. There can be no assurance that the Company will
be successful in completing these transactions.

DEPENDENCE ON KEY PERSONNEL; MANAGEMENT OF GROWTH

DEPENDENCE ON KEY PERSONNEL

The success of the Company depends to a significant degree upon the
contribution of its executive officers and other key personnel. None of the
Company's executive officers has an employment agreement with the Company, other
than an agreement terminable at will. There can be no assurance that the Company
will be able to retain its key managerial and other key personnel or to attract
suitable replacements or additional personnel if required.

MANAGEMENT OF GROWTH

To manage its growth effectively, the Company must continue to strengthen
its operational, financial and management information systems, and expand, train
and manage its work force. Failure to do so effectively and on a timely basis
would have an adverse effect upon the Company's business.

CONCERNS ABOUT MOBILE COMMUNICATIONS HEALTH RISK MAY AFFECT PROSPECTS OF LCC

Allegations have been made that serious health risks have resulted from the
use of portable mobile communications devices. Some studies have found some
instances of interference with hearing aids and other medical devices caused
principally by digital wireless handsets. The actual or perceived health risks
of mobile communications devices could adversely affect LCC through a reduction
in the number of systems deployed worldwide or a reduction in the number of
sites constructed in those systems that are deployed.

CONTROL OF THE COMPANY BY RF INVESTORS

Upon completion of the Merger and the Offering, RF Investors, a recently
formed subsidiary of Telcom Ventures, L.L.C. ("Telcom Ventures"), will own all
(except for a small number of shares held by the Founder Corporation, indirectly
an equity holder of RF Investors) of the outstanding shares of Class B Common
Stock, which will represent 93.9% of the combined voting power of both classes
of Common Stock. See "Principal and Selling Stockholders." Accordingly, RF
Investors and its equity holders will be able, without the approval of the
Company's public stockholders, to (i) elect all of the Company's directors, (ii)
amend the Company's certificate of incorporation (the "Certificate of
Incorporation") with respect to most matters or effect a merger, sale of assets,
or other major corporate transaction, (iii) defeat any non-negotiated takeover
attempt, (iv) sell RF Investors' shares of Common Stock without participation in
such sale by the Company's public stockholders, (v) determine the amount and
timing of dividends paid, if any, with respect to Common Stock and (vi)
otherwise control the management and operations of the Company and the outcome
of virtually all matters submitted for a stockholder vote. RF Investors may
also, by converting its shares of Class B Common Stock into shares of Class A
Common Stock, obtain a sufficient number of shares of Class A Common Stock
(63.8% of the total outstanding shares of Class A Common Stock based upon the
number of shares of Class B Common Stock held by RF Investors on the date of the
Offering) to determine the outcome of any vote with respect to any matter on
which the holders of Class A Common Stock are entitled to vote together as a
class. Dr. Rajendra and Neera Singh, who with certain Singh family trusts
indirectly own 75% of Telcom Ventures (the "Singh Family Group"), are also
directors or executive officers of the Company, and Mark Ein, a designee of the
Carlyle Investors, who are the 25% indirect owners of Telcom Ventures, also is a
director of the Company. The Telcom Ventures and RF Investors limited liability
company agreements provide that, for as long as the Carlyle Investors
collectively own at least 5% of the total membership interests of Telcom
Ventures, Telcom Ventures shall vote any and all shares of the Company held by
it, and shall cause RF Investors to vote any and all shares held by it, from
time to time: (i) to elect as directors of the Company up to two persons
recommended by the Carlyle Investors upon the request of the Carlyle Investors,
and (ii) not to take any of the following actions without the consent of the
Carlyle Investors: (a) approve any amendment to the Certificate of Incorporation
or the Bylaws of the Company; (b) approve the incurrence by the Company of any
debt (or the granting of security

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<PAGE> 16

relating to the incurrence of debt) if as a result of such incurrence, the debt
to equity ratio of the Company exceeds 6:1 or, if as a result of such debt
incurrence, the total outstanding debt of the Company exceeds $50 million plus
or minus, as the case may be, the cumulative net income or the net losses of the
Company after January 1994; (c) approve any new affiliated party transactions in
excess of $150,000 or modifications to existing transactions, subject to certain
limited exceptions; (d) approve the appointment as independent accountants of
the Company of a firm other than one of the "big six" accounting firms; or (e)
approve certain events relating to the bankruptcy or insolvency of the Company.
The RF Investors and Telcom Ventures limited liability company agreements
provide for certain rights of the Carlyle Investors to cause the distribution to
the Carlyle Investors, beginning three years after the Offering, of up to 25% of
the Common Stock held by RF Investors. Such a distribution would still leave RF
Investors with voting control of the Company. See "Description of Capital
Stock -- Certain Relationships Between the Founder Corporation and Carlyle
Investors Affecting the Company."

RELATIONSHIP WITH TELCOM VENTURES; POTENTIAL CONFLICTS OF INTEREST

Telcom Ventures, RF Investors' parent, is principally engaged in making
investments in wireless system operators and emerging wireless technologies.
Directors of Telcom Ventures and its subsidiaries who are also directors or
officers of the Company have certain fiduciary obligations to each organization.
Telcom Ventures and directors of Telcom Ventures and its subsidiaries who are
also directors and officers of the Company are in positions involving the
possibility of conflicts of interest with respect to certain transactions
concerning the Company. In addition, the Company and Telcom Ventures and certain
of Telcom Ventures' subsidiaries have entered and will enter into arrangements
which provide for certain transactions and relationships between the parties or
which otherwise affect the Company. The Company, RF Investors, Telcom Ventures,
and Telcom Ventures' owners (the Founder Corporation, the Singh Family Group and
the Carlyle Investors (in each case as defined herein and collectively, the
"Telcom Ventures Group")) will enter into an agreement (the "Intercompany
Agreement"), effective with the Offering, whereby, among other things, (i) the
Singh Family Group will be limited in its ability to compete with the Company in
its traditional lines of business and (ii) Telcom Ventures will be limited in
its ability to invest in entities whose primary business is to compete with the
Company in its traditional lines of business, in each case until the earlier of
(i) the date on which the Telcom Ventures Group no longer possesses 51% or more
of the outstanding voting power of the Company or (ii) the occurrence of certain
termination events specified in the Formation Agreement among the Telcom
Ventures Group. Each of the Carlyle Investors (but not its affiliates) will be
limited in its ability to invest in entities whose primary business is to
compete with the Company in its traditional line of business (excluding the
program management business) until the earlier of (i) the date on which such
Carlyle Investor no longer owns, directly or indirectly, an interest in the
Company or (ii) the occurrence of certain termination events specified in the
Formation Agreement among the Telcom Ventures Group. The Company will be free to
pursue investment opportunities on its own, but will be obligated to refer to
Telcom Ventures investment opportunities prior to offering such opportunities to
any other third party. If Telcom Ventures does not elect to pursue the
investment opportunity within five days, LCC will be free to offer the
opportunity to third parties. There can be no assurance that the Intercompany
Agreement will eliminate or reduce conflicts of interest or inconsistent
fiduciary obligations. See "Certain Transactions -- Corporate Opportunity" and
"-- Future Transactions with Officers, Directors and Principal Stockholders."

ABSENCE OF DIVIDENDS ON COMMON STOCK

The Company does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future, but instead intends to retain all working
capital and earnings, if any, for use in the Company's business operations and
in the expansion of its business. Certain covenants in the Credit Facility
prohibit the payment of cash dividends without the consent of the Lenders. See
"Dividend Policy."

NEGATIVE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE

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<PAGE> 17

shares of Class A Common Stock offered hereby. As of the completion of the
Offering, the Company's existing stockholders will continue to own an aggregate
of 9,114,395 shares of Common Stock, assuming no exercise of the Over-Allotment
Option. All of such shares of Common Stock are deemed to be "restricted
securities" as that term is defined in Rule 144, promulgated under the
Securities Act.

In general, under Rule 144, a person (or persons whose shares are
aggregated with shares held by another person) who is not an affiliate of the
Company and who has satisfied a two-year holding period may, under certain
circumstances, sell within any three-month period a number of restricted
securities which does not exceed the greater of one percent of the shares
outstanding or the average weekly trading volume during the four calendar weeks
preceding the notice of sale required by Rule 144. In addition, Rule 144
permits, under certain circumstances, the sale of restricted securities, without
any quantity limitations, by a person who is not an affiliate of the Company and
who has satisfied a three-year holding period. Under Rule 144, RF Investors, the
Founder Corporation and TC Group (defined below) may be deemed, at the time of
the Offering, to have held the Common Stock owned by them for more than two
years and, accordingly, each may be able to commence public sale of any of its
Common Stock pursuant to Rule 144 beginning 90 days after the Offering, except
as provided by its "lock-up" agreement with the Underwriters described below.
MCI may be able, at the time of the MCI Conversion (anticipated to be in August
1997), to commence public sale pursuant to Rule 144 of the Common Stock received
by MCI.

The Selling Stockholder, the Founder Corporation, TC Group and executive
officers and directors of the Company have agreed not to, directly or
indirectly, offer, sell, transfer, contract to sell, grant any option to
purchase or otherwise dispose of any Common Stock or securities convertible into
or exercisable or exchangeable for Common Stock or, in any manner, transfer all
or a portion of the economic consequences associated with the ownership of
Common Stock or cause to be filed with the Commission a registration statement
with respect thereto, for a period of 180 days after the date of this Prospectus
without prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"), notwithstanding any Rule 144 exemption which may be
available to such person. Pursuant to such "lock-up" arrangements, which may be
terminated earlier at the discretion of DLJ, commencing 180 days after the date
of this Prospectus there may be 9,114,395 restricted shares of Common Stock
available for sale pursuant to Rule 144. The Company intends to file a
registration statement under the Securities Act with respect to the
approximately 3,944,000 shares of Common Stock available upon exercise of
options under the Employee Plan, the Employee Stock Purchase Plan and the
Company's 1996 Directors Stock Option Plan. Finally, RF Investors has and, upon
the exchange of the MCI Notes for Class A Common Stock, MCI will have certain
"demand" rights to require the Company to register their Class A Common Stock
for sale and to register shares on a "piggyback" basis in connection with most
registered public offerings of securities of the Company. RF Investors and MCI
are or will be entitled to registration rights that would, among other things,
permit each of RF Investors and MCI to submit three demand registration requests
to the Company. Generally, the Company will be required to use "best efforts" to
file a registration statement with the Securities and Exchange Commission (the
"Commission") within 90 days of receiving such a request. However, once a year,
the Company may defer a demand registration request for a period of up to 90
days if the Board of Directors makes a good faith determination that it would be
"seriously detrimental" to the Company to file a registration statement within
the time period otherwise required. Any sales of such securities by stockholders
pursuant to Rule 144 or pursuant to a registration statement may have an adverse
effect on the market price of the Class A Common Stock and on the ability of the
Company to obtain additional equity financing. See "Shares Eligible For Future
Sale," "Principal and Selling Stockholder" and "Certain
Transactions -- Registration Rights."

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POTENTIAL ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS OF CERTIFICATE OF
INCORPORATION, BY-LAWS AND THE CREDIT FACILITY

The Certificate of Incorporation and the Company's Bylaws (the "Bylaws")
include provisions that may discourage or prevent certain types of transactions
involving an actual or potential change in control of the Company. In addition,
the Board of Directors has the authority to fix the rights and preferences of
and issue shares of preferred stock, which may have the effect of delaying or
preventing a change in control of the Company without action by the
stockholders. See "Description of Capital Stock -- Preferred Stock" and
"-- Advance Notice Provisions for Stockholder Proposals and Stockholder
Nominations of Directors."

In addition, there are various provisions in the Credit Facility that may
have the effect of discouraging non-negotiated takeover attempts of the Company.
In particular, the Credit Facility provides for an event of default if the
Company, without the prior written consent of the Lenders (i) sells, leases,
assigns, transfers or otherwise disposes of any of its assets, other than in the
ordinary course of business and in other limited circumstances or (ii) merges
with another corporation other than a wholly-owned subsidiary. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity, Capital Resources and Other Financial Data."

INCURRENCE OF SUBSTANTIAL DILUTION

Investors participating in this Offering will incur immediate and
substantial dilution of approximately $13.93 per share in the pro forma net
tangible book value per share of the Class A Common Stock from the assumed
initial public offering price. See "Dilution."

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to this Offering, there has been no public market for the stock of
the Company and there can be no assurance that an active public market will
develop or be sustained after the Offering. The Offering price was determined by
negotiations among the Company, the Selling Stockholder and DLJ, Alex. Brown &
Sons Incorporated and Oppenheimer & Co., Inc., acting as representatives for the
Underwriters (the "Representatives"). See "Underwriting." Factors such as the
announcement of the introduction of new products or services by the Company or
its competitors, the award or termination of significant customer contracts,
quarter to quarter variations in the Company's operating results and changes in
earnings estimates by analysts, as well as market conditions in the technology
and emerging growth company sectors may have a significant impact on the market
price of the Class A Common Stock. Further, the stock market has on occasion
experienced extreme price and volume fluctuations, which have particularly
affected market prices of the equity securities of many technology companies and
which have often been unrelated to the operating performance of such companies.
These broad market fluctuations may materially and adversely affect the market
price of the Class A Common Stock.

16
<PAGE> 19

THE COMPANY

The Company's business commenced in 1983 in a corporation named LCC,
Incorporated (presently named Cherrywood Holdings, Inc.), a Kansas corporation
organized in 1983 and wholly owned by Dr. Rajendra and Neera Singh and other
members of the Singh Family Group (the "Founder Corporation"). The business was
transferred by the Founder Corporation to Telcom Ventures for a 75% interest in
Telcom Ventures in January 1994, at which time the Carlyle Investors acquired a
25% interest in Telcom Ventures in consideration of a cash contribution. Telcom
Ventures then formed the Limited Liability Company and transferred the business
to the Limited Liability Company in exchange for a 99% interest in the Limited
Liability Company. The Founder Corporation and TC Group, L.L.C., an affiliate of
the Carlyle Investors ("TC Group"), received direct interests of 0.75% and
0.25%, respectively, in the Limited Liability Company. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity, Capital Resources and Other Financial Data -- Capital
Raised to Date" and Note 2 to the Consolidated Financial Statements.

In preparation for the Offering, LCC International will become the
corporate successor to the Limited Liability Company. Immediately prior to the
closing of the Offering, the Limited Liability Company will reorganize into
corporate form by merging with and into LCC International, which until that time
will have minimal assets and liabilities. See "The Merger."

The Company's executive offices are located at 2300 Clarendon Boulevard,
Suite 800, Arlington, VA 22201, and its telephone number is 703-351-6666.

THE MERGER

Immediately prior to the consummation of the Offering, the Limited
Liability Company will be merged with and into LCC International. LCC
International will be the surviving company in the Merger, and the separate
existence of the Limited Liability Company will cease. As a result of the
Merger, LCC International will own all of the assets and rights and be subject
to all of the obligations and liabilities of the Limited Liability Company,
including those under the Credit Facility and the MCI notes. Because the Merger
is intended to qualify as tax-free under Section 351 of the Code, the tax basis
of the assets held by LCC International after the Merger will be the same as the
tax basis of the assets held by the Limited Liability Company immediately before
the Merger, and LCC International will add to its holding period for certain
assets the period for which the Limited Liability Company held such assets.

In connection with the Merger, 11,250,751 shares of Class B Common Stock
will be issued to RF Investors, 85,233 shares of Class B Common Stock will be
issued to the Founder Corporation and 28,411 shares of Class A Common Stock will
be issued to TC Group. Immediately prior to the Merger, Telcom Ventures will
transfer its membership interest in the Limited Liability Company to RF
Investors in return for a membership interest in RF Investors of 99% (the
remaining membership interests of 0.75% and 0.25% will be held directly by the
Founder Corporation and TC Group, respectively). It is presently intended that
subsequent to the Offering, the Founder Corporation and TC Group will contribute
their shares of Common Stock to RF Investors. As a result of the Merger, RF
Investors and the Founder Corporation will own Class B Common Stock which will
represent upon consummation of the Offering 94.8% of the combined voting power
of both classes of Common Stock. See "Risk Factors -- Control of the Company by
RF Investors" and "Description of Capital Stock."

Pursuant to the Merger, LCC International will be required to indemnify
Telcom Ventures, RF Investors, the Founder Corporation, the Carlyle Investors
and TC Group against obligations and liabilities associated with the Limited
Liability Company's operations. LCC International will bear all of the costs
incurred by the Limited Liability Company and such entities, including transfer
taxes and related fees, in connection with the Merger.

17
<PAGE> 20

THE MCI NOTES, MCI NOTE ASSUMPTION, MCI CONVERSION

In June 1994 the Limited Liability Company and Telcom Ventures entered into
a Note Purchase Agreement with a then unrelated third party, MCI, which provided
for the issuance of a $20 million subordinated note by the Limited Liability
Company (the "LCC Note") and of a $30 million subordinated note by Telcom
Ventures (the "Telcom Ventures Note") to MCI in return for cash in such amounts.
When MCI entered into this transaction, it advised the Company that MCI intended
the transaction to facilitate its plans, at that time, to acquire licenses to
build-out and operate a national PCS system. In connection therewith, it was
contemplated that MCI would utilize the services and products of a separate
division of the Company. MCI has not pursued acquisition of licenses for a
national PCS network, has not entered into any service arrangements with the
Company and, as a result, MCI's role regarding the Limited Liability Company has
been limited to that of a passive financial investor.

The LCC Note and the Telcom Ventures Note (collectively, the "Exchangeable
Notes") are both due June 28, 2000 and bear interest at a rate equal to the
higher of 6.8% per annum, payable semiannually, or an amount which approximates
the return had they converted into a membership interest in the Limited
Liability Company from the date when the Exchangeable Notes were issued.
Immediately prior to the Merger, the Telcom Ventures Note will be assumed by the
Limited Liability Company (the "MCI Note Assumption"), and the $30 million
principal repayment obligation and interest thereon will become the sole
obligation of the Limited Liability Company and, following the Merger, the sole
obligation of the Company.

The Exchangeable Notes are exchangeable at certain specified times,
including during the 45 day period commencing on June 27, 1997 (MCI exchange
right), the 45 day period commencing on August 27, 1997 (Company exchange
right), and the same respective periods in 1998 and 1999, and including upon
certain extraordinary events, such as merger or sale of all assets of the
Company, tender offer for more than 25% of the Common Stock or distribution of
assets representing 5% or more of the total assets of the Company. Any exchange
of one note must include the exchange of the other note. The Company presently
intends to exercise its exchange option in August 1997 to cause the Exchangeable
Notes to be exchanged into 2,841,099 shares of Class A Common Stock (such
exchange is herein referred to as the "MCI Conversion"). The Company has granted
MCI registration rights which will be exercisable following the MCI Conversion.
See "Certain Transactions -- Registration Rights."

USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be
approximately $34.8 million, assuming a public offering price of $14.00 per
share (approximately $40.2 million if the Over-Allotment Option is exercised in
full), after deducting the estimated underwriting discount and estimated
transaction fees and expenses payable by the Company. The net proceeds of the
Offering will be used (i) to repay entirely the amount outstanding under the
Credit Facility (approximately $20 million), (ii) to advance $3.5 million to
Telcom Ventures to assist Telcom Ventures in paying certain taxes due in
connection with the MCI Note Assumption (the "Telcom Tax Advance"), and (iii)
for strategic financing or investments in customers and equipment vendors,
acquisitions of companies with complementary products and services, and working
capital and general corporate purposes.

The terms of the Credit Facility, which (following an amendment to the
Credit Facility) are expected to continue in place after the Offering and the
application of net proceeds therefrom, are described below in more detail under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity, Capital Resources and Other Financial Data."
The maximum amount that the Company may borrow under the Credit Facility is $20
million ($12.5 million as a revolving loan and $7.5 million as a term loan).
Interest under the Credit Facility accrues at the Company's election (subject to
certain restrictions and limitations contained in the Credit Agreement), at
either (i) a variable rate (the "Variable Rate") determined with reference to
the higher of (a) the Federal Funds Rate plus 0.5%, and (b) the announced prime
commercial lending rate of Chase, or (ii) a fixed rate (the "Fixed Rate") for a
designated period of time (1, 2, 3 or 6 months) determined with reference to the
rate at which U.S. dollar deposits are offered to leading banks in the London
interbank market. The actual rate at which interest

18
<PAGE> 21

accrues is determined by adding to the Variable Rate or to the Fixed Rate (as
applicable) an interest margin based upon the Company's cash flow leverage
ratio, as periodically determined. Such interest margin varies (i) from 0% to
0.25% with respect to Variable Rate revolving loans; (ii) from 1.00% to 1.75%
with respect to Fixed Rate revolving loans; (iii) from 0% to 0.50% with respect
to that portion of the term loan to which the Variable Rate applies; and (iv)
from 1.25% to 2.00% with respect to that portion of the term loan to which the
Fixed Rate applies. If not prepaid, (i) the term loan amortizes in 20 equal
quarterly installments over five years and (ii) the revolving loan commitment
expires on May 15, 1999. Subject to certain restrictions on the minimum
permitted amount of any prepayment and the requirement that certain notices of
prepayment be given to Chase, the principal of the revolving loans and the term
loan would be prepayable without penalty or premium, so long as the Lenders are
compensated for losses, costs and expenses attributable to any prepayment of any
loan accruing interest at the Fixed Rate on a date other than the last day of
the applicable interest period. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity, Capital Resources
and Other Financial Data -- Existing Indebtedness."

The Telcom Tax Advance will be repayable over five years, with equal
quarterly principal payments over the term of the loan. Interest will accrue at
the rate of LIBOR plus 1.75% and be payable quarterly. Such loan will be senior
indebtedness of Telcom Ventures. See "Certain Transactions -- Advances to and
from Telcom Ventures and Related Parties."

The Company periodically reviews acquisition and strategic investment
opportunities that are related to the Company's business and believes that it is
desirable to have funds on hand so as to be able to make acquisitions and
strategic investments promptly. As of the date of this Prospectus, the Company
has no specific agreements, understandings, commitments, or arrangements with
regard to any particular future acquisition or strategic investment, and no
assurances can be given that the Company will be able to consummate any
acquisitions or strategic investments or that, if consummated, such acquisitions
would be on terms that are favorable to the Company.

The Company's proposed use of proceeds is subject to changes in general,
economic and competitive conditions, timing and management discretion, each of
which may change the amount of proceeds expended for the purposes intended. The
proposed application of proceeds is also subject to changes in market conditions
and the Company's financial condition in general.

Pending such uses, the net proceeds will be invested in short-term
investment grade, interest bearing obligations. The Company will not receive any
proceeds from the sale of Class A Common Stock by the Selling Stockholder.

DIVIDEND POLICY

The Company does not anticipate paying dividends on the Common Stock, cash
or otherwise, in the foreseeable future. In addition, the Credit Facility
prohibits the payment of dividends by the Company without consent of the
Lenders. Future dividends, if any, will be at the discretion of the Board of
Directors and will depend upon, among other things, the Company's operations,
capital requirements and surplus, general financial condition, contractual
restrictions and such other factors as the Board of Directors may deem relevant.

19
<PAGE> 22

DILUTION

The pro forma net tangible book value of the Company on June 30, 1996
(determined as if the Merger and MCI Note Assumption but not the Offering had
occurred on June 30, 1996), was $(30.3) million, or a pro forma per share amount
of approximately $(2.66). Pro forma net tangible book value per share represents
the amount of total tangible assets less the amount of total liabilities divided
by the total number of pro forma shares of Common Stock outstanding. After
giving effect to the receipt of approximately $34.8 million of estimated net
proceeds of the sale by the Company of 2.75 million shares of Class A Common
Stock pursuant to the Offering and the Telcom Tax Advance of $3.5 million, the
pro forma net tangible book value of the Company at June 30, 1996 would have
been approximately $1.0 million or $.07 per share. This change represents an
immediate increase in pro forma net tangible book value of $2.73 per share to
the existing stockholders and an immediate dilution of $13.93 per share to new
investors purchasing shares of Class A Common Stock in the Offering. The
following table illustrates the substantial and immediate dilution to new
investors:

<TABLE>
<S> <C> <C>
Assumed Offering price per share................................... $14.00
Pro forma net tangible book value per share before Offering...... $(2.66)
Increase per share attributable to new investors(1).............. 2.73
------
Pro forma net tangible book value per share after Offering(1)...... 0.07
------
Dilution per share to new investors(2)(3).......................... $13.93
======
</TABLE>

- ---------------

(1) After deducting underwriting discounts, and estimated transaction fees and
expenses of $1.0 million, to be paid by the Company in connection with the
Offering.

(2) Dilution is determined by adding net tangible book value per share after the
Offering to the amount assumed paid by a new investor for a share of Class A
Common Stock.

(3) Assuming the Over-Allotment Option is exercised in full, pro forma net
tangible book value of the Company after the Offering would be $0.44 per
share and the immediate dilution to new investors would be $13.56 per share.

The following table summarizes the difference between existing stockholders
(determined as if the Merger had occurred on June 30, 1996) and new investors
with respect to the number of shares of Common Stock purchased from the Company,
the total consideration paid to the Company by the purchasers of shares of Class
A Common Stock in the Offering and by the existing stockholders, and the average
price paid per share on an as-adjusted basis.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------------ ------------------------- AVERAGE PRICE
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE
<S> <C> <C> <C> <C> <C>
New Investors..................... 2,750,000 19.5% $38,500,000 78.7% $ 14.00
Existing Stockholders(1).......... 11,364,395 80.5 10,423,000 21.3 0.92
---------- ----- ----------- -----
Total................... 14,114,395(2) 100.0% $48,923,000 100.0%
========== ===== =========== =====
</TABLE>

- ---------------

(1) The existing stockholders are RF Investors, the Founder Corporation and TC
Group. See "Principal and Selling Stockholders." Other than 10 shares of
Class A Common Stock purchased in connection with the formation of LCC
International, the Common Stock reflected in this table as being owned by
the existing stockholders will be issued to them in the Merger. See "The
Merger." The above table does not include the shares issuable upon the MCI
Conversion. See "The MCI Notes, MCI Note Assumption, MCI Conversion."

(2) Does not include 412,500 shares of Class A Common Stock issuable upon
exercise of the Over-Allotment Option that the Underwriters have the option
to purchase from the Company to cover over-allotments, if any, or 4,044,000
shares of Class A Common Stock and Class B Common Stock reserved or to be
reserved for issuance under the Company's stock option or stock purchase
plans or for options granted to the Carlyle Option Designees. See
"Underwriting" and "Management -- Stock Plans."

20
<PAGE> 23

CAPITALIZATION

The following table sets forth at June 30, 1996 (i) the combined
capitalization of LCC International and the Limited Liability Company and (ii)
the pro forma combined capitalization of the Company as adjusted for the Merger,
the MCI Note Assumption and the Offering, including the application of $20
million of the estimated net proceeds of the Offering to pay off amounts
outstanding under the Credit Facility. See "Use of Proceeds." This table should
be read in conjunction with the Consolidated Financial Statements and related
notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
----------------------------------------
ACTUAL(1) ADJUSTMENTS PRO FORMA
(IN THOUSANDS)
<S> <C> <C> <C>
Short-term debt, including current installments of long-term
debt(2)................................................... $20,000 $ (20,000)(3) $ --
======= ======== =======
Long-term debt:
Convertible Subordinated Debt............................. $20,000 $ 30,000(4) $ 50,000
------- -------- -------
Total long-term debt.............................. 20,000 30,000 50,000
------- -------- -------
Limited Liability Company equity............................ (2,134) 2,134(5) --
------- -------- -------
Stockholders' equity:
Class A Common Stock, $0.01 par value:
70,000,000 shares authorized; -0- and 5,028,411 shares
issued and outstanding, respectively................... -- 50(6) 50
Class B Common Stock, $0.01 par value:
20,000,000 shares authorized; -0- and 9,085,984 shares
issued and outstanding, respectively................... -- 91(6) 91
Preferred Stock:
10,000,000 shares authorized; -0- shares issued and
outstanding............................................ -- --
Paid-in capital........................................... -- 1,164(6) 1,164
Retained earnings......................................... -- 4,206(7) 4,206
------- -------- -------
Total stockholders' equity................................ -- 5,511 5,511
------- -------- -------
Total capitalization........................................ $17,866 $ 37,645 $ 55,511
======= ======== =======
</TABLE>

- ---------------

(1) Combined capitalization of LCC International and the Limited Liability
Company as of June 30, 1996.

(2) Represents amounts outstanding under the Credit Facility. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity, Capital Resources and Other Financial
Data -- Existing Indebtedness."

(3) Reflects the application of $20 million of the estimated net proceeds of the
Offering to pay off amounts outstanding under the Credit Facility.

(4) Reflects MCI Note Assumption.

(5) Reflects elimination of Limited Liability Company equity upon the Merger and
conversion to Subchapter C corporation.

(6) Represents allocation of estimated proceeds from the Offering of $34.805
million, the Merger, the MCI Note Assumption, and the Telcom Tax Advance of
$3.5 million.

(7) Includes non-recurring payment of compensation expense of $0.9 million (net
of applicable taxes) resulting from the dividend to Telcom Ventures of the
note receivable from Telcom Ventures held by the Company. See "Managements'
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity, Capital Resources and Other Financial Data -- Cash
Flows." Also includes a non-recurring deferred tax benefit from conversion
from a limited liability company to a Subchapter C corporation for income
tax purposes, estimated to be approximately $6.9 million, and Limited
Liability Company equity of $(2.134) million.

21
<PAGE> 24

SELECTED CONSOLIDATED FINANCIAL DATA

Set forth below are (i) selected consolidated financial data as of and for
the five years ended December 31, 1991 through 1995, which data have been
derived from the Company's Consolidated Financial Statements that have been
audited by KPMG Peat Marwick LLP, (ii) selected financial data for the six
months ended June 30, 1995 and 1996, which data have been derived from the
Company's unaudited financial statements, and (iii) selected pro forma
consolidated summary of operations data for the year ended December 31, 1995 and
the six months ended June 30, 1996, and selected pro forma consolidated balance
sheet data as of June 30, 1996, which data give effect to the Merger, the MCI
Note Assumption and the Offering (including the application of $20 million of
the estimated net proceeds of the Offering to pay entirely the amount
outstanding under the Credit Facility and the Telcom Tax Advance) as if each had
occurred as of the beginning of the respective pro forma periods. In the opinion
of the Company, the unaudited data for the six month periods include all
adjustments necessary for a fair presentation of such information. Operating
results for the six months ended June 30, 1996 are not necessarily indicative of
the results that may be achieved for any interim periods during the year ending
December 31, 1996 or any future periods. The selected consolidated financial
data set forth below should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
Consolidated Financial Statements and related notes thereto included elsewhere
in this Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------------------------------------------------- --------------------------------------
1991 1992 1993 1994 1995 1995 1995 1996 1996
PRO FORMA(1)(2)(3) PRO FORMA(1)(2)(3)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED
STATEMENTS OF
OPERATIONS
DATA:
Revenues:
Service
revenues..... $25,872 $31,053 $30,712 $41,063 $ 64,016 $ 64,016 $29,249 $39,281 $ 39,281
Product
revenues..... 14,435 23,279 29,595 34,992 40,445 40,445 17,311 21,083 21,083
------- ------- ------- ------- ------- ------- ------- ------- -------
Total
revenues... 40,307 54,332 60,307 76,055 104,461 104,461 46,560 60,364 60,364
------- ------- ------- ------- ------- ------- ------- ------- -------
Cost of revenues:
Cost of service
revenues..... 20,466.. 21,352 21,087 29,185 45,682 45,682 21,431 26,103 26,103
Cost of product
revenues..... 9,046 10,565 16,026 21,299 25,455 25,455 11,550 14,719 14,719
------- ------- ------- ------- ------- ------- ------- ------- -------
Total cost of
revenues... 29,512 31,917 37,113 50,484 71,137 71,137 32,981 40,822 40,822
------- ------- ------- ------- ------- ------- ------- ------- -------
Gross profit..... 10,795 22,415 23,194 25,571 33,324 33,324 13,579 19,542 19,542
------- ------- ------- ------- ------- ------- ------- ------- -------
Operating
expenses:
Sales and
marketing.... 776 2,372 4,146 4,987 5,823 5,823 2,934 3,041 3,041
General and
administrative... 5,156 5,013 5,799 8,802 10,108 10,108 4,977 5,965 5,965
Non-cash
compensation... -- -- -- 3,255 4,646 4,646 2,372 3,599 3,599
Depreciation
and
amortization... 1,511 1,706 1,838 2,020 3,699 3,699 1,351 2,522 2,522
------- ------- ------- ------- ------- ------- ------- ------- -------
Total
operating
expenses... 7,443 9,091 11,783 19,064 24,276 24,276 11,634 15,127 15,127
------- ------- ------- ------- ------- ------- ------- ------- -------
Operating
income......... 3,352 13,324 11,411 6,507 9,048 9,048 1,945 4,415 4,415
------- ------- ------- ------- ------- ------- ------- ------- -------
Other income
(expense):
Interest,
net.......... 614 184 146 (221) (2,193) (3,269) (640) (1,295) (1,382)
Other.......... 231 625 (231) 721 1,027 1,027 195 1,670 1,670
------- ------- ------- ------- ------- ------- ------- ------- -------
Total other
income
(expense).. 845 809 (85) 500 (1,166) 2,242 (445) 375 288
------- ------- ------- ------- ------- ------- ------- ------- -------
Income before
income taxes... 4,197 14,133 11,326 7,007 7,882 6,806 1,500 4,790 4,703
Provision for
income taxes... 337 528 829 2,037 3,142 2,722 758 1,769 1,881
------- ------- ------- ------- ------- ------- ------- ------- -------
Net income....... $ 3,860 $13,605 $10,497 $ 4,970 $ 4,740 $ 4,084 $ 742 $ 3,021 $ 2,822
======= ======= ======= ======= ======= ======= ======= ======= =======
PRO FORMA DATA:
Pro forma net
income......... $ 4,729(5) $ 4,084 $ 2,874(5) $ 2,822
======= ======= ======= =======
Pro forma net
income per
share.......... $ 0.36(5) $ 0.34 $ 0.21(5) $ 0.21
======= ======= ======= =======
OTHER DATA:
EBITDA(4)........ $ 4,863 $15,030 $13,249 $ 8,527 $ 12,747 $ 3,296 $ 6,937
Capital
Expenditures... 2,455 1,625 1,882 2,403 4,222 2,382 1,437
</TABLE>

22
<PAGE> 25

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, AT JUNE 30,
----------------------------------------------- ----------------------
1991 1992 1993 1994 1995 1996 1996
(IN THOUSANDS) PRO FORMA(1)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash................................................... $ 4,317 $ 9,369 $ 9,170 $18,469 $ 6,571 $ 5,431 $ 16,660
Working capital........................................ 7,674 5,020 4,682 31,503 17,649 6,947 40,892
Property, plant, and equipment, net.................... 3,949 3,861 3,905 4,019 5,440 5,340 5,340
Licenses and other intangibles, net.................... 0 0 0 1,797 3,745 4,486 4,486
Total assets........................................... 19,717 21,211 55,417 58,586 62,041 80,681 98,810
Total debt............................................. 302 43 30,442 20,000 30,000 40,000 50,000
Equity (deficit)....................................... 9,857 9,431 12,270 13,938 (244) (2,134) 5,511(6)
</TABLE>

- ---------------

(1) Adjusted to reflect the pro forma effects, as applicable, of the Offering
(including the application of estimated net proceeds of the Offering to
repay amounts outstanding under the Credit Facility and related interest
expense), the Telcom Tax Advance of $3.5 million, the MCI Note Assumption
and related interest expense, and the Merger (assuming such offering,
advance, assumption and merger occurred on January 1, 1995, except for
consolidated balance sheet data, which assumes such transactions occurred on
June 30, 1996).

(2) In connection with the Offering and the Merger, the Company will be
converting to a Subchapter C corporation under the Code. Prior to
conversion, the Company has been a limited liability company for Federal and
certain state income tax purposes. As such, income of the Company was
taxable to the individual members rather than to the Company. Accordingly,
the provision for income taxes for the years ended December 31, 1991 to
1995, and the six months ended June 30, 1995 and 1996 represents state
income taxes on earned income in those states that do not recognize the
flow-through nature of the limited liability company and foreign taxes. Pro
forma net income is net of a provision for income taxes as if the Company
were a Subchapter C corporation at an assumed effective income tax rate of
approximately 40%. The amount of the pro forma provision for income taxes is
$2,722,000 and $1,881,000 for the year ended December 31, 1995 and the six
months ended June 30, 1996, respectively.

(3) Pro forma net income per share has been computed by dividing pro forma net
income by the pro forma weighted average number of common shares and common
share equivalents outstanding. The amount of the weighted average shares
used in the computation of pro forma net income per share is 18.25 million.

(4) EBITDA represents earnings before interest income, interest expense, other
income, income taxes, depreciation and amortization. EBITDA is commonly used
in the telecommunications industry to analyze companies on the basis of
operating performance, leverage and liquidity. EBITDA is not intended to
represent cash flows for periods, nor has it been presented as an
alternative to operating income or as an indicator of operating performance
and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles. See the Company's Consolidated Statements of Cash Flows in the
Company's Consolidated Financial Statements contained elsewhere in this
Prospectus.

(5) Pro forma net income has been adjusted to reflect the pro forma effects of
the conversion of the Company to a Subchapter C corporation (see (2) above).
The amount of the pro forma provision for income taxes is $3,153,000 and
$1,275,000 for the year ended December 31, 1995 and the six months ended
June 30, 1996, respectively. Weighted average shares used in the computation
of pro forma net income per share is 15.5 million.

(6) Includes non-recurring payment of compensation expense of $0.9 million (net
of applicable taxes) from the dividend to Telcom Ventures of the note
receivable from Telcom Ventures held by the Company. See "Managements'
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity, Capital Resources and other Financial Data -- Cash Flows." Also
includes a non-recurring deferred tax benefit from conversion from a limited
liability company to a Subchapter C corporation for income tax purposes,
estimated to be approximately $6.9 million, the MCI Note Assumption, the
Offering and the Telcom Tax Advance of $3.5 million.

23
<PAGE> 26

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

OVERVIEW

The Company's revenues are generated through contracts for RF engineering
and program management services, licenses of the Company's software products and
sales of the Company's field measurement and analysis products. LCC provides
engineering services on a contract basis, usually in a customized plan for each
client. The Company generally charges for engineering services on a time and
materials basis, although Phase 1 services or other projects of short duration
may involve a fixed price or success fee. The Company generally provides program
management services on a time and materials basis; such contracts often have
ceilings on cost per cell site. The Company's revenues also include
reimbursement for expenses, including the living expenses of engineers on
customer sites (approximately 15% of revenues from RF engineering services for
1995). The software tools used by LCC's engineers, which are used as part of the
customer's system after completion of the project pursuant to a license, are
recorded as product, not service revenues. Revenues from software tools are
earned under license arrangements, which in the U.S. often consist of an annual
fee per workstation or per cell site and which are for a fixed term that
requires renewal by the customer to retain the software. The Company charges an
up-front fee in many cases outside the U.S. where customers are not accustomed
to paying annual licensing fees for software. A portion of the revenues from
licensing software to customers, apart from those associated with engineering
services contracts, consists of upgrades or additional software modules
developed by the Company following the initial licensing. Revenues from field
measurement and analysis equipment consist primarily of one-time payments,
although there are some periodic rental payments and there may be additional
charges for equipment maintenance and upgrades.

Service revenue consists of revenues from engineering services
(approximately 56.3% of 1995 revenues) and program management services
(approximately 5.0% of 1995 revenues), which the Company commenced providing in
1995. Product revenue consists of revenue from software tools (approximately
18.5% of 1995 revenues) and revenue from field measurement and analysis products
(approximately 20.2% of 1995 revenues). The Company derives a significant
proportion of its revenues from its international customers (approximately 39%
in 1995). Since almost all of the Company's contracts are denominated in U.S.
dollars, the Company generally does not maintain currency hedge agreements.

Cost of revenues consists of costs associated with engineering design
services and program management services as well as costs associated with the
production and design of field measurement and analysis equipment, licensing of
software and related maintenance costs. Sales and marketing expenses consist of
salaries, sales commissions, travel and other expenses required to implement the
Company's marketing, sales and customer support plans. General and
administrative expenses consist of the compensation, finance, information
systems, professional services, office and occupancy costs required to manage
the Company's business. Non-cash compensation consists of awards under a program
for key executives adopted in 1994. Such plan is accounted for as a variable
plan and, therefore, to the extent that the deemed fair market value of the
Company increases, compensation expense will increase accordingly. It is
anticipated that, in connection with the Offering, the Company will grant
options to replace the awards granted under this plan. It is expected that such
options will be granted with exercise prices substantially below the initial
public offering price. See "Management -- Stock Plans."

The key drivers of LCC's growth have historically been (i) the issuances of
new or additional wireless telecommunications licenses by governmental
authorities to wireless operators, (ii) increases in the number of cell sites
operated and the number of subscribers served by wireless network operators,
(iii) the introduction of new services or technologies, (iv) the increasing
complexity of the systems deployed by wireless network operations and (v) the
expansion and optimization of existing systems by wireless network operators. To
keep

24
<PAGE> 27

pace with the subscriber growth currently anticipated by most industry analysts,
LCC expects that there will continue to be significant investment by network
system operators over the next few years in design services, software tools and
field measurement and analysis equipment. The Company expects that as system
build-out is completed and areas (particularly in the U.S.) begin to have
multiple network operators, the demand for RF engineering services will change.
See "Business -- The LCC Strategy Offer and Develop New Types of Services and
Products -- Phase 4 System Efficiency Services and Products." From 1991 to 1995,
the average operating gross margins of the Company were approximately 34.4% of
total revenue and the compound annual growth rate of its operating gross profit
was approximately 34.0%. Gross profits as a percent of total revenues generally
declined from 1993 through December 31, 1995 due to the factors described below.
There can be no assurance as to the effect of market changes impacting the
Company. See "Risk Factors -- Changes Adversely Impacting Demand for the
Company's Products and Services" and "-- Risks From Competition."

RESULTS OF OPERATIONS

The following table sets forth certain items as a percentage of revenue
from the Company's audited consolidated statements of operations for the years
ended December 31, 1993, 1994, and 1995 and the unaudited statements for the six
months ended June 30, 1995 and 1996.

<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
------------------------- ---------------
1993 1994 1995 1995 1996
<S> <C> <C> <C> <C> <C>
Revenues:
Service revenues.................................. 50.9% 54.0% 61.3% 62.8% 65.1%
Product revenues.................................. 49.1 46.0 38.7 37.2 34.9
----- ----- ----- ----- -----
Total revenues............................ 100.0 100.0 100.0 100.0 100.0
Cost of revenues.................................... 61.5 66.4 68.1 70.8 67.6
----- ----- ----- ----- -----
Gross profit........................................ 38.5 33.6 31.9 29.2 32.4
----- ----- ----- ----- -----
Operating expenses:
Sales and marketing............................... 6.9 6.6 5.6 6.3 5.0
General and administrative........................ 9.6 11.6 9.7 10.7 9.9
Non-cash compensation............................. 0.0 4.3 4.4 5.1 6.0
Depreciation and amortization..................... 3.1 2.6 3.5 2.9 4.2
----- ----- ----- ----- -----
Total operating expenses.................. 19.6 25.1 23.2 25.0 25.1
----- ----- ----- ----- -----
Operating income:................................... 18.9 8.5 8.7 4.2 7.3
----- ----- ----- ----- -----
Other income (expense):
Interest income................................... 0.4 0.7 0.6 0.8 0.5
Interest expense.................................. (0.1) (0.9) (2.7) (2.2) (2.7)
Other............................................. (0.4) 0.9 0.9 0.4 2.8
----- ----- ----- ----- -----
Total other income (expense).............. (0.1) 0.7 (1.2) (1.0) 0.6
----- ----- ----- ----- -----
Income before income taxes.......................... 18.8 9.2 7.5 3.2 7.9
Provision for income taxes.......................... 1.4 2.7 3.0 1.6 2.9
----- ----- ----- ----- -----
Net income.......................................... 17.4% 6.5% 4.5% 1.6% 5.0%
===== ===== ===== ===== =====
</TABLE>

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

Revenues. Revenues for the six months ended June 30, 1996 were
approximately $60.4 million compared to approximately $46.6 million for the six
months ended June 30, 1995, an increase of approximately $13.8 million or 29.6%.
Service revenues were approximately $39.3 million compared to approximately
$29.2 million for the comparable six months of the prior year, an increase of
approximately $10.1 million or 34.3%. The increase was due to new demand for
engineering design services from the PCS market and revenues generated by the
program management division, which commenced operations in 1995. Product
revenues for the six months ended June 30, 1996 were approximately $21.1 million
compared to approximately

25
<PAGE> 28

$17.3 million for the comparable six months of the prior year, an increase of
approximately $3.8 million or 21.8%. The increase was due primarily to growth in
hardware sales, which increased approximately $2.3 million or 25.7% between
years.

Cost of Revenues and Gross Profit. Cost of revenues was approximately $40.8
million for the six months ended June 30, 1996 compared to approximately $33.0
million for the six months ended June 30, 1995, an increase of approximately
$7.8 million or 23.8%. As a percentage of total revenues, cost of revenues was
67.6% and 70.8% for the six months ended June 30, 1996 and the six months ended
June 30, 1995, respectively. Gross profit was approximately $19.5 million for
the first six months of 1996 compared to approximately $13.6 million for the
comparable period of the prior year, an increase of approximately $5.9 million
or 43.9%. As a percentage of total revenues, gross profit was 32.4% and 29.2%
for the six months ended June 30, 1996 and 1995, respectively. The approximately
$5.9 million increase in gross profit largely resulted from corresponding
revenue growth. The increase in cost of revenues was due, in part, to the
Company's build-up of engineering and related staff to serve the PCS market,
particularly in the program management division.

Sales and Marketing. Sales and marketing expenses were approximately $3.0
million for the six months ended June 30, 1996 compared to approximately $2.9
million for the six months ended June 30, 1995, an increase of approximately
$0.1 million or 3.6%. As a percentage of total revenues, sales and marketing
expenses decreased to 5.0% for the first six months of 1996 compared to 6.3% for
the comparable period of 1995 primarily as a result of a reduction in labor
costs.

General and Administrative. General and administrative expenses were
approximately $6.0 million for for the first six months of 1996 compared to $5.0
million for the first six months of 1995, an increase of approximately $1.0
million or 19.9%. The increase was primarily the result of an increase in the
allowance for doubtful accounts due to increasing revenues. As a percentage of
total revenues, general and administrative expenses were 9.9% and 10.7% for the
six months ended June 30, 1996 and 1995, respectively, as the increase in
revenues outpaced growth in general and administrative expenses.

Non-Cash Compensation. Non-cash compensation increased to approximately
$3.6 million for the six months ended June 30, 1996, from approximately $2.4
million for the six months ended June 30, 1995, an increase of approximately
$1.2 million or 51.7%. The increase is the result of the vesting of certain
portions of the award of non-cash compensation under the LLC Membership Plan and
an increase in the deemed fair market value of the Company.

Net Income. Net income was approximately $3.0 million for the six months
ended June 30, 1996 compared to approximately $0.7 million for the six months
ended June 30, 1995, an increase of approximately $2.3 million or 307.1%. The
increase was the result of an increase in gross profit from corresponding
revenue growth, and an increase in other income due to the sale of the Company's
50% interest in Telemate, S.A. for approximately $3.8 million offset by an
increase in general and administrative expenses, non-cash compensation,
depreciation and amortization expenses, interest expense and income taxes.
Depreciation and amortization expense increased approximately $1.2 million the
first six months of 1996 to approximately $2.5 million as a result of the
increased amount of amortization of capitalized software development costs.
Interest expense increased approximately $0.6 million for the first six months
of 1996 to approximately $1.6 million primarily as a result of borrowings under
a Note Purchase Agreement dated as of May 30, 1995 between Nomura Holding
America, Inc. ("Nomura") and the Company (the "Nomura Facility") and costs
associated with the purchase of the Nomura Facility by Chase. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity, Capital Resources and Other Financial Data -- Existing
Indebtedness." Income taxes increased approximately $1.0 million, or 133.4%, to
approximately $1.8 million for the six months ended June 30, 1996 primarily as a
result of revenue growth.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Revenues. Revenues for 1995 were approximately $104.5 million versus
approximately $76.1 million for 1994, an increase of approximately $28.4 million
or 37.3%. Service revenues were approximately $64.0 million in 1995 versus
approximately $41.1 million in 1994, an increase of approximately $22.9 million
or 55.9%. The increase in service revenues was primarily due to new business in
the PCS market combined with an increase

26
<PAGE> 29

in revenues from domestic cellular and ESMR operators. Further, the program
management division commenced operations in 1995 and had revenues of
approximately $5.2 million. Product revenues were approximately $40.5 million
for 1995 compared to approximately $35.0 million for 1994, an increase of
approximately $5.5 million or 15.6%. An increase in software licensing revenue
was offset by a slight decline in field measurement and analysis product sales.
The increase in software licensing revenue was largely due to increased
international revenues. The Company experienced a stagnant demand for its field
measurement and analysis products during 1994 (reflected in revenues from field
measurement and analysis products for 1995) when it devoted its resources to
enhancing its own field measurement and analysis product development
capabilities rather than developing new products.

Cost of Revenues and Gross Profit. Cost of revenues increased to
approximately $71.1 million for 1995 compared to approximately $50.5 million for
1994, an increase of approximately $20.6 million or 40.9%. As a percentage of
total revenues, cost of revenues was approximately 68.1% and approximately 66.4%
for 1995 and 1994, respectively. Gross profit was approximately $33.3 million
for 1995 from approximately $25.6 million for 1994, an increase of approximately
$7.7 million or 30.3%. As a percentage of total revenues, gross profit was
approximately 31.9% and 33.6% for 1995 and 1994, respectively. The approximately
$7.7 million increase in gross profit largely resulted from corresponding
revenue growth. The increase in costs of revenues and the decline in gross
profit as a percentage of total revenues were due, in part, to the Company's
build-up of staff to serve the PCS business which was followed by the slower
than anticipated development of that business, competitive pressures with
respect to field measurement and analysis products and software tools, and costs
associated with the start-up of the program management division.

Sales and Marketing. Sales and marketing expenses were approximately $5.8
million for 1995 compared to approximately $5.0 million for 1994, an increase of
approximately $0.8 million, or 16.8%. The increase was primarily attributable to
growth in the Company's marketing personnel to support the increase in revenues.
As a percentage of total revenues, sales and marketing expenses decreased to
approximately 5.6% for 1995 compared to 6.6% for 1994, as a result of a greater
rate of increase in revenues relative to the growth in sales and marketing
expenses.

General and Administrative. General and administrative expenses were
approximately $10.1 million for 1995 compared to approximately $8.8 million for
1994, an increase of approximately $1.3 million or 14.8%. The increase was
primarily the result of increases in the Company's administrative personnel to
support growth. As a percentage of total revenues, general and administrative
expenses were approximately 9.7% and approximately 11.6% for 1995 and 1994,
respectively, due to the fixed nature of certain overhead costs.

Non-Cash Compensation. Non-cash compensation increased to approximately
$4.6 million for 1995 from approximately $3.3 million for 1994, an increase of
approximately $1.3 million or 42.7%. The increase was the result of an increase
in the vesting of the awards under the LLC Membership Plan and an increase in
the deemed fair market value of the Company.

Net Income. Net income was approximately $4.7 million for 1995 compared to
approximately $5.0 million for 1994, a decrease of approximately $0.3 million or
4.6%. As a percent of total revenues, net income decreased to approximately 4.5%
for 1995 from approximately 6.5% for 1994. The decrease in net income of $0.3
million was the result of an increases in operating expenses, interest expense,
and the provision for income taxes. Depreciation and amortization expense
increased as a result of the capitalization and amortization of external costs
incurred by the Company in connection with the upgrade of its financial
information systems. Interest expense increased approximately $2.1 million or
293.0% for 1995 as a result of additional borrowings under the Nomura Facility
which was used to dividend and loan funds to Telcom Ventures. Income taxes
increased approximately $1.1 million or 54.2% for 1995 as a result of an
increase in the absolute amount of international revenues.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993

Revenues. Revenues for 1994 were approximately $76.1 million compared to
approximately $60.3 million for 1993, an increase of approximately $15.8 million
or 26.1%. Service revenues were approximately $41.1 million for 1994 versus
approximately $30.7 million for 1993, an increase of approximately $10.4 million

27
<PAGE> 30

or 33.7%. Engineering design services accounted for the entire increase as the
program management services did not commence until 1995. The increase in
engineering design services revenues was primarily due to significantly
increased revenues from domestic cellular and ESMR operators. International
engineering design service revenues grew at a slower rate in 1994 due to the
completion of several major European projects, which were offset by a broadening
of the Company's international client base. Product revenues were approximately
$35.0 million for 1994 versus approximately $29.6 million for 1993, an increase
of approximately $5.4 million or 18.2%. An increase in field measurement and
analysis product sales was offset by a decline in software licensing revenue.
The increase in field measurement and analysis product sales was primarily due
to increases in European sales and sales to ESMR operators. In addition, sales
to domestic cellular operators and to systems operators in Asia and South
America increased. The decline in software licensing revenues was a result of
increased customer requirements for UNIX-based products at a time when the
Company's UNIX-based products were still being developed, as well as increased
competition in software products.

Cost of Revenues and Gross Profit. Cost of revenues was approximately $50.5
million for 1994 compared to $37.1 million for 1993, an increase of
approximately $13.4 million or 36.0%. As a percentage of total revenues, cost of
revenues was approximately 66.4% and approximately 61.5% for 1994 and 1993,
respectively. Gross profit was approximately $25.6 million for 1994 compared to
$23.2 million for 1993, an increase of approximately $2.4 million or 10.2%. As a
percentage of total revenues, gross profit was approximately 33.6% for 1994
compared to approximately 38.5% for 1993. The approximately $2.4 million
increase in gross profit resulted primarily from corresponding revenue growth.
The increase in the cost of revenues and the decline in gross profit as a
percentage of total revenues were due, in part, to an investment in training and
process development for PCS capabilities by the engineering design services
division and increased cost of software products relative to licensing revenues
as a result of technical issues associated with the development of UNIX-based
products.

Sales and Marketing. Sales and marketing expenses were approximately $5.0
million for 1994 compared to approximately $4.1 million for 1993, an increase of
approximately $0.9 million or 20.3%. As a percentage of total revenues, sales
and marketing expenses declined slightly to approximately 6.6% for 1994 as
compared to approximately 6.9% for 1993. The increase of approximately $0.9
million was primarily due to an increase in commissions paid to agents.

General and Administrative. General and administrative expenses were
approximately $8.8 million for 1994 compared to approximately $5.8 million for
1993, an increase of approximately $3.0 million or 51.8%. As a percentage of
total revenues, general and administrative expenses increased to approximately
11.6% for 1994 from approximately 9.6% for 1993. The increase was primarily due
to an increase in administrative labor costs as a result of revenue growth.

Non-Cash Compensation. During 1994 the Company established the LLC
Membership Plan for certain of the Company's key executives whose
responsibilities and decisions affect the long-term growth and profitability of
the Company. Expense is recognized over the vesting period of the award and is
based on a percentage of the deemed fair market value of the Company. Non-cash
compensation under the LLC Membership Plan was approximately $3.3 million for
1994.

Net Income. Net income was approximately $5.0 million for 1994 compared to
approximately $10.5 million for 1993, a decrease of approximately $5.5 million
or 52.7%. As a percent of total revenues, net income declined to approximately
6.5% for 1994 from approximately 17.4% for 1993. The decrease in net income was
primarily due to an increase in general and administrative expenses,
establishment of the LLC Membership Plan and an increase in income taxes of
approximately $1.2 million or 145.7%. The increase in income taxes was due to an
increased amount of foreign income taxes as a result of an expanding
international presence.

28
<PAGE> 31

LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA

Additions to property and equipment were approximately $4.2 million for
1995, compared to approximately $2.4 million for 1994 and approximately $1.9
million for 1993. Approximately $1.0 million of the $1.8 million increase from
1994 to 1995 related to an upgrade of the Company's financial information
systems software. The remainder of the increase from 1994 to 1995 and the
approximately $0.5 million increase from 1993 to 1994 represented ongoing
additions to office furniture and computer equipment, largely in support of the
Company's expanding revenue base. Software development costs are primarily wages
and contractor fees which are capitalized after establishing the commercial and
technological feasibility of the product.

<TABLE>
<CAPTION>
1993 1994 1995
(IN MILLIONS)
<S> <C> <C> <C>
Additions to property and equipment............................. $1.9 $2.4 $4.2
Investments in joint ventures................................... -- 0.2 0.4
Software development costs...................................... -- 1.9 2.9
---- ---- ----
Total................................................. $1.9 $4.5 $7.5
==== ==== ====
</TABLE>

CASH FLOWS

The Company has generally maintained a positive cash flow and has generally
funded its operating requirements with cash generated from operations. Cash and
cash equivalents were approximately $5.4 million at June 30, 1996, a decrease of
approximately $1.1 million or 17.3% from December 31, 1995. The decrease is due
primarily to changes in operating assets and liabilities. No dividends were paid
during the six months ended June 30, 1996. Dividends paid during the six months
ended June 30, 1995 were $9.5 million. During the six months ended June 30,
1996, the Company advanced approximately $4.8 million to its parent, Telcom
Ventures, under a revolving promissory note. Total advances of $14.1 million at
June 30, 1996 are reflected as a reduction of members' capital in the statement
of members' capital in the accompanying unaudited Consolidated Financial
Statements.

Net cash generated from operations was approximately $4.8 million in 1995
and approximately $8.0 million in 1994. Net cash used in operations was
approximately $4.2 million in 1993. Dividends paid were approximately $9.5
million in 1995, approximately $9.3 million in 1994 and approximately $7.7
million in 1993. In addition, during 1995 the Company loaned approximately $9.4
million to Telcom Ventures under a revolving promissory note, classified as a
reduction of members' capital in the statement of members' capital in the
accompanying Consolidated Financial Statements.

Cash and cash equivalents were $6.6 million at December 31, 1995, a
decrease of approximately $11.9 million or 64.4% from 1994. The decrease was due
primarily to the $9.4 million loan to Telcom Ventures, additional purchases of
equipment and increased software development costs. Cash and cash equivalents
were approximately $18.5 million at December 31, 1994, an increase of
approximately $9.3 million or 101.4% from December 31, 1993. The increase was
primarily due to proceeds from the issuance of convertible subordinated debt in
June 1994 (see Note 11 to the Consolidated Financial Statements).

Working capital (excluding cash and cash equivalents and current portion of
note payable) was approximately $21.5 million at June 30, 1996 versus $21.1
million at December 31, 1995, an increase of approximately $0.4 million or 2.0%.
The increase is primarily the result of an increase in unbilled and trade
accounts receivables offset by an increase in accounts payable and accrued
expenses.

Working capital (excluding cash and cash equivalents) was $21.1 million at
December 31, 1995 versus approximately $13.0 million at December 31, 1994, an
increase of approximately $8.1 million or 61.7%. The increase was primarily due
to an increase in trade receivables as a result of higher overall sales
activity, higher export sales and a generally slower collection of receivables.

Working capital (excluding cash and cash equivalents and current portion of
note payable) was approximately $13.0 million at December 31, 1994 versus
approximately $26.0 million at December 31, 1993,

29
<PAGE> 32

a decrease of approximately $13.0 million or 49.8%. The decrease was primarily
the result of the transfer to Telcom Ventures of certain investments during the
formation of the Limited Liability Company in 1994.

CAPITAL RAISED TO DATE

The Limited Liability Company was capitalized in January 1994 with a
contribution of $16.7 million from Telcom Ventures in exchange for a 99%
interest in the Limited Liability Company. Telcom Ventures' capital contribution
consisted of approximately $6.4 million in the form of assets, net of
liabilities assumed, formerly employed by the Founder Corporation and affiliates
in the Company's business, which were transferred to the Limited Liability
Company at their respective carrying values, and approximately $10.3 million in
cash received by Telcom Ventures from the Carlyle Investors. The Founder
Corporation and TC Group (on behalf of the Carlyle Investors) received 0.75% and
0.25% interests in the Limited Liability Company.

The Company has raised capital on several occasions since the beginning of
1994, but on most occasions has used such capital to make distributions to the
Limited Liability Company's owner, Telcom Ventures, for use by Telcom Ventures
in its investment activities, which consist of investments in wireless license
holders in Asia and Latin America. Such distributions have included (i) a
dividend of the proceeds of and the guarantee by the Company of the Telcom
Ventures Note (see below); (ii) the loan to Telcom Ventures of approximately
$9.4 million of the proceeds of the issuance of $10 million of Variable Rate
Guaranteed Senior Secured Notes to Nomura in June 1995; and (iii) advances to
Telcom Ventures of approximately $3.1 million in January 1996 of certain
proceeds from the sale of the Company's interest in Telemate, S.A. In March
1996, the Company borrowed $10 million from Chase to fund two investments in
customers, aggregating $11.5 million, as part of arrangements involving
contracts aggregating $115 million in orders for services and products over the
next five years. See Note 19 to the Consolidated Financial Statements.

EXISTING INDEBTEDNESS

In June 1994, the Company and Telcom Ventures sold $20 million and $30
million, respectively, of notes to MCI, which notes are exchangeable, at certain
times, consisting of 45 day periods commencing in June and August of 1997, 1998
and 1999, into 2,841,099 shares of Class A Common Stock. The Company distributed
the proceeds of its loan to Telcom Ventures, for use by Telcom Ventures in its
investment activities, as discussed in more detail above. The $30 million owed
by Telcom Ventures, which has been guaranteed by the Company, will be assumed by
the Company immediately prior to the Merger. The Company presently intends to
exercise its option in August 1997 to cause the Exchangeable Notes to be
exchanged into Class A Common Stock. The events of default under the
Exchangeable Notes (which would cause such notes to become due and payable)
include non-payment and bankruptcy. See "The MCI Notes, MCI Note Assumption, MCI
Conversion."

Effective May 30, 1995, the Company entered into the Nomura Facility under
which Nomura agreed to purchase from LLC up to $15 million of Variable Rate
Guaranteed Senior Secured Notes (the "Nomura Notes"), $10 million of which were
issued on June 5, 1995. The Nomura Notes were secured by substantially all the
assets of the Limited Liability Company and a pledge of all of Telcom Ventures'
membership interest in the Limited Liability Company. Chase purchased the Nomura
Notes in March 1996 and became the lender under these notes. Also in March 1996,
the Company borrowed an additional $10 million from Chase to fund two
investments in customers, aggregating $11.5 million, as part of arrangements
involving contracts aggregating $115 million in orders for services and products
over the next five years. See "Business -- The LCC Strategy -- Establish
Strategic Relationships with Carriers and Equipment Vendors."

In June 1996, the Limited Liability Company and its subsidiaries entered
into the Credit Facility with Chase, as Administrative Agent, and the Lenders,
which Credit Facility will be transferred to LCC International and amended and
restated to reflect the transactions contemplated by the Merger immediately
prior to the closing of the Offering. The Credit Facility includes (i) a
revolving loan and letter of credit facility in an aggregate principal amount
not to exceed the lesser of $12.5 million or 80% of the Limited Liability
Company's receivables which are deemed "eligible" as a basis for obtaining
credit, and (ii) a term loan in the

30
<PAGE> 33

principal amount of $7.5 million. The term loan will amortize in 20 equal
quarterly installments over five years. The revolving loan commitment will
expire on May 15, 1999. Subject to certain restrictions on the minimum permitted
amount of any prepayment and the requirement that certain notices of prepayment
be given to Chase, the principal of the revolving loans and the term loan are
prepayable without penalty or premium, so long as the Lenders are compensated
for losses, costs and expenses attributable to any prepayment of any loan
accruing interest at the Fixed Rate on a date other than the last day of the
applicable interest period. Interest under the Credit Facility accrues at the
Company's election (subject to certain restrictions and limitations contained in
the Credit Agreement), at either (i) the Variable Rate determined with reference
to the higher of (a) the Federal Funds Rate plus 0.5%, and (b) the announced
prime commercial lending rate of Chase, or (ii) the Fixed Rate for a designated
period of time (1, 2, 3 or 6 months) determined with reference to the rate at
which U.S. dollar deposits are offered to leading banks in the London interbank
market. The actual rate at which interest accrues is determined by adding to the
Variable Rate or to the Fixed Rate (as applicable) an interest margin based upon
the Company's cash flow leverage ratio, as periodically determined. Such
interest margin varies (i) from 0% to 0.25% with respect to Variable Rate
revolving loans; (ii) from 1.00% to 1.75% with respect to Fixed Rate revolving
loans; (iii) from 0% to 0.50% with respect to that portion of the term loan to
which the Variable Rate applies; and (iv) from 1.25% to 2.00% with respect to
that portion of the term loan to which the Fixed Rate applies. If not prepaid,
(i) the term loan amortizes in 20 equal quarterly installments over five years
and (ii) the revolving loan commitment expires on May 15, 1999.

The payment and performance of the obligations of the Company under the
Credit Facility are secured by substantially all of the assets of the Company,
including the stock of its subsidiaries. The Credit Facility requires that the
Company satisfy certain financial tests, including the maintenance of certain
leverage, debt service and other financial ratios, and that the Company meet
certain minimum quarterly operating cash flow requirements. The Credit Facility
also contains certain restrictive covenants which impose restrictions and/or
limitations on the operations and activities of the Company including, among
other things: the incurrence of indebtedness and the terms thereof, the creation
or incurrence of liens, investments and acquisitions, sales of assets,
declaration or payment of dividends on or other payments or distributions to
stockholders and capital expenditures. The Credit Facility provides for various
events of default, including interest or principal payments defaults, breach of
any condition or covenant that (in certain cases) continues unremedied for 30
days, materially adverse events, the rendering of one or more material judgments
against the Company or any subsidiary thereof which is not vacated, satisfied,
discharged, or stayed within 30 days, and certain events relating to the
bankruptcy or insolvency of the Company. The Credit Facility is guaranteed by
Telcom Ventures, provided that the guarantee of the Credit Facility will
terminate upon consummation of the Offering assuming that no event of default is
then existing thereunder. The Company intends to repay all amounts that will be
outstanding under the Credit Facility (approximately $20 million) with proceeds
of the Offering.

TAXES

Prior to the Merger, the Company has generally not been liable for U.S.
Federal and state income taxes. States that did not recognize the limited
liability company as a flow-through entity required the Limited Liability
Company to be taxed as if it were a corporation. Where this was the case, the
Company established a provision for these income taxes. The Company has been and
will continue to be subject, however, to taxation on income in certain countries
in North America, Latin America, Europe, the Middle East and the Far East, where
the Company has either established branch offices or has performed significant
services which constitute a permanent establishment for tax reporting purposes.
Following the Merger, the Company will not be a flow-through entity and will be
liable for applicable income taxes.

INFLATION

The financial statements are presented on a historical cost basis and do
not fully reflect the impact of prior years' inflation. It is estimated that the
cost of replacing equipment today is greater than its historical cost.
Accordingly, depreciation expense would be greater if the expense were stated on
a current cost basis.

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BUSINESS

LCC is one of the world's largest independent providers of RF engineering
and network design services and products to the wireless telecommunications
industry. The Company has provided these services, along with related
proprietary software tools and field measurement and analysis equipment, to
operators of more than 200 wireless systems in more than 40 countries. The
Company intends to leverage its leadership position and its relationships with
major wireless customers to benefit from the expected significant growth in
wireless networks worldwide.

The Company has provided services and products to seven of the ten largest
U.S. cellular system operators; large international cellular operators,
including British Telcom, France Telcom and Mannesmann; companies building or
proposing to build PCS systems, including AT&T Wireless Services, Pacific Bell
Mobile Services, NextWave Telcom and DCR; operators of ESMR systems, including
Nextel Communications; and operators of two-way messaging systems. The customers
listed above each contributed 5% or more of the Company's consolidated revenues
(10% or more in the case of Nextel) during one or more of fiscal years 1991
through 1995 (or, in the case of NextWave Telcom and DCR, have entered into
agreements to purchase services and products aggregating $115 million over
approximately the next five years). Many of the Company's major customers have
entered into partnerships with international wireless operators, which has
enabled the Company to obtain significant new business from such operators. The
Company also has established working relationships with two major
telecommunications equipment vendors, pursuant to which the Company provides
services and products on a subcontract basis.

LCC's approximately 370 RF engineers provide engineering solutions to
operators of a wide range of wireless networks, incorporating all major wireless
technologies available today, including TDMA (which includes GSM, DCS and
IS-136), CDMA, iDEN, AMPS and ETACS. LCC believes that it is the largest
employer of RF engineers in the world and believes that this is a substantial
competitive advantage, especially with respect to large customers. LCC provides
(or, in the case of Phase 4, is developing) services and products for operators
involved in all four phases of wireless system development: (i) Phase
1 -- bidding for the licenses necessary to build and operate the system; (ii)
Phase 2 -- build-out of the system; (iii) Phase 3 -- optimization and
enhancement of the system to meet the requirements of an increasing subscriber
base and to provide increased quality and coverage; and (iii) Phase
4 -- achievement of greater efficiencies in providing service in order to
compete in areas where there are multiple system operators.

THE LCC STRATEGY

MAINTAIN TECHNOLOGICAL LEADERSHIP

LCC believes that it has the most sophisticated and diversified
technological capabilities (incorporating all major wireless technologies
available today) in the wireless network design industry and intends to maintain
its technological leadership. The Company is continuously working on new
software releases and field measurement and analysis product upgrades to keep
its products technologically equal or superior to

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<PAGE> 35

those of its competitors. One of LCC's principal assets is its staff of
approximately 370 highly trained and experienced RF engineers, which the Company
believes is considerably larger than the engineering staff of any other
independent company in its field. LCC's engineers have experience working in,
and have prepared wireless design databases for, many of the world's
metropolitan areas, which the Company believes gives LCC a significant advantage
in pursuing new business in these areas.

LEVERAGE LARGE INSTALLED CUSTOMER BASE

LCC has a substantial customer base among major wireless network system
operators worldwide. Its services and products have been used in virtually every
major market in the U.S. and in more than 40 foreign countries. The Company
believes that its large customer base gives it a significant advantage in
obtaining additional business for its existing and new products and services.
LCC believes that if it provides the original network design services to a
customer, it has an advantage over competitors in offering follow-on services
relating to expansion or optimization of that customer's network. In addition,
many of the Company's major customers have entered into partnerships with
international wireless operators, from which the Company has received
significant business. Typically, a substantial portion of the Company's revenues
in a given year are generated by customers for which the Company has previously
performed services or provided products.

PURSUE INTERNATIONAL GROWTH

Approximately 39% of the Company's revenues during 1995 was derived from
international customers. The Company believes that the growth of the
international wireless industry over the next several years will be substantial.
In particular, foreign governments have been awarding, and are expected to
continue to award, a large number of new wireless system licenses. The Company
is devoting significant efforts to increasing its market share of international
business, and is particularly focused on providing planning services to
companies that are participating in government tender processes for new license
grants. The Company has found that the provision of such services often result
in engineering contracts if such companies receive licenses.

PURSUE NEW MARKETS

The Company is pursuing growth in several new areas, as follows:

PCS. According to the FCC, over $17.9 billion has been spent or
committed to acquire new PCS licenses in the U.S. over the past two years,
and each of the licensed areas must be built out over the five years
following the date of the license grant. The Company expects that such new
licensees will account for a significant portion of the demand for the
Company's services and products over the next several years. The Company's
efforts in this area include working with new or potential licensees in the
initial designs of their systems and making investments in new PCS entities
in return for significant contracts to be implemented over the next several
years.

New Wireless Networks and Technologies. The development of new types
of wireless networks and new wireless technologies, including private
corporate networks, wireless cable (LMDS and MMDS) services, wireless local
loop and wireless high speed data services, is expected to result in
additional potential customers for the Company's services and products.

Analog to Digital Conversion. The Company expects that many cellular
operators will convert from an analog to a digital format in the next
several years, and that this conversion will result in additional demand
for the Company's services and products. LCC currently offers products and
services to operators of wireless systems utilizing both existing analog
technologies and virtually all forms of digital technology.

OFFER AND DEVELOP NEW TYPES OF SERVICES AND PRODUCTS

The Company is seeking new business by offering or developing new types of
services and products, including the following:

Program Management Services. Program management involves the
procurement and management, on a turnkey basis, of a range of services and
products relating to deployment or expansion of wireless

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<PAGE> 36

networks, including systems integration, site acquisition, site
engineering, procurement management, construction management, installation
and commissioning, and customer training. These management services are
often packaged with the Company's traditional RF and network engineering
services, software tools and field measurement and analysis equipment. To
provide program management, LCC has affiliated with commercial real estate
firms (for site acquisition), architectural engineering firms and
contracting and construction firms. The Company believes that an increasing
number of wireless system operators are attracted to this approach, and
that program management will increase revenues from RF engineering services
in addition to providing revenues from new services.

Phase 4 System Efficiency Services and Products. The Company believes
that wireless network operators will experience greater price competition
and will place greater emphasis on containing costs and system efficiency.
The Company is developing new RF network engineering services and products
to increase system efficiency and manage costs in the multiple-operator
environment expected to develop in the next few years.

ESTABLISH STRATEGIC RELATIONSHIPS WITH CARRIERS AND EQUIPMENT VENDORS

The Company has entered into strategic relationships with new wireless
carriers and major equipment vendors as a means of obtaining new business
opportunities. For example, LCC has helped applicants seeking licenses in formal
foreign government license grant processes. LCC's involvement in successful
license tenders has generally led to contracts with winning applicants as they
implement new systems. The Company has provided financing aggregating $11.5
million, to NextWave Telcom and DCR, the two top bidders in the
recently-concluded C-band auctions for broadband PCS licenses. See Note 19 to
the Consolidated Financial Statements. The Company intends to pursue additional
relationships, including financing and investment arrangements, using proceeds
from the Offering, as a means of obtaining new business. The Company also has
established working relationships with two major telecommunications equipment
vendors, pursuant to which the Company provides services and products on a
subcontract basis. The Company intends to pursue similar relationships with
other equipment vendors.

PURSUE STRATEGIC ACQUISITIONS

The Company intends to pursue acquisitions of companies that have
developed, or are developing, complementary products and services, particularly
systems efficiency products, that could be bundled with the Company's services
or that the Company would otherwise develop over the next few years. LCC
believes that such acquisitions will move LCC ahead more quickly in the
development of products or the recruiting of technical staff.

INDUSTRY BACKGROUND

OVERVIEW

Wireless telecommunications networks use a variety of radio frequencies to
transmit voice and data. Wireless telecommunications networks include two-way
radio applications, such as cellular, wide band and narrow band PCS and ESMR
networks, and one-way radio applications, such as paging services. Each
application operates within a distinct radio frequency block. Although cellular
represents the largest segment of the wireless communications industry, other
wireless technologies are expected to grow significantly.

TYPES OF WIRELESS COMMUNICATIONS

Cellular. Demand for commercial cellular services has grown dramatically
since its introduction in the early 1980's. According to the Cellular
Telecommunications Industry Association ("CTIA"), in the U.S. alone, service
revenues have grown from $482 million in 1985 to over $19 billion in 1995 and
the number of cellular users in the U.S. grew from 340,000 at the end of 1985 to
over 30 million at December 1995, a compound annual growth rate of 57.2%.
According to Mobile Communications, the number of cellular users in Western
Europe grew from 270,000 in 1985 to 22.6 million in 1995 (a compound annual
growth rate of 55.7%).

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The cellular industry is well established in the developed world. Cellular
is growing rapidly in developing countries because of the generally poor quality
of the existing phone service, the unsatisfied demand for basic telephone
service and the increasing demand from mobile users who want the convenience of
cellular. In some countries, the cellular network provides significantly
improved access to the local and international wireline telephone network
compared to existing wireline telephone service. According to the U.S.
Department of Commerce, at the end of 1995, there were approximately 87 million
cellular subscribers worldwide.

PCS. In 1993, the FCC allocated a portion of the radio spectrum for the
provision of a new wireless communications service, commonly known as PCS. In
the U.S., PCS differs from traditional cellular service principally in that PCS
systems will operate at a higher frequency range and employ different digital
technologies. PCS is expected to offer greater feature functionality resulting
in lower cost service options, lighter handsets with longer battery lives and
new and enhanced service offerings such as the provision of all services to one
mobile number, medium-speed data transmissions to and from portable computers,
advanced paging services and facsimile services. Economic and Management
Consultants International, Inc. ("EMCI") estimates that, of the approximately 71
million wireless subscribers expected by the year 2000 in the U.S., 20 million,
or 28%, will be PCS users. Licenses to operate PCS networks were awarded in the
United States through auctions conducted during 1995 (the A- and B-blocks, which
involved licenses for large areas known as MTAs) and are expected to be granted
during 1996 (the C-block, which involved licenses for smaller metropolitan and
rural areas known as BTAs). According to the FCC, over $17.9 billion has been
spent or committed to acquire new PCS licenses (for MTAs and BTAs) in the U.S.
over the past two years, and each of the licensed areas must be built out over
the five years from the respective license grant dates.

ESMR. Enhanced Specialized Mobile Radio is a mobile communication service
that relies on specialized mobile radio frequencies that have been historically
limited to two-way voice communications in small local networks (such as for
taxi or messenger dispatch). As a result of advances in digital technology, ESMR
operators have begun to design and deploy digital mobile networks that increase
the frequency capacity of ESMR systems to a level that may be competitive with
that of cellular systems. A limited number of ESMR operators have recently begun
offering short messaging, data services and interconnected voice telephony
services on a limited basis. Companies such as Nextel Communications (in the
U.S.), Clearnet Communications (in Canada) and Tricom (in Mexico) have acquired
licenses for ESMR two-way radio channels in their respective operating areas and
are beginning to offer wireless voice services over their networks.

Paging. Paging is a method of wireless telecommunications that uses an
assigned radio frequency to contact a paging subscriber anywhere within a
service area. Each paging subscriber is assigned a distinct telephone number
which a caller dials to activate a subscriber's pager (a pocket-size radio
carried by the subscriber). The radio signal causes the pager to emit a beep or
vibrate and to provide the subscriber with information from the caller in the
form of a voice, time, numeric or alphanumeric message. EMCI estimates that the
number of pagers in service in the U.S. increased at a compound annual growth
rate of approximately 26.5% to approximately 27.3 million units from 1984 to
1994 and that the total number of paging devices in use worldwide by the year
1999 will exceed 130 million.

Other. Wireless cable (LMDS, MMDS), wireless local loop (a system that
eliminates the need for a wire loop connecting users to the public switched
telephone network) and wireless high speed data services represent other areas
of the wireless communications industry being developed by operators in the U.S.
and abroad.

WIRELESS TECHNOLOGIES

Most cellular and other services currently transmit voice and data signals
over analog-based systems, which use one continuous electronic signal that
varies in amplitude or frequency over a single radio channel. Digital systems,
on the other hand, convert voice or data signals into a stream of digits that is
compressed before transmission, enabling a single radio channel to carry
multiple simultaneous signal transmissions. This enhanced capacity, along with
enhancements in digital protocols (discussed below), allows digital-based
wireless technologies to offer new and enhanced services, such as greater call
privacy and single number (or

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<PAGE> 38

"find me") service, and more data transmission features, such as "mobile office"
applications (including facsimile, electronic mail and connecting notebook
computers with computer/data networks).

Digital signal transmission is accomplished through the use of frequency
management technologies, or "protocols." Two common protocols used in cellular
and other networks "manage" the radio channel either by dividing it into
distinct time slots (a method known as Time Division Multiple Access, or "TDMA")
or by assigning specific coding instructions to each packet of digitized data
that comprises a signal (a method known as Code Division Multiple Access, or
"CDMA"). In the U.S., the FCC has intentionally avoided mandating a universal
digital signaling protocol, and three principal digital signal protocols (which
are incompatible with each other) are currently being used in the U.S. for PCS
networks: GSM, CDMA and IS-136. European Union countries generally have agreed
to adopt GSM as a common standard protocol for cellular and PCS transmission and
approximately 60 countries, including virtually all countries in Western Europe,
have issued or propose to issue GSM 900 MHz licenses. The universal GSM standard
is designed to allow subscribers to roam throughout Europe and wherever else GSM
technology has been adopted. Other wireless technologies are also presently in
use for a variety of different types of transmission. The Company has expertise
in all these technologies.

Existing analog cellular networks are gradually converting to digital
technology. This conversion has occurred in many of the largest cellular service
areas, such as Los Angeles, New York and Chicago, due in part to capacity
constraints. As carriers reach limited capacity levels, certain calls may be
unable to be completed, especially during peak hours. The conversion from analog
to digital technology is expected to be an industry-wide process in the U.S.
that will take several years. PCS providers, which do not have the existing
analog-based plant and equipment, are expected to move directly to digital
technology.

OPERATION OF TWO-WAY WIRELESS SYSTEMS

Two-way wireless service areas are divided into multiple regions called
"cells," each of which contains a base station consisting of a low-power
transmitter, a receiver and signaling equipment. The cells are typically
configured on a grid pattern, although terrain factors (including natural and
man-made obstructions) and signal coverage patterns may result in irregularly
shaped cells and overlaps or gaps in coverage. Cellular system cells generally
have a radius ranging from two miles to 25 miles. PCS system cells are expected
to have a radius ranging from one-quarter mile to 12 miles, depending on the PCS
technology being used and the terrain. Since each cell site requires engineering
services, growth in the number of cell sites is one of the key drivers of demand
for the Company's products and services. The base station in each cell is
connected by microwave, fiber optic cable or telephone wires to a switch, which
uses computers and specially developed software to control the operation of the
wireless telephone system for its entire service area. The switch controls the
transfer of calls from cells within the system and connects calls to the local
landline telephone system or to a long distance telephone carrier.

Wireless transmission requires a certain signal strength for the parties to
hear each other or for data to be received. The signal strength of a
transmission between handset and a base station declines as the handset moves
away from the base station, so the switch and the base stations monitor the
signal strength of calls in progress. When the signal strength of a call
declines to a predetermined level, the switch may "hand off" the call to another
base station that can establish a stronger signal with the handset. Hand-off to
an adjacent system must be effected through an appropriate technical interface
when a handset leaves the service area of the wireless service provider. The
quality of wireless transmission depends in part on signal strength, limitations
imposed by the terrain and interference from other uses of radio signals.
Transmission quality is measured in the field at various locations so that
adjustments can be made to enhance quality.

Each wireless network is planned and laid out to meet a certain level of
subscriber density and traffic demand and to provide a certain geographic
coverage. Each transmission over the wireless network requires a certain amount
of radio frequency, so a system's capacity is limited by the amount of frequency
that is available. The same frequency can be reused by each separate
transmitter, subject to certain interference limitations. The design of each
wireless system involves placement of transmission equipment in locations that
will make optimal use of available frequency based upon projected subscriber
usage patterns, subject to

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availability of such locations and ability to use them for wireless
transmissions under applicable zoning requirements.

After a wireless system has been installed, the system's capacity can be
increased in various ways, by (i) adding available frequency capacity to cells
as required, if such capacity is available, (ii) using directional antennae to
divide a cell into discrete multiple sectors or coverage areas, thereby reducing
the required distance between cells using the same frequency, or (iii) "cell
splitting" (i.e., dividing a single cell into a number of smaller cells served
by lower-power transmitters, thereby increasing the ability to reuse radio
frequencies and increasing the number of calls that can be handled in a given
area). Additional solutions are being designed to increase network capacity and
coverage, including (i) the introduction of microcells, which can be placed very
close together to increase frequency reuse and the total capacity of the
cellular network and which can be placed within buildings, train stations and
other structures to provide coverage where none was available before and (ii)
the introduction of digital technologies, which increase the number of
conversations which can be transported on a single radio carrier from two to
potentially more than ten times, depending on the type of digital technology
deployed.

ENGINEERING SERVICES AND PRODUCTS FOR THE WIRELESS INDUSTRY

The planning, geographic layout, build out and operation of a wireless
network requires significant RF engineering work. The RF engineer must design
the wireless network to meet the operator's requirements for transmission over
the wireless network, which requirements are based upon a projected level of
subscriber density and traffic demand and the coverage area specified by the
operator's license or cost-benefit decisions. In addition to meeting basic
transmission requirements, the RF network design must make optimal use of
available radio frequency and result in the highest possible signal quality for
the greatest portion of projected subscriber usage within existing constraints.
These constraints may be imposed by cost parameters, terrain, limitations in the
license, interference with other operators, availability of cells, applicable
zoning requirements and other factors. The complexity of network design and
large number of variables requires the RF engineer to rely on advanced
technology including specially-developed software design tools. As the design is
implemented and the network is built out, the system's performance must be
tested in the field with field measurement and analysis equipment so that
optimization adjustments can be made.

Set forth below is a description of the life cycle of a typical wireless
system:

<TABLE>
<CAPTION>
<S> <C>
Phase 1.............................. pursuit of the licenses necessary to build and
operate the system
Phase 2.............................. build-out of the system
Phase 3.............................. optimization and enhancement of the system to
meet the requirements of an increasing
subscriber base and to provide increased
quality and coverage
Phase 4.............................. achievement of greater efficiencies in
providing service in order to compete in areas
where there are multiple system operators
</TABLE>

Phase 1. In Phase 1, the pursuit of the licenses necessary to build and
operate the system, a rough engineering design is often required to determine
construction costs and revenue generating ability of the system.

Phase 2. A substantial amount of engineering services are required for
Phase 2, the actual design and build-out of the wireless system. Detailed site
location designs are prepared, interference to or from co-located antennae is
checked, site performance is measured after completing construction and,
finally, the site is optimized to work with neighboring sites. Wireless network
operators (even the few which have sizable internal engineering staffs)
typically rely on outside RF engineering companies, such as LCC, for Phase 2.
Depending on the size of the system, this phase can involve from four RF
engineers for a typical small system,

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<PAGE> 40

to 15 RF engineers for a typical medium-sized system to up to 100 RF engineers
for a nationwide deployment (all of whom require software design tools) over a
period of 12 to 24 months. LCC believes that the number of RF engineers is
limited (the Company estimates that there are only approximately 2,000 RF
engineers in the U.S.).

Phase 3. As the number of subscribers handled by the wireless system
increases, the system enters Phase 3, in which RF engineering services are
necessary to expand the system by adding cell sites or using other techniques to
increase system coverage and capacity. The system must also be optimized to meet
the increased subscriber usage from the new cell cites and to provide increased
quality and coverage. In network expansions, the operator typically continues to
rely on the RF engineering company, such as LCC, to design the expansion and
make optimization adjustments to the existing system. Although the network
software and system databases included therein are already in place from the
design phase, the software license obtained from the RF engineering company
generally only allows the operator to use the software. Since the cost of
obtaining replacement software and generating a separate database through a new
provider of RF engineering services is substantial, the original RF engineering
firm has a significant competitive advantage in follow-on work with existing
customers. Since each new cell site requires additional RF engineering, the
increase in cell sites is a key driver of the demand for RF engineering services
and products.

Phase 4. Eventually the system will enter Phase 4, in which the operator
must achieve greater efficiencies in service provision in order to compete in
areas where there are multiple system operators. In various European countries
and Australia, certain systems have recently entered Phase 4. In the U.S., since
cellular service arose in a duopoly environment, it is only with the
construction of new PCS systems that wireless networks will reach Phase 4.

SERVICES AND PRODUCTS

BACKGROUND

In the early 1980's, when the FCC began to issue licenses for cellular
systems, wireless system design was an unsophisticated process. Since minimal
data had been collected on system performance and limited engineering had been
done, LCC (following its formation in 1983) worked to develop a standard method
of applying design engineering principles to wireless system design. The method
included the development of software to accelerate and automate the design
process, and use of such software with digitized system coverage maps, enabling
the engineer to measure the effect of changes to various system parameters or
use of different locations for cell sites. Over time, LCC gathered significant
amounts of data on various system configurations, improving the ability of its
engineering models to predict system coverage. LCC also developed a large staff
of RF engineers experienced in conducting the design analysis. Moreover, because
the field measurement and analysis equipment required for verification and
measurement of wireless system performance in the field was generally
unsophisticated, LCC created its own field measurement and analysis equipment.
Originally, RF engineering focused principally on the cellular industry.
Although the services provided by various wireless technologies may be similar,
the engineering requirements of each system are different. As new wireless
technologies were introduced, the Company developed engineering solutions for
the different forms of wireless transmissions, and modified its field
measurement and analysis equipment and software products to function with
differing wireless technologies.

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ENGINEERING SERVICES

LCC provides a variety of RF engineering services over three phases of the
life cycle of a wireless telecommunications system, and intends to provide such
services over the fourth phase as follows:

Phase 1 Services. LCC engineers help prepare applications for network
system operators seeking licenses in formal government license grant processes.
LCC also has assisted foreign governments in preparing Requests for Proposals
("RFPs") and analyzing responses thereto. Phase 1 services include the
following:

- preparation of the technical response to a government tender

- preliminary design

- coverage parameters

- propagation maps

- technical requirements

- advice on strategic issues relating to license tender responses

- preparation of RFPs and analysis of responses

- refinement of system objectives and translation into technical
requirements

- evaluation of responses on technical, cost and regulatory compliance
grounds

The Company has assisted in preparing winning applications in several
(approximately eight) license tender processes worldwide, including the second
nationwide cellular license in Germany and the first cellular license in Bombay,
India. LCC's involvement in successful tenders has generally led to follow-on
contracts with winning applicants as they implement new systems.

Phase 2 Services. Services in Phase 2, which constitute the largest number
of billed engineering hours for the Company, include some or all of the
following:

- analysis of customer expectations for network coverage, capacity and
other requirements

- development of necessary databases for network design, including
digitized maps of terrain and buildings

- use of software tools to prepare network design, including analysis of
interference and other technical factors affecting coverage, capacity and
performance

- identification and rank of desirable cell sites

- preparation of regulatory filings (FCC, Federal Aviation Administration
and others) required for system deployment

- assistance with systems deployment

- measurement of network performance

- optimization of system

Phase 3 Services. LCC's services are used by existing system operators to
plan system expansions to accommodate subscriber growth (the Company estimates
that operators of wireless networks operating at capacity require a new cell
site for approximately each additional 1,500 subscribers), incorporate
improvements in technology, improve system performance and achieve efficient use
of available radio spectrum. LCC also assists in capacity expansion planning and
technology changeovers, such as conversion from analog to digital technology. In
Phase 3 the Company provides some or all of the following:

- identification of additional cell sites

- integration of new cell sites with existing cell sites

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<PAGE> 42

- measurement of network performance

- optimization of system

- technology migration analysis and implementation

Phase 4 Services. Although to date the Company has not offered any services
or products for Phase 4, the Company anticipates that, as wireless systems
mature and as multiple service providers offer competing services in the same
service area, network operators will require additional engineering services
focusing on the achievement of cost savings and quality enhancements within the
existing coverage area. These services may include the following:

- system analysis and network management, including redistribution or
elimination of cell sites

- cost management

- measurement of network performance

- technology and network upgrades

The Company is currently working with several existing customers to further
define the types of services that such customers will require during Phase 4,
although there can be no assurance that the Company will provide any such
services.

The Company performs engineering services using approximately 370 RF
engineers (as of June 30, 1996). Most of such engineers are based in Arlington,
Virginia, but spend significant periods (approximately one to nine months per
year) at customer sites. LCC is one of the world's largest independent providers
of RF engineering and wireless network design services. The Company believes
that its large number of RF engineers enables it to respond quickly to customers
who may require the Company to staff a major project on a timely basis. In
addition, the Company believes that the wide-ranging experience of its RF
engineers, including exposure to and participation in the standards-setting
process for new digital technologies, helps the Company understand the changing
marketplace for wireless communications and for engineering services and
products to support the wireless industry. Since a large number of its RF
engineers work on customer sites, the Company is able to develop an
understanding of many of the issues of importance to its customers and uses this
information in planning. The Company also believes that the various
nationalities of its RF engineers provides LCC with an understanding of
different practices in business and wireless telephony in many countries around
the world that will assist the Company in continuing to pursue international
opportunities. See "Risk Factors -- Dependence on Professional Staff."

LCC provides engineering services on a contract basis, usually in a
customized plan for each client. The Company generally charges for engineering
services on a time and materials basis, although Phase 1 services or other
projects of short duration may involve a fixed price or success fee. The
Company's revenues also include reimbursement for expenses, including the living
expenses of engineers on customer sites (approximately 15% of revenues from
engineering services for 1995). Revenues from engineering services represents
the largest portion of LCC's revenues, representing approximately 56.3% of
revenues for 1995.

SOFTWARE TOOLS

LCC's software tools are used by LCC's engineers and by customers to design
wireless networks, optimize the performance of an existing network, adapt
networks to demand growth and environmental changes and migrate networks to new
technologies. Software revenue represented approximately 18.5% of revenues for
1995. Approximately one-third of LCC's revenues from software tools is generated
by LCC's use of the tools (which are typically charged to customers separately
from engineering services) in conjunction with engineering service projects,
particularly large build-outs or enhancements during Phase 2 or Phase 3. As
these software tools are used by LCC's engineers, a database for the customer
network is generated based upon the actual design. The software and database are
used by the customer pursuant to a license following implementation of the
network, become the foundation of the customer's design environment and record
of network design, and are critical to subsequent expansion or enhancement of
the system. The other

40
<PAGE> 43

approximately two-thirds of LCC's software revenues is generated by licensing of
the software to customers, which use the tools in network design and generate
their own design specific databases.

The Company's software offerings include:

<TABLE>
<S> <C>
ANET(TM).................... DOS-based software for network design. Allows users to
locate, move and configure cell sites on computer
screens, run propagation analyses, change frequency or
power settings, analyze cell hand-offs, conduct
interference analysis, manipulate other variables and
run analysis of system parameters under varying
conditions. Accepts input from the Company's field
measurement products.
CellCAD(R).................. UNIX-based software for network design with same
functionality as ANET(TM) plus microcell and CDMA
design capability.
CellSIGHT(R)................ Allows user to generate a series of customized
spreadsheet programs to organize and display statistics
and other data, to generate and store reports, and to
filter data and information into a database. Interfaces
with ANET(TM) and CellCAD(R) products.
Design Check(TM)............ Combines features of CellCAD(R) and CellSIGHT(R).
CellManager(TM)............. An information management and automated work-flow
processing tool designed for wireless system
deployment, including separate modules for (i) RF
planning, site positioning and site acquisition, (ii)
construction preparation, (iii) management of
construction and equipment delivery timetables, (iv)
management of network integration and acceptance
testing, and (v) management of purchasing and human
resources. (The Company did not develop
CellManager(TM), but has obtained exclusive perpetual
distribution rights and software development and
enhancement rights for CellManager in North, Central
and South America, and non-exclusive distribution
rights in the remainder of the world.)
</TABLE>

Revenues from ANET(TM) and CellCAD(R) represented approximately 90% of
software revenues for 1995.

Another component of the Company's software offerings is its database
services. Databases are maintained for virtually all of the U.S. and many other
parts of the world and include data useful in designing and implementing
wireless networks, including data regarding terrain, building heights, land-use,
highways and secondary roads, traffic volume, political boundaries, demographics
and other parameters. Customers use a combination of these data sources in
designing their wireless networks. The Company believes that as the need for
more efficient system design becomes more important in the wireless industry,
databases with precise information will become more important.

The Company provides its software tools to customers under license
agreements that call for license fees on a per user basis or, under certain
limited circumstances, on a per cell site basis. As of December 31, 1995, the
Company had software license agreements in effect with over 70 customers.
Typically, customers license the software for between one to five years, with
the right to annual renewals thereafter. In some cases, the Company will grant a
perpetual license to software for a fixed fee payable at the commencement of the
licenses. The number of work stations licensed by LCC's current customers range
up to 150, with an average of 14. LCC generally warrants that the software will
perform substantially in the manner specified in its documentation. Many
customers purchase maintenance support following expiration of the warranty
period as well as contract for installation and training services.

41
<PAGE> 44

FIELD MEASUREMENT AND ANALYSIS PRODUCTS

LCC's field measurement and analysis products are used by both by LCC's
engineers and by customers in connection with system design and build out and
the maintenance and improvement of operational systems. Revenues from sales and
rentals of field measurement and analysis products represented approximately
20.2% of revenues for 1995. LCC's revenues from field measurement and analysis
products are generated from sales or monthly rentals to customers and associated
maintenance and upgrade fees.

The Company's field measurement and analysis products lines are as follows:

<TABLE>
<S> <C>
EXP-2001(R)................. Modular vehicle mounted measurement system used to
measure RF system parameters for field diagnostics,
troubleshooting and RF analysis. Linked to Global
Positioning System receivers, permitting identification
of changes in system performance based on time and
location. Information captured into laptop computer for
subsequent analysis.
RSAT-2000(R)................ Performs the same functions as EXP-2001(R), but also
provides real-time data for on-site troubleshooting.
MSAT-2000(TM)............... Performs similar functions as the EXP-2001(R) and
RSAT-2000(R) but is lightweight and portable for use
inside buildings.
PENCAT(TM).................. Five pound pen-based collection and analysis tool used
with the MSAT-2000(TM) for real-time display and
post-processing analysis.
TX-1500(TM)................. Continuous wave test transmitter used to simulate cell
sites from which test transmissions are emitted,
allowing validation of predicted coverage.
LL-2000(R).................. Analysis tool used to measure the quality of the
"uplink" from the wireless network to the Public
Switched Telephone Network.
</TABLE>

Each of the EXP-2001(R), RSAT-2000(R) and MSAT-2000(TM) are designed for
use in wireless systems employing any of the major access technologies
(cellular, PCS, ESMR, etc.) and may be utilized by network operators to measure
the performance of other wireless systems. These three products represented
approximately 83% of field measurement and analysis products revenues for 1995.
To support the RSAT-2000(R), EXP-2001(R) and LL-2000(R) products, LCC offers a
DOS-based software package called Cellular Measurement Analyst and a
corresponding UNIX-based product called CellQUEST, which provide comprehensive
data analysis functions for coverage, interference, calls-in-progress and call
quality. These programs organize, edit and analyze RF and navigation data for
both digital and analog measurements. They provide detailed reports,
multi-colored graphs and high resolution on-screen graphic displays which can be
generated on a laptop computer for immediate field analysis.

The Company believes that in the future, customers will expect field
measurement and analysis products from one company to be compatible with
software design products from other companies, so that measurements taken from
field measurement and analysis products can be analyzed using the software. LCC
is designing a series of products consistent with this objective. Currently,
wireless operators must separately analyze the coverage of their competitors'
systems. The Company intends to develop Phase 4 products that can simultaneously
analyze system quality of several different competing technologies. LCC intends
to offer new products that will allow data from several different systems in one
geographic area to be collected and analyzed simultaneously.

The Company provides its field measurement and analysis products to
customers primarily through sales and to a lesser extent through long-term
leases and monthly rentals. LCC generally warrants that the field measurement
and analysis products will perform substantially in the manner specified in
their documentation for a period of 12 months following delivery thereof. The
Company offers various extended maintenance and support programs to customers.

42
<PAGE> 45

PROGRAM MANAGEMENT SERVICES

Program management involves the procurement and management, on a turnkey
basis, of a range of services and products relating to deployment or expansion
of wireless networks, including systems integration, site acquisition, site
engineering, procurement management, construction management, installation and
commissioning, and customer training services. These management services are
often packaged with the Company's traditional RF and network engineering
services, software tools and field measurement and analysis equipment. To
provide program management, LCC has affiliated with commercial real estate firms
(for site acquisition), architectural engineering firms and contracting and
construction firms. The Company believes that an increasing number of wireless
system operators are attracted to this approach, and that program management
will increase revenues from RF engineering services in addition to providing
revenues from new services. Fees from program management services, which were
commenced in 1995, represented approximately 5% of revenues for 1995.

LCC offers its customers a "one stop shopping" approach to Phase 1 system
build-out and Phase 2 network expansions by packaging services together in a
customized plan for each client. LCC provides these services on a contract
basis, in most cases on a time and materials basis but occasionally on an
overall cost per cell site.

In connection with its program management services, the Company uses and
licenses a software tool called CellManager(TM), which can help network system
operators manage their deployment and construction activities cost effectively,
as discussed in more detail in "Software Tools" above.

CUSTOMERS AND BACKLOG

CUSTOMERS

The Company has provided services and products to seven of the ten largest
U.S. cellular system operators; large international cellular operators,
including British Telcom, France Telcom, Mannesmann and Korea Mobile Telcom;
companies building or proposing to build PCS systems, including AT&T Wireless
Services, Pacific Bell Mobile Services, NextWave Telcom and DCR; operators of
ESMR systems, including Nextel Communications; and operators of two-way
messaging systems. Many of the Company's major customers have entered into
partnerships with international wireless operators, which has enabled the
Company to receive significant new business from such international wireless
operators. The Company also has established working relationships with two major
telecommunications equipment vendors, pursuant to which the Company provides
services and products on a subcontract basis.

In 1995, Nextel Communications accounted for approximately 14% of LCC's
revenue and was the only customer accounting for 10% or more of the Company's
revenues. The Company has an agreement with Nextel Communications pursuant to
which Nextel Communications is committed to pay a minimum amount until June 2000
for the purchase of RF engineering services and field measurement and analysis
products and to license software products and obtain related maintenance and
other services in connection with the design and operation of its digital mobile
telephone systems in North America, Puerto Rico and the U.S. Virgin Islands.

The Company's existing and targeted customer base includes operators of all
forms of wireless communications services, operating a variety of different
network platforms and access technologies in diverse geographic markets. LCC's
experience includes the following projects:

- LCC has designed analog cellular systems throughout the U.S., including
substantially all of the largest MSAs, as well as in several other
countries.

- LCC has designed TACS/ETACS analog cellular systems in the United Kingdom
and Spain.

- In the U.S., the Company is assisting its cellular customers in
implementing the emerging North American digital cellular standards (i.e.,
TDMA, CDMA and others).

43
<PAGE> 46

- The Company has designed, or is currently designing, GSM digital cellular
networks in the U.S., Germany, France, Italy, Spain, Portugal, Malaysia
and other nations.

- The Company is supporting the design and implementation of ESMR systems
throughout the U.S. and in Brazil, Canada, Mexico and China.

- In the U.S., the Company is supporting narrowband PCS clients with
INFLEXION(TM) and REFLEX(TM) standards.

BACKLOG

The Company has entered into long-term contracts with customers for the
provision of the Company's services and products. As of March 31, 1996, the
Company had a total backlog of $180.5 million, consisting of $66.4 million
relating to engineering services, $26.0 million relating to software licenses,
$3.6 million for field measurement and analysis products and $84.5 million
relating to program management services. The Company includes in its backlog
only committed fees or purchase prices specified in contracts which have been
executed by the Company to the extent that the Company contemplates recognition
of the related revenue. The Company believes that its substantial backlog is
relatively unique in the industry, and is attributable principally to contracts
which were entered into in July 1995 and in the first half of 1996. (The Company
did not track its backlog prior to 1996, since prior to receipt of such
contracts the large majority of backlog consisted of annual software license
fees. The Company believes that its backlog as of March 31, 1995 in areas other
than software licenses was substantially less than that for March 31, 1996.)

The principal portion of the Company's present backlog arise from contracts
with Nextel Communications, NextWave Telcom and DCR. These contracts represent
approximately $146.6 million (or 81.1%) of the overall backlog. In addition,
they represented approximately $59.1 million (or 89.0%), $6.5 million (or
25.7%), and $80.0 million (or 94.7%), respectively, of the portions of the total
backlog relating to engineering services, software licenses and program
management services. NextWave Telcom and DCR have flexibility within five-year
periods regarding the timing of ordering and mix of services and products to be
purchased from the Company. The orders under such contracts are also subject to
uncertainties relating to PCS network deployment generally and to matters that
may affect the businesses and financial resources of such customers. Since the
Company's backlog is subject to significant timing uncertainties, the Company
cannot accurately predict the portion of the backlog that will be filled within
the current year, but expects that it will not fill at least $138.4 million of
its overall backlog in 1996. See "Risk Factors -- Changes Adversely Impacting
Demand for the Company's Products and Services -- Delays in Deployment of PCS
Networks," "Risk Factors -- Risks Associated with Strategic Relationships and
Strategic Financing" and Note 19 to the Consolidated Financial Statements. There
can be no assurance that the contracts included in the backlog will actually
generate the specified revenues or that the actual revenues will be generated
within any particular period. See "Risk Factors -- Significant Fluctuations in
Quarterly Results; Uncertainties Relating to Backlog."

SALES AND MARKETING

The Company markets its services and products to operators of wireless
telecommunications networks in North America, Europe, Asia, the Middle East and
Latin America through its 23 member direct sales force based at its headquarters
in Arlington, Virginia. The members of the sales force are compensated based on
factors such as revenues generated compared to revenues forecasted, receivables
collected and the blend of products and services sold. The Company also utilizes
independent distributors and sales agents to supplement its direct sales force
outside the U.S. where business practices or customs make it most effective to
proceed through local companies. The Company utilizes the offices of its German
subsidiary to supplement its European sales efforts and intends to establish
regional sales offices in Brazil and Korea.

The Company's RF engineers and other technical professional staff support
the efforts of the sales force, particularly in connection with the marketing of
engineering services and software products. Customers generally have engineers
involved in their procurement decisions, and the Company's engineers work
closely with the customer's engineers to help them understand the Company's
services and products and their

44
<PAGE> 47

advantages compared to those of the competition. Additional business from
existing customers is pursued through the joint efforts of both the sales force
member primarily responsible for sale (who monitors the customer's satisfaction
as work progresses and makes periodic contact with the customer following
completion of work) and of the engineers and other technical staff who have
developed a relationship and worked closely with the customer's engineers, and
understand the customers' needs. This combination gives the Company an advantage
in pursuing the follow-on business.

The Company generates sales leads for new customers through referrals from
existing customers (including referrals to international wireless operators with
which such customers have entered into partnership arrangements) and other
industry suppliers, its reputation in the industry, contacts with bidders for
new wireless licenses and others in the industry and other sources, which
include advertising, use of explanatory literature and publications and
participation in conferences and trade shows. The Company utilizes various
strategies to attract business from new customers, particularly various
arrangements in which Phase 1 services are provided for a reduced fee or with a
success-based contingent arrangement, coupled with a commitment from, or
understanding with, the customer to retain the Company in connection with Phase
2 services and products should the customer be awarded the applicable licenses.
Recently the Company has made two significant strategic investments in customers
in exchange for large contracts, and expects to continue this strategy in the
future. See "Risk Factors -- Risks Associated with Strategic Relationships,
Vendor Financing, and Acquisitions" and Note 19 to the Consolidated Financial
Statements.

In addition to obtaining business directly from wireless network operators,
the Company has also established working relationships with two major
telecommunications equipment vendors, pursuant to which the Company provides RF
engineering services and related products, on a subcontract basis. The Company
is seeking to establish additional relationships with telecommunications
equipment vendors.

Purchases of the Company's services or products by customers often entails
an extended decision-making process for the customer because of the substantial
costs and strategic implications associated with selecting the Company's
services and products. Senior management of the customer is often involved in
this process, given the importance of the decision as well as the risks faced by
the customer if the Company's services and products do not meet the customer's
particular needs. Therefore, large procurements of LCC's services and products
involve lengthy selling cycles, often as long as nine months. See "Risk
Factors -- Dependence on Significant Customers and Large Contracts" and
"-- Lengthy Sales Cycle."

RESEARCH AND DEVELOPMENT

The Company intends to continue developing new services and products and
enhance existing ones to maintain its position as a leader in RF engineering and
wireless network design. The Company is presently developing a number of new
products, including software tools and upgrades of field measurement and
analysis products. The Company's research and development efforts are focused on
making its existing products easier to use, adding functionality, making the
products compatible with different technologies and enabling the products to
interface with other products offered by the Company or other parties. The
Company is in the process of establishing a team of RF engineers, other
technical personnel, management consultants and other specialists who have been
asked to develop services and products specifically for use in connection with
Phase 4. The Company believes that its experience in providing a range of
engineering and wireless network services gives it an advantage in developing
products for use by engineers providing wireless network design services. See
"Risk Factors -- Rapid Technological Changes."

MANUFACTURING AND PRODUCT ASSEMBLY

The Company assembles field measurement and analysis products by obtaining
standard parts and components obtained from a variety of computer and electronic
vendors and specially configuring these components to produce the field
measurement and analysis products. It also engages third party contractors to
assemble certain of these products based on the Company's design specifications.
The proprietary aspects of the Company's systems are primarily in the product
design, the software provided with the equipment and the specific applications
development designed for the customer. Equipment assembly, testing and quality
control

45
<PAGE> 48

are performed by the Company at its Arlington, Virginia facility. The Company
currently has six employees conducting manufacturing and product assembly and
ten employees involved in supporting activities, including quality control,
inventory control, shipping and receiving and purchasing. Certain components
used in the Company's products are presently available from limited sources. To
date, the Company generally has been able to obtain supplies of these components
in a timely manner from these sources. The Company began the development and
assembly of its own field measurement and analysis products in early 1992 and
took over performance of the bulk of its development and assembly in 1994. The
Company experienced a stagnant demand for its field measurement and analysis
products during 1994 (reflected in revenues from field measurement and analysis
products for 1995) when it devoted its resources to enhancing its own field
measurement and analysis product development capabilities rather than developing
new products.

COMPETITION

The current market for wireless network design services, related software
tools and field measurement and analysis equipment and program management
services is highly competitive. Many companies offer such services and products,
and the Company believes that the number of other independent firms providing a
combination of these services and products to wireless network operators
throughout the world is increasing.

ENGINEERING SERVICES

LCC's competition in the provision of RF engineering services consists of
(i) companies such as Mobile Systems International, Inc., Moffett, Larson &
Johnson P.C. and Comsearch, Inc., which provide a full range of RF engineering
services (as well as related software), (ii) companies that provide only a
portion of the engineering services, which generally act as a supplement to a
wireless operator's in-house engineering staff, (iii) telecommunications
equipment vendors, which provide RF engineering services through subcontractors
as part of larger turnkey projects, and (iv) the internal staffs of wireless
network operators. The Company believes that it is able to compete effectively
against its competitors based upon its leadership position, pricing, reputation,
experience, ability to provide its customers "one-stop-shopping," ability to
deploy quickly a large number of RF engineers to a project, its databases for
many geographic areas, its technological tools, and its relationships with major
wireless operators. In particular, the Company believes that its existing
customer base gives it a significant advantage in obtaining additional business
for its existing and new products and services.

SOFTWARE TOOLS

LCC's competition for the provision of software tools consists of (i) the
companies that provide the full range of RF engineering services along with
related software, particularly Mobile Systems International, Inc. and Comsearch,
Inc., which compete vigorously with the Company in this area, (ii) a limited
number of companies that have developed software tools but generally do not
provide engineering services and (iii) the internal staffs of wireless network
operators. The Company believes that its experience in providing a range of
engineering and network services gives it an advantage in developing software
tools for use by engineers providing network design services, particularly
because of the experience it receives as a result of the use of the products by
its own engineers. The Company believes that competition depends on such factors
as functionality, price product performance and reputation. The most successful
of the Company's competitors in this area have been European companies, and LCC
has been enhancing the functionality of its software tools in the GSM area to
compete more effectively for European customers. In pursuing international
business the Company has been flexible with the terms of its software licenses
in markets where standard license terms differ from those used in the U.S.

FIELD MEASUREMENT AND ANALYSIS EQUIPMENT

The Company's competition for the provision of field measurement and
analysis products consist of (i) full service companies and equipment vendors,
particularly those specializing in field measurement and analysis products,
principally Safeco Corporation and Comarco, Inc. and (ii) small independent
entrepreneurial companies. As is the case with its software tools, the Company
believes that its experience in providing a range of engineering and network
services gives it an advantage in developing field measurement

46
<PAGE> 49

and analysis tools for use by engineers providing network design services,
particularly because of the feedback it receives as a result of the use of the
products by its own engineers. The Company believes that competition depends on
such factors as functionality, price product performance, reputation and
compatibility with software tools. LCC is designing a series of products to make
LCC's field measurement and analysis tools compatible with software products
from other companies.

PROGRAM MANAGEMENT SERVICES

Competition for the provision of program management services is highly
fragmented consisting of (i) equipment vendors that provide program management
services as part of larger turnkey projects, (ii) companies with experience in
project management in other industries, (iii) the internal staffs of wireless
network operators and (iv) small firms that focus on a limited number of the
entire range of activities involved in wireless network deployment and
expansion. The Company believes that competition depends on such factors as
reputation, the ability to perform on schedule and within the customer's budget
and quality expectations, and that its ability to have personnel specifically to
address the requirements of wireless network operations will enable it to
compete effectively in this area.

There can be no assurance that competitive factors will not have an adverse
effect on the Company's business. See "Risk Factors -- Risks from Competition."

SOFTWARE PROTECTION AND TECHNOLOGY LICENSES

The Company regards its software as proprietary and has implemented
protective measures both of a legal and a practical nature to ensure that the
software retains that status. The Company derives protection for its software by
licensing only the object code to customers and keeping the source code
confidential. Like many other companies that license software, the Company does
not have patent protection for its software. It therefore relies upon the
copyright laws to protect against unauthorized copying of the object code of its
software, and upon copyright and trade secret laws for the protection of the
source code of its software. Despite this protection, competitors could copy
certain aspects of the Company's software tools or field measurement and
analysis products, or obtain information which the Company regards as trade
secrets. In addition, the Company enters into confidentiality agreements with
its employees, distributors, and customers, and limits access to and
distribution of its software, documentation, and other proprietary information.
There can be no assurance that the steps taken by the Company to protect its
proprietary rights will be adequate to deter misappropriation of its technology.
Further, there can be no assurance that any patent issued to the Company or the
copyrights registered by the Company can be successfully defended. In any event,
the Company believes that factors such as technological innovation and expertise
and market responsiveness are more important than the legal protections
described above.

EMPLOYEES

As of June 30, 1996, LCC employed 677 full-time employees. The Company
believes that relations with its employees are good. None of its employees is
part of any collective bargaining unit. The Company believes that its future
growth and success will depend upon its ability to attract and retain skilled
and motivated personnel. See "Risk Factors -- Dependence on Key Personnel;
Management of Growth."

FACILITIES

The Company leases approximately 144,000 square feet of office space in
Arlington, Virginia. The Company recently exercised an early termination option
with respect to approximately 55,000 square feet of such office space and
intends to exercise similar options with respect to an additional 65,000 square
feet of space. In connection with such termination, the Company has incurred and
will incur one-time termination costs totalling $1.4 million. The Company
recently entered into a lease with an annual rent beginning at approximately
$2,951,000 for approximately 155,339 square feet of office space in McLean,
Virginia for occupancy during the first quarter of 1997. The term of this lease
is ten years, with two five-year renewal options. The Company also entered into
a lease with an annual rent beginning at approximately $153,700 for

47
<PAGE> 50

approximately 10,245 square feet of office space in McLean, Virginia for
occupancy during 1997. The term of this lease is five years with three five-year
renewal options. The Company believes that its new facilities will be adequate
for its needs for the foreseeable future.

LEGAL PROCEEDINGS

The Company is party to various legal proceeding and claims incidental to
its business. The Company does not believe that these matters will have a
material adverse effect on the Company.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages and principal positions of
the members of the Company's Board of Directors and the executive officers of
the Company.

<TABLE>
<CAPTION>
NAME AGE POSITIONS
<S> <C> <C>
Dr. Rajendra Singh................. 41 Chairperson of the Board of Directors
Neera Singh........................ 37 Director
Mark D. Ein........................ 31 Director
Arno A. Penzias.................... 63 Director
Piyush Sodha....................... 37 President, Chief Executive Officer and Director
J. Michael Bonin................... 38 Vice President, Hardware
Kathryn M. Condello................ 40 Vice President, Program Management
Peter A. Deliso.................... 35 Vice President, Corporate Affairs, General Counsel
and Secretary
Richard Hozik...................... 45 Senior Vice President, Treasurer and Chief Financial
Officer
Frank F. Navarrete................. 53 Vice President, Sales and Marketing
Donald R. Rose..................... 41 Senior Vice President, Software
Gerard L. Vincent.................. 42 Senior Vice President, Engineering
</TABLE>

The Company expects that, following the Offering, one additional person
will be elected to the Board of Directors, who will not be an officer, employee
or stockholder of the Company or any of its affiliates.

All officers of the Company are elected to serve in such capacities until
the next annual meeting of the Board of Directors and until their successors are
duly elected and qualified. References below to the Company also include its
predecessors, the Founder Corporation and the Limited Liability Company, which
succeeded to the business of the Founder Corporation in January 1994.

Dr. Rajendra Singh. Dr. Rajendra Singh is the Chairperson of the Board of
the Directors and co-founder of LCC. Dr. Singh was President of the Company from
its formation in 1983 until September 1994, and was Chief Executive Officer from
January 1994 until January 1995, and Treasurer from January 1994 until January
1996. Dr. Singh is also Chairman of the Members Committee of Telcom Ventures and
RF Investors. Dr. Singh also established, developed and directed APPEX Inc., a
billing services firm which was sold to Electronic Data Systems Corporation in
October 1990. Dr. Singh is married to Neera Singh, a Director and, until
immediately prior to the Offering, an executive officer of LCC. Dr. Singh is
also a principal owner of the Founder Corporation. See "Principal and Selling
Stockholders."

Neera Singh. Neera Singh is a co-founder of LCC and has been a Director of
the Company since its inception. Ms. Singh has served as Vice President of the
Company from its formation in 1983 to October 1991 and Executive Vice President
from January 1994 until immediately prior to the Offering. Ms. Singh also has
served as Co-Chairperson of the Company from January 1995 until immediately
prior to the Offering. Ms. Singh is a member of the Members Committee of Telcom
Ventures. Ms. Singh is married to Dr. Rajendra Singh, a Director and former
executive officer of LCC. Ms. Singh is also a principal owner of the Founder
Corporation. See "Principal and Selling Stockholders."

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<PAGE> 51

Mark D. Ein. Mark D. Ein has served as a Director of the Company since
January 1994. Mr. Ein is a Vice President of The Carlyle Group, a private
investment firm and an affiliate of the Carlyle Investors. Mr. Ein is currently
a director of Telcom Ventures, RF Investors, HighwayMaster Communications, Inc.,
a wireless provider to the transportation industry, and various private
companies. Mr. Ein worked for Brentwood Associates, a private equity investment
firm, from 1989 to 1990, and for Goldman, Sachs & Co. from 1986 to 1989.

Arno A. Penzias. Arno A. Penzias has been a Director of LCC since July
1996. Dr. Penzias currently is Vice President and Chief Scientist of Lucent
Technologies, Bell Labs Innovations. From 1995 until 1996, Dr. Penzias was Vice
President and Chief Scientist of AT&T Bell Laboratories. From 1981 through 1995,
he was Vice President, Research of AT&T Bell Laboratories. As a scientist, Dr.
Penzias is best known for his contributions to astrophysics, which earned him
the Nobel Prize for Physics in 1978. Dr. Penzias also is currently a member of
the Boards of Directors of Duracell International Inc., a manufacturer of
batteries, and Arthur D. Little, Inc., a consulting company.

Piyush Sodha. Piyush Sodha has been Chief Executive Officer of LCC since
January 1995 and has been President of the Company since September 1994. From
October 1990 through September 1994 he was Chief Operating Officer of the
Company. Mr. Sodha has been a Director since January 1994. Prior to joining LCC,
Mr. Sodha was Director, Product Line Management in the cellular systems division
of Northern Telcom Ltd. from 1987 to 1990. From 1985 to 1987 he was a consultant
in the telecommunications practice at Booz, Allen & Hamilton, and prior thereto
he was Senior Associate Engineer at International Business Machines Corporation.

J. Michael Bonin. J. Michael Bonin has been Vice President, Hardware
Products, of LCC since July 1993. From 1989 until 1993 he was Director of
Hardware Products for LCC. Prior to joining LCC in 1989, Mr. Bonin was Vice
President and General Manager of T-Line Services, Inc., a digital microwave
communications firm in San Francisco, California. Prior thereto, from 1985 to
1987, Mr. Bonin was principal and founder of a start-up manufacturing division
for an international optical laser company in Irvine, California.

Kathryn M. Condello. Kathryn M. Condello has been Vice President, Program
Management, for LCC since October 1994. From March 1993 until October 1994, Ms.
Condello was Director of Network Services of MCI Communications Wireless Group.
From March 1990 until March 1993, Ms. Condello was Director, Business
Development for Network Building & Consulting, a network development firm
specializing in the acquisition, construction and deployment of wireless
networks. From March 1987 until July 1988, Ms. Condello was Director of Business
Planning for Cellular One/Washington-Baltimore.

Peter A. Deliso. Peter A. Deliso has been LCC's General Counsel since June
1994 and Vice President, Corporate Affairs, and Secretary since January 1996.
From late 1989 until January 1994, Mr. Deliso served as Corporate Counsel for
Mobile Telecommunication Technologies Corp. ("Mtel") and its various domestic
and international subsidiaries. Prior to his employment with Mtel, Mr. Deliso
was with the law firm of Garvey, Schubert & Barer specializing in international,
corporate and securities law.

Richard Hozik. Richard Hozik has been Senior Vice President and Chief
Financial Officer of the Company since November 1995 and Treasurer since January
1996. From October 1992 to October 1995, Mr. Hozik was employed by the J.E.
Robert Companies, a privately held real estate investment and management
company, where he held the position of Senior Vice President and Chief Financial
Officer. From April 1992 to September 1992, Mr. Hozik was the Managing Partner
of Hozik & Associates, a management consulting firm. From March 1982 to March
1992, Mr. Hozik was with GRC International, Inc. (formerly Flow General Inc.)
("GRC"), a publicly traded international technology-based products and services
company, where he served as Vice President, Treasurer and Chief Financial
Officer of GRC and President and Chief Executive Officer of its Biomedical
Group. From 1973 to 1982, Mr. Hozik was with the international public accounting
firm of Arthur Andersen LLP.

Frank F. Navarrete. Frank F. Navarrete has been Vice President, Sales and
Marketing, of LCC since October 1994 and was Director, Business Development of
Telcom Ventures from April 1994 to October 1994.

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From 1992 to 1994, he was Vice President Mexico-Central America for Motorola.
From 1988 to 1992, he was Director Domestic Infrastructure Support-Motorola.
From 1986 to 1988, he was OPS Manager for the North-East Corridor-Motorola. Mr.
Navarrete was Manager Program Management North-East Corridor-Motorola.

Donald R. Rose. Donald R. Rose has been the Senior Vice President, Software
of LCC since August 1996. From October 1990 until August 1996, Mr. Rose was
Senior Vice President, Engineering of the Company, and from 1988 until October
1990, he was Vice President, Engineering of the Company. Before joining the
Company, Mr. Rose was Senior Project Engineer of Los Angeles Cellular Telephone
Co. and a Senior Engineer of Moffet, Larson & Johnson, P.C., a
telecommunications consulting firm.

Gerard L. Vincent. Gerard L. Vincent has been Senior Vice President,
Engineering of LCC since August 1996. From January 1995 to August 1996, Mr.
Vincent was Vice President, Engineering of the Company, and from December 1993
to January 1995, he was Director of Engineering of the Company. Prior to joining
LCC, Mr. Vincent was Director, Department of Cellular Engineering of France
Telecom, from December 1989 to December 1993.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's Board of Directors has established an Audit Committee and a
Compensation and Stock Option Committee and has appointed Messrs. Ein and
Penzias as the members of these committees. Following the Offering, the Audit
Committee will examine and consider matters relating to the financial affairs of
the Company, including reviewing the Company's annual financial statements, the
scope of the independent annual audit and internal audits and the independent
accountant's letter to management concerning the effectiveness of the Company's
internal financial and accounting controls. The Compensation and Stock Option
Committee will consider and make recommendations to the Company's Board of
Directors with respect to programs for human resource development and management
organization and succession, approve changes in senior executive compensation,
consider and make recommendations to the Company's Board of Directors with
respect to compensation matters and policies and employee benefit and incentive
plans and administer the Company's stock option plans and ERISA plans, grant
stock options under such stock option plans and exercise all other authority
granted to it to administer such stock option and ERISA plans.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the "Delaware Law")
empowers a corporation to indemnify its directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers provided that this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) arising under Section 174 of the Delaware Law, or (iv) for any transaction
from which the director derived an improper personal benefit. The Delaware Law
provides further that the indemnification permitted thereunder shall not be
deemed exclusive of any other rights to which the directors and officers may be
entitled under the corporation's bylaws, any agreement, vote of stockholders or
otherwise. The Company's Certificate of Incorporation eliminates the personal
liability of directors to the fullest extent permitted by Section 102(b)(7) of
the Delaware Law.

The Company intends to enter into separate indemnification agreements with
each of its directors and executive officers pursuant to which the Company shall
agree, among other things, and subject to certain limited exceptions: (i) to
indemnify them to the fullest extent permitted by law against any claims and
expenses (including attorneys' fees) reasonably incurred in connection with any
threatened, pending or completed action or other proceeding arising out of any
Indemnifiable Event, and (ii) to advance funds to cover any such expenses no
later than thirty days after demand. An Indemnifiable Event is expected to be
defined as any event or occurrence related to the fact that the person is or was
a director, officer, employee, agent or fiduciary of the Company, or is or was
serving at the request of the Company as a director, officer, employee, trustee,
agent or fiduciary of another corporation, partnership, joint venture, trust, or
other enterprise, or by reason of anything done or not done by the person in any
such capacity.

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The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he or she reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate of Incorporation. The Company is not
aware of any threatened litigation or proceeding that may result in a claim for
such indemnification.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation awarded to, earned by, or
paid to the Chief Executive Officer of the Company and each of the Company's
four most highly compensated executive officers whose salary and bonus exceeded
$100,000 during the fiscal year ended December 31, 1995 (collectively, the
"Named Officers"):

<TABLE>
<CAPTION>
ANNUAL COMPENSATION(6)
---------------------------------------------------
NAME AND FISCAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(4) COMPENSATION(5)
<S> <C> <C> <C> <C>
Dr. Rajendra Singh...................... 1995 --(2) --(2) --(2)
Chairperson(1)(2)
Piyush Sodha............................ 1995 $213,000 $ 140,000 --
President and Chief Executive
Officer(1)
Neera Singh............................. 1995 $360,000 -- $ 5,000
Co-Chairperson and Executive Vice
President(3)
Donald R. Rose.......................... 1995 $111,000 $1,501,000 $ 5,000
Senior Vice President, Engineering
J. Michael Bonin........................ 1995 $130,000 $ 55,000 $ 2,000
Vice President, Hardware
George H. Sampson....................... 1995 $123,000 $ 54,000 $ 2,000
Senior Vice President, Software(7)
</TABLE>

- ---------------

(1) Dr. Rajendra Singh was the Chairperson of the Board of Directors and Chief
Executive Officer of the Company until January 3, 1995 and he currently
holds the position of Chairperson of the Board of Directors. Mr. Piyush
Sodha was the President and Chief Executive Officer of the Company during
most of 1995.

(2) Dr. Singh received no compensation from the Company for services rendered to
the Company during the three days of fiscal year 1995 during which he was
employed by the Company as its Chief Executive Officer.

(3) Effective upon the Offering, Ms. Singh will no longer be an officer of the
Company and will no longer receive compensation as an employee of the
Company.

(4) Includes annual distributions in 1995 under the LLC Membership Plan of
approximately $140,000 to Mr. Sodha, $1,448,000 to Mr. Rose (of which
$1,100,000 was deferred in 1995 from a previous year's distribution),
$5,000 to Mr. Bonin and $39,000 to Mr. Sampson. Upon conversion of the LLC

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<PAGE> 54

Membership Plan in connection with the Offering, such distributions will no
longer be made. See "Certain Transactions -- Conversion of Interests Under
LLC Option Plan and LLC Membership Plan into Stock Options."

(5) Includes payments by the Company for life insurance (in all cases less than
$500 per individual) and contributions to the Company's 401(k) Plan.

(6) All amounts are rounded to the nearest $1,000. The amount of perquisites
and other personal benefits, securities or other property has been omitted
because the applicable amount of such compensation is less than $50,000 or
10% of the total annual salary and bonus reported for each Named Officer.

(7) As of August 15, 1996, Mr. Sampson is no longer an employee of the Company.

OPTION GRANTS

No options were granted to the Named Officers during the period presented.
Options will be granted to certain Named Officers and other executive officers
as described below under "Management -- Stock Plans."

EMPLOYMENT AGREEMENTS

The Company entered into an offer letter with Mr. Piyush Sodha when he was
hired on October 1, 1990. The letter provides for continued employment until
terminated at will by either party with ninety days' prior written notice. Mr.
Sodha has indicated an intention to terminate this employment letter (but not
his employment). None of the Company's executive officers has an employment
agreement with the Company other than agreements terminable at will.

AGREEMENT WITH DIRECTOR

The Company has entered into an agreement with one of its directors, Arno
Penzias, pursuant to which the Company has agreed to compensate Mr. Penzias for
his services as a director as follows: (i) an annual fee of $20,000, (ii) a fee
of $1,000 for each meeting of the Board of Directors he attends, (iii) an annual
fee of $2,000 for each Committee on which he serves (he presently serves on the
Audit Committee and the Compensation and Stock Option Committee) and (iv) an
annual fee of $3,000 for any committee which he chairs (at present he does not
serve as chairman of any committees). In addition, the Company has agreed to
grant Mr. Penzias options under the Directors Plan. Such options are subject to
vesting over a three year period and to the other terms and conditions of the
Directors Plan.

STOCK PLANS

1996 EMPLOYEE STOCK OPTION PLAN

The Employee Plan provides for the grant of options that are intended to
qualify as "incentive stock options" under Section 422 of the Code, to employees
of the Company or any of its subsidiaries, as well as the grant of
non-qualifying options to employees and any other individuals whose
participation in the Employee Plan is determined to be in the best interests of
the Company. The Employee Plan authorizes the issuance of up to 3,224,000 shares
of Class A Common Stock pursuant to options granted under the Employee Plan
(subject to anti-dilution adjustments in the event of a stock split,
recapitalization or similar transaction). The Compensation and Stock Option
Committee of the Board of Directors will administer the Employee Plan and will
grant options to purchase Class A Common Stock.

The option exercise price for incentive stock options granted under the
Employee Plan may not be less than 100% of the fair market value of the Class A
Common Stock on the date of grant of the option (or 110% in the case of an
incentive stock option granted to an optionee beneficially owning more than 10%
of the outstanding Class A Common Stock). The option exercise price for
non-incentive stock options granted under the Employee Plan may not be less than
par value of the Class A Common Stock on the date of grant of the option. The
maximum option term is 10 years (or five years in the case of an incentive stock
option granted to an optionee beneficially owning more than 10% of the
outstanding Class A Common Stock). Options may be exercised at any time after
grant, except as otherwise provided in the particular option agreement. There is

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<PAGE> 55

also a $100,000 limit on the value of Class A Common Stock (determined at the
time of grant) covered by incentive stock options that first become exercisable
by an optionee in any year. The maximum number of shares of Class A Common Stock
subject to options that can be awarded under the Employee Plan to any person is
1,000,000 shares.

Payment for shares purchased under the Employee Plan may be made either in
cash or, if permitted by the particular option agreement, by exchanging shares
of Class A Common Stock with a fair market value equal to the option exercise
price and cash for any difference. Options may, if permitted by the particular
option agreement, be exercised by directing that certificates for the shares
purchased be delivered to a licensed broker as agent for the optionee, provided
that the broker tenders to the Company cash or cash equivalents equal to the
option exercise price plus the amount of any taxes that the Company may be
required to withhold in connection with the exercise of the option.

Options granted under the Employee Plan are not transferable (other than by
will or the laws of descent and distribution) and may be exercised only by the
optionee during his or her lifetime. If any optionee's employment with the
Company terminates by reason of death or permanent and total disability or the
optionee dies within 30 days after a termination other than for cause (or within
180 days after a termination of employment due to disability), the optionee's
options, whether or not then exercisable, may be exercised within 180 days after
such death or disability unless otherwise provided in the option agreement (but
not later than the date the option would otherwise expire). If the optionee's
employment terminates for any reason other than cause, death or disability,
options held by such optionee will terminate 30 days after such termination
unless otherwise provided in the option agreement or approved by the
Compensation and Stock Option Committee (but not later than the date the option
would otherwise expire). If the optionee's employment terminates for cause,
options held by such optionee will terminate on such termination unless
otherwise provided in the option agreement or approved by the Compensation and
Stock Option Committee (but not later than the date the option would otherwise
expire). If the optionee is not an employee, the Compensation and Stock Option
Committee will provide in the option agreement when the option will terminate.

The Board of Directors may amend the Employee Plan with respect to shares
of Class A Common Stock as to which options have not been granted. However, the
Company's stockholders must approve any amendment that would (i) materially
change the requirements as to eligibility to receive options; (ii) materially
increase the benefits accruing to participants who are considered "insiders" for
purposes of Rule 16b-3 of the Securities and Exchange Act of 1934; or (iii)
increase the number of shares that may be sold pursuant to options granted under
the Employee Plan (except for adjustments upon changes in capitalization).

It is anticipated that, in connection with the Offering, options to
purchase approximately 590,000 shares of Class A Common Stock at the Offering
price will be granted to approximately 265 employees. Options granted will vest
with respect to one-third of the shares subject to the options on each of the
first three anniversaries of the date of grant. The options will expire no later
than the tenth anniversary of the date of grant.

It is also anticipated that, in connection with the Offering, options to
purchase approximately up to an aggregate of 2,160,000 shares of Class A Common
Stock will be issued to certain employees of the Company and three individuals
employed by Telcom Ventures. These options will replace options granted by the
Limited Liability Company under the LLC Option Plan adopted in March 1996 and
phantom membership awards under the LLC Membership Plan adopted in 1994. The
exercise price for options replacing options under the LLC Option Plan is
intended to be equivalent to the exercise price of the options granted under the
LLC Option Plan (approximately $9.70 per share, or approximately 69% of the
Offering price) and is intended to be for equivalent equity percentage
ownership. The number of options and option exercise prices for options
replacing phantom membership interests previously granted under the LLC
Membership Plan will be 1,343,150 and $3.50 per share, which was calculated
under a conversion formula, intended to maintain comparable value, generally
using 25% of the fair market value of the Class A Common Stock as the exercise
price and adjusting the equity percentage since no payments or exercise prices
were required in connection

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<PAGE> 56

with phantom membership awards under the LLC Membership Plan. See "Certain
Transactions -- Conversion of Interests under LLC Option Plan and LLC Membership
Plan into Stock Options."

1996 DIRECTORS STOCK OPTION PLAN

Directors Stock Option Plan

The Company's 1996 Directors Stock Option Plan (the "Directors Plan")
provides for the "formula" grant of options that are not intended to qualify as
"incentive stock options" under Section 422 of the Code to Dr. Rajendra Singh,
Neera Singh and directors of the Company who are not officers or employees of
the Company or any subsidiary of the Company (each an "Eligible Director"). The
Directors Plan authorizes the issuance of up to 60,000 shares of Class A Common
Stock and 300,000 shares of Class B Common Stock (for directors eligible to hold
Class B Common Stock, such as Dr. Rajendra Singh and Neera Singh), pursuant to
options granted under the Directors Plan (subject to anti-dilution adjustments
in the event of a stock split, recapitalization or similar transaction). The
option exercise price for options granted under the Directors Plan will be 100%
of the fair market value of the shares of Common Stock on the date of grant of
the option. Under the Directors Plan, each Eligible Director who is not eligible
to hold shares of Class B Common Stock (such as Mark Ein and Arno Penzias) will
be granted an initial option to purchase 10,000 shares of Class A Common Stock
in connection with the Offering or on later commencement of service. Each
Eligible Director who is eligible to hold shares of Class B Common Stock and who
is a director as of the time of the Offering (Dr. Rajendra Singh and Neera
Singh) will be granted an initial option to purchase 30,000 shares of Class B
Common Stock in connection with the Offering, and an additional option to
purchase 30,000 shares of Class B Common Stock as of each of the next four
annual meetings of the stockholders of the Company if the Eligible Director
continues to be an Eligible Director. Options granted with respect to Class A
Common Stock will become immediately exercisable with respect to directors who
were directors of the Company prior to July 1, 1996 (Mark Ein) and will become
exercisable with respect to one-third of the shares of Class A Common Stock that
are subject to the options on each of the first three anniversaries of the date
of grant subject to acceleration of vesting on a change of control (as defined
in the Directors Plan) with respect to directors who become directors of the
Company after July 1, 1996 (Arno Penzias). Such options will expire no later
than the tenth anniversary of the date of grant. Options granted with respect to
Class B Common Stock will become exercisable immediately following the date of
grant, and will expire no later than the fifth anniversary of the date of grant.

Payment for shares purchased under the Directors Plan may be made either in
cash or by exchanging shares of Class A Common Stock with a fair market value
equal to the option exercise price and cash or certified check for any
difference. Options may be exercised by directing that certificates for the
shares purchased be delivered to a licensed broker as agent for the optionee,
provided that the broker tenders to the Company cash or cash equivalents equal
to the option exercise price plus the amount of any taxes that the Company may
be required to withhold in connection with the exercise of the option.

Options granted under the Directors Plan are not transferable (other than
by will or the laws of descent and distribution) and may be exercised only by
the optionee during his or her lifetime. If any optionee's service as a director
with the Company terminates by reason of death or permanent and total
disability, the optionee's options, whether or not then exercisable, may be
exercised within 180 days after such death or disability (but not later than the
date the option would otherwise expire). If the optionee's service as a director
terminates for any reason other than death or disability, options held by such
optionee will terminate 60 days after such termination (but not later than the
date the option would otherwise expire).

The Board of Directors may amend the Directors Plan with respect to shares
of Common Stock as to which options have not been granted but no more than once
in a six month period other than to comport with changes in applicable Federal
laws. However, the Company's stockholders must approve any amendment that would
(i) change the requirements as to eligibility to receive options; (ii)
materially increase the benefits accruing to participants under the Directors
Plan; or (iii) materially increase the number of shares of Common Stock that may
be sold pursuant to options granted under the Directors Plan (except for
adjustments upon changes in capitalization).

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<PAGE> 57

EMPLOYEE STOCK PURCHASE PLAN

Under the Company's Employee Stock Purchase Plan, 360,000 shares of Class A
Common Stock are available for purchase by eligible employees of the Company or
any of its subsidiaries (subject to anti-dilution adjustments in the event of a
stock split, recapitalization or similar transaction). The Employee Stock
Purchase Plan permits eligible employees to elect to have a portion of their pay
deducted by the Company to purchase shares of Class A Common Stock of the
Company. In the event there is any increase or decrease in shares of Class A
Common Stock without receipt of consideration by the Company (for instance, by a
recapitalization or stock split), there may be a proportionate adjustment to the
number and kinds of shares that may be purchased under the Employee Stock
Purchase Plan. Generally, payroll deductions and other payments will be
accumulated during the period specified by the Compensation and Stock Option
Committee (the "Payroll Deduction Period").

The Employee Stock Purchase Plan will be administered by the Compensation
and Stock Option Committee. The Compensation and Stock Option Committee will
have the authority to interpret the Employee Stock Purchase Plan, to prescribe,
amend and rescind rules relating to it, and to make all other determinations
necessary or advisable in administering the Employee Stock Purchase Plan, all of
which determinations will be final and binding.

Any employee of the Company or any of its subsidiaries may participate in
the Employee Stock Purchase Plan, except the following, who are ineligible to
participate: (i) an employee who has been employed by the Company or a
participating affiliate for less than six months as of the beginning of a
Payroll Deduction Period; (ii) an employee whose customary employment is for
less than five months in any year; (iii) an employee whose customary employment
is 20 hours or less per week; and (iv) an employee who, after exercising his or
her rights to purchase stock under the Employee Stock Purchase Plan, would own
stock (including stock that may be acquired under any outstanding options)
representing five percent or more of the total combined voting power of all
classes of stock of the Company. An employee must be employed on the last day of
the Payroll Deduction Period in order to acquire stock under the Employee Stock
Purchase Plan unless the employee has retired, died or become disabled.

An eligible employee may become a participant in the Employee Stock
Purchase Plan by completing an election to participate in the Employee Stock
Purchase Plan authorizing the Company to have deductions made from pay on each
pay day following enrollment in the Employee Stock Purchase Plan. The deductions
will be credited to the employee's account under the Employee Stock Purchase
Plan. An employee may not during any Payroll Deduction Period change his or her
percentage of payroll deduction for that Payroll Deduction Period, nor may an
employee withdraw any contributed funds other than by terminating participation
in the Employee Stock Purchase Plan (as described below). A participating
employee who is not an executive officer subject to Section 16 under the
Exchange Act (a "Section 16 officer"), may terminate payroll deductions or
contributions for the remainder of a Payroll Deduction Period.

Rights to purchase shares of Class A Common Stock will be deemed granted to
participating employees as of the first trading day of each Payroll Deduction
Period. The purchase price for each share (the "Purchase Price") will be
established by the Compensation and Stock Option Committee, but will not be less
than 85% of the fair market value of the shares of Class A Common Stock on the
first or last trading day of such Payroll Deduction Period, whichever is lower.

No employee may purchase shares of Class A Common Stock in any year under
the Employee Stock Purchase Plan and all other "employee stock purchase plans"
of the Company and any subsidiary having an aggregate fair market value in
excess of $25,000, determined as of the first trading date of the Payroll
Deduction Period.

On the last trading day of the Payroll Deduction Period, a participating
employee will be credited with the number of whole shares of Class A Common
Stock purchased under the Employee Stock Purchase Plan during such period.
Shares of Class A Common Stock purchased under the Employee Stock Purchase Plan
will be held in the custody of an agent (the "Agent"). The Agent may hold the
shares of Class A Common Stock purchased under the Employee Stock Purchase Plan
in stock certificates in nominee names and may

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commingle shares held in its custody in a single account or stock certificate,
without identification as to individual employees. An employee may, however,
instruct the Agent to have all or part of such shares reissued in the employee's
own name and have the stock certificate delivered to the employee.

In the event the total number of shares of Class A Common Stock reserved
for issuance at the conclusion of the Payroll Deduction Period is insufficient
to cover the number of shares to be purchased by all participating employees
during the same Payroll Deduction Period, then each participating employee will
be (i) credited with a pro rata portion of the available shares, and (ii)
refunded all monies in excess of those required to purchase the shares credited
the employee.

A participating employee will be refunded all monies in his or her account,
and his or her participation in the Employee Stock Purchase Plan will be
terminated, if: (i) the employee elects to terminate participation by delivering
a written notice to that effect to the Company; (ii) the employee ceases to be
employed by the Company or a participating subsidiary except on account of
death, disability, retirement; (iii) the Board of Directors elects to terminate
the Employee Stock Purchase Plan; or (iv) the employee ceases to be eligible to
participate in the Employee Stock Purchase Plan, provided, however, that a
participating employee who is a Section 16 officer does not have the discretion
to voluntarily terminate participation in the Employee Stock Purchase Plan
during a Payroll Deduction Period. If a participating employee terminates
employment on account of death, disability or retirement, the participating
employee will have the following alternatives: (i) refund of all monies in his
or her account, or (ii) purchase of shares of Class A Common Stock on the last
day of the Payroll Deduction Period with the amounts then accumulated in his or
her account (absent a timely election, the participating employee (or his or her
legal representative) will be deemed to have elected to receive a refund);
provided, however, that a participating employee who is a Section 16 officer
does not have the discretion to receive a refund.

No participating employee (or his or her legal representative in the case
of death) may assign his or her rights to purchase shares of Class A Common
Stock under the Employee Stock Purchase Plan, whether voluntarily, by operation
of law or otherwise.

The Board of Directors may, at any time, amend the Employee Stock Purchase
Plan in any respect; provided, however, that without approval of the
stockholders of the Company no amendment shall be made (i) increasing the number
of shares that may be made available for purchase under the Employee Stock
Purchase Plan, (ii) changing the eligibility requirements for participating in
the Employee Stock Purchase Plan or (iii) impairing the vested rights of
participating employees.

The Board of Directors may terminate the Employee Stock Purchase Plan at
any time and for any reason or for no reason, provided that such termination
shall not impair any rights of participants that have vested at the time of
termination. In any event, the Employee Stock Purchase Plan shall without
further action of the Board of Directors, terminate at the earlier of (i) ten
years after the adoption of the Employee Stock Purchase Plan by the Board of
Directors and (ii) such time as all shares of Class A Common Stock that may be
made available for purchase under the Employee Stock Purchase Plan have been
issued.

1994 INCENTIVE COMPENSATION PLAN

The Company has adopted the 1994 Incentive Compensation Plan (the
"Compensation Plan"). Under the Compensation Plan, the Compensation and Stock
Option Committee may, from time to time, in its sole discretion, grant awards to
those employees of the Company whose responsibilities and decisions, in the
opinion of the Compensation and Stock Option Committee, affect the long-term
sustained growth and profitability of the Company. Each incentive award entitles
the recipients thereof to receive a cash payment on the date specified in the
corresponding award agreement. To date, all incentive awards granted are payable
on the third anniversary of the grant thereof. At the discretion of the
Compensation and Stock Option Committee, participating employees may borrow a
portion of the total amount of their incentive awards. The Compensation Plan has
no termination date, although the Board of Directors may, in its sole
discretion, terminate the Compensation Plan at any time, provided such
termination does not adversely affect the rights of participants with respect to
awards previously granted.

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401(k) PLAN

The Company maintains a retirement plan (the "401(k) Plan") intended to
qualify under Sections 401(a) and 401(k) of the Code (although it has not
requested a determination letter from the Internal Revenue Service (the "IRS")
as to the tax-qualified status thereof). The 401(k) Plan is a defined
contribution plan that covers employees of the Company at least 21 years of age,
who have been employed by the Company for at least one year. Employees may
contribute up to 15% of their annual wages (subject to an annual limit
prescribed by the Code) as pretax, salary deferral contributions. The Company
may, in its discretion, match employee contributions up to a maximum of 3% of
annual wages. The Company's contributions to the 401(k) Plan for the year ended
December 31, 1995 and the six months ended June 30, 1996 were approximately
$419,000 and $225,000, respectively. As of June 30, 1996, 466 of the Company's
current employees were participants in the 401(k) Plan. In 1994, the Company
requested a compliance statement pursuant to the IRS voluntary compliance
resolution program with respect to the correction of an operational defect in
the 401(k) Plan resulting from the 401(k) Plan's recordkeeper's
nondiscrimination tests. The IRS is currently reviewing the request.

CERTAIN TRANSACTIONS

The following is a summary of certain transactions and relationships among
the Company and its associated entities, and among the directors, executive
officers and stockholders of the Company and its associated entities.

THE MERGER

In connection with the Offering, LCC International will become the
corporate successor to the Limited Liability Company. Immediately prior to the
consummation of the Offering, the Limited Liability Company will be merged with
and into LCC International. LCC International will be the surviving company in
the Merger, and the separate existence of the Limited Liability Company will
cease. As a result of the Merger, LCC International will own all of the assets
and rights and be subject to all of the obligations and liabilities of the
Limited Liability Company, including under the Credit Facility and the
Exchangeable Notes. Because the Merger is intended to qualify as tax-free under
Section 351 of the Code, the tax basis of the assets held by LCC International
after the Merger will be the same as the tax basis of the assets held by the
Limited Liability Company immediately before the Merger, and LCC International
will add to its holding period for certain assets the period for which the
Limited Liability Company held such assets.

In connection with the Merger, 11,250,751 shares of Class B Common Stock
will be issued to RF Investors, 85,233 shares of Class B Common Stock will be
issued to the Founder Corporation and 28,411 shares of Class A Common Stock will
be issued to TC Group. Immediately prior to the Merger, Telcom Ventures will
transfer its membership interest in the Limited Liability Company to RF
Investors in return for a membership interest in RF Investors of 99% (the
remaining membership interests of 0.75% and 0.25% will be held directly by the
Founder Corporation and TC Group, respectively). It is presently intended that
subsequent to the Offering the Founder Corporation and TC Group will contribute
their shares of Common Stock to RF Investors. As a result of the Merger, RF
Investors and the Founder Corporation will own Class B Common Stock which will
represent upon consummation of the Offering 94.8% of the combined voting power
of both classes of Common Stock. See "Risk Factors -- Control of the Company by
RF Investors" and "Description of Capital Stock."

Pursuant to the Merger, LCC International will be required to indemnify
Telcom Ventures, RF Investors, the Founder Corporation, the Carlyle Investors
and TC Group against any liability for obligations and liabilities associated
with the Limited Liability Company's operations. LCC International will bear all
of the costs incurred by the Limited Liability Company and such entities,
including transfer taxes and related fees, in connection with the Merger.

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CONVERSION OF INTERESTS UNDER LLC OPTION PLAN AND LLC MEMBERSHIP PLAN INTO STOCK
OPTIONS

In March 1996, the Limited Liability Company adopted the LLC Option Plan.
Under the LLC Option Plan, options to purchase membership interests in the
Limited Liability Company were made available for grants to employees at an
exercise price based on the fair market value of the Limited Liability Company
at the time the options were granted, as determined by the Limited Liability
Company. In connection with the Offering, the options granted under the LLC
Option Plan (none of which have been exercised) will be replaced by stock
options granted under the Employee Plan which have an option exercise price
equivalent to the current exercise price of the options granted under the LLC
Option Plan (approximately $9.70 per share, or approximately 69% of the Offering
price). 930,000 shares have been reserved under the Employee Plan to replace
options granted under the LLC Option Plan. See "Management -- Stock Plans."

In 1994, the Company adopted the LLC Membership Plan. Under the LLC
Membership Plan, the Company has issued awards entitling the holders thereof to
participate in distributable profits of the Limited Liability Company as
determined by its members' committee. In connection with the Offering, all
phantom membership awards will be converted into options under the Employee Plan
and each participant's right to participate in distributable profits will
automatically terminate. The number of options and the option exercise prices
for options replacing phantom membership interests previously granted under the
LLC Membership Plan will be calculated under a conversion formula, intended to
maintain comparable value, generally using 25% of the fair market value of the
shares of Class A Common Stock subject to the options at the time of conversion.
Approximately 1,343,150 shares have been reserved under the Employee Plan to
replace options granted under the LLC Membership Plan. See Note 13 to the
Consolidated Financial Statements.

CORPORATE OPPORTUNITY

The Company and Telcom Ventures Group will enter into the Intercompany
Agreement, effective upon the Offering. Such agreement has been negotiated in
connection with the Offering and does not necessarily represent an arms' length
transaction due to the control of the Company by the Telcom Ventures Group.
Under the Intercompany Agreement, Telcom Ventures, RF Investors, the Founder
Corporation and the Singh Family Group have agreed that, until the earlier of
(i) the date on which the Telcom Ventures Group no longer possesses voting
control of the Company or (ii) the occurrence of certain termination events
specified in the Formation Agreement among the Telcom Ventures Group, none of
them will, directly or indirectly, participate or engage, other than through the
Company, in any of the Company's traditional business activities, defined as (i)
the provision of cellular radio frequency engineering and network design
services to the wireless telecommunications industry, (ii) the provision of
program management services or deployment or construction related consulting
services to the wireless telecommunications industry and (iii) the manufacture,
sale, license, distribution or servicing of any radio network planning software
tools or drive test field measurement and analysis equipment which are used by
LCC in connection with LCC services described in the foregoing clauses (i) or
(ii). The foregoing prohibition does not apply to services provided to third
parties in which Telcom Ventures holds or is considering the acquisition of an
investment where the provision of services is incidental to Telcom Ventures'
investment or to the ownership of up to 5% of the outstanding securities of any
entity as long as Telcom Ventures does not participate in the management of such
entity. Under the Intercompany Agreement, each of the Carlyle Investors (but not
its affiliates) has also agreed not to invest in any entity whose primary
business is to compete with the Company in its traditional business activities
(excluding program management) until the earlier of (i) the date on which such
Carlyle Investor no longer owns directly or indirectly, an interest in the
Company or (ii) the occurrence of certain termination events specified in the
Formation Agreement among the Telcom Ventures Group.

In consideration of the foregoing agreements of the Telcom Ventures Group,
the Company has agreed that, if any opportunity to invest in or acquire a third
party the value of which could reasonably be deemed to exceed $1 million (an
"Investment Opportunity") is presented to the Company that it wishes to refer to
a third party, the Company must give written notice to Telcom Ventures of such
Investment Opportunity. Telcom Ventures has five business days following its
receipt of the notice to inform the Company of its desire to pursue the
Investment Opportunity. If Telcom Ventures does not wish to pursue the
Investment Opportunity, or fails to provide timely notice to the Company of its
interest, the Company may refer the Investment Opportunity to any third party.

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ADVANCES TO AND FROM TELCOM VENTURES AND RELATED PARTIES

The Limited Liability Company was capitalized in January 1994 with a
contribution of $16.7 million from Telcom Ventures in exchange for a 99%
interest in the Limited Liability Company. Telcom Ventures' capital contribution
consisted of $6.4 million in the form of assets, net of liabilities assumed,
formerly employed by the Founder Corporation and affiliates in the Company's
business, which were transferred to the Limited Liability Company at their
respective carrying values, and $10.3 million in cash received by Telcom
Ventures from the Carlyle Investors. The Founder Corporation and TC Group (on
behalf of the Carlyle Investors) received 0.75% and 0.25% interests in the
Limited Liability Company.

Since January 1, 1995, the Company made loans totaling $15.1 million to
Telcom Ventures at a variable interest rate of prime plus 3.0%, escalating at
0.25% increments at various intervals over the term of the debt. Prior to the
Offering, the amount of such advances, along with accrued interest thereon, will
be dividended to Telcom Ventures and used to repay the loans.

Immediately following the Offering, the Company will make a loan of $3.5
million to Telcom Ventures from proceeds of the Offering to assist Telcom
Ventures in paying certain taxes due in connection with the MCI Note Assumption.
Such loan will be repayable over five years, with equal quarterly principal
payments over the term of the loan. Interest will accrue at the rate of LIBOR
plus 1.75% and be payable quarterly. Such loan will be senior indebtedness of
Telcom Ventures.

During 1995, the Company converted outstanding receivables in the amount of
$1.4 million owed by Corporacion Mobilcom S.A. de C.V. (d/b/a Tricom), a company
in which Dr. Rajendra Singh and members of his family holds an 15.0% indirect
interest and of which the Carlyle Investors own through Telcom Ventures
approximately 4.5%, into promissory notes. The notes bear interest at
approximately 16.5% per annum, payable monthly. The principal amount and all
accrued interest was due in January 1996 and currently remain outstanding. The
Company expects payments to be made on these notes from capital contributions to
be made by the shareholders of this entity during 1996, including Dr. Singh and
such members of his family.

REGISTRATION RIGHTS

It is anticipated that, concurrently with the Offering, the Company, RF
Investors and MCI will enter into one or more registration rights agreements
which will relate to the Class A Common Stock issuable upon conversion of Class
B Common Stock or in the MCI Conversion, respectively. RF Investors and MCI have
or will have certain "demand" rights to require the Company to register their
Common Stock for sale and may register shares on a "piggyback" basis in
connection with most registered public offerings of securities of the Company.
RF Investors and MCI will be entitled to registration rights that would, among
other things, permit each of them to submit three demand registration requests
to the Company (and one of the RF Investors' demands may be exercised by the
Carlyle Investors following a distribution of shares of Common Stock by RF
Investors to Carlyle). See "Description of Capital Stock -- Certain
Relationships Between the Founder Corporation and the Carlyle Investors
Affecting the Company." Generally, the Company is required to use "best efforts"
to file a registration statement with the Commission within 90 days of receiving
such a request. However, once a year, the Company may defer a registration
request from RF Investors or MCI for a period of up to 90 days if the Board of
Directors makes a good faith determination that it would be "seriously
detrimental" to the Company to file a registration statement within the time
period otherwise required. The Company will pay all expenses (other than
underwriters' discounts and commissions) in connection with such registrations.

The Company intends to file a registration statement under the Securities
Act with respect to the 3,944,000 shares of Common Stock available upon exercise
of options under the Employee Plan, the Directors Plan and the Employee Stock
Purchase Plan.

CARLYLE OPTION DESIGNEE STOCK OPTIONS

The Company has reserved 100,000 shares of Class A Common Stock (subject to
anti-dilution adjustments in the event of a stock split, recapitalization or
similar transaction) for issuance pursuant to

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options to be granted to the Carlyle Option Designees (the "Carlyle Option
Designee Stock Options"). The option exercise price for the Carlyle Option
Designee Stock Options will be 100% of the fair market value of the Class A
Common Stock on the date of grant of the option. The applicable Carlyle Option
Designees will be granted an initial option to purchase 20,000 shares of Class A
Common Stock in connection with the Offering, and an additional option to
purchase 20,000 shares of Class A Common Stock on each of the next four
anniversaries of the initial date of grant. Options granted will vest
immediately. The options will expire no later than the fifth anniversary of the
date of grant.

THE EXCHANGEABLE NOTES

Since January 1, 1995, the Company has paid MCI approximately $1.4 million
in interest under the LCC Note. The Company presently intends to exercise its
option in August 1997 to cause the Exchangeable Notes to be exchanged for Class
A Common Stock. Immediately prior to the Merger the Company intends to assume
the Telcom Note. See "The MCI Notes, MCI Note Assumption and MCI Conversion" and
"The Merger."

FUTURE TRANSACTIONS WITH OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS

The Company has adopted a policy prior to the Offering pursuant to which it
will not permit future loans or other material transactions between the Company
and its officers, directors or principal stockholders, or affiliates of any of
them, for other than bona fide business purposes or on terms less favorable than
could reasonably be obtained from third parties, other than those involving the
performance or renewal of existing arrangements, unless approved by a majority
(or all, if there are two or fewer) of the independent directors of the Company
who have no interest in such transaction.

PROVISION OF SERVICES AND PRODUCTS TO TELCOM VENTURES AND PARTIES RELATED
THERETO

The Company provides engineering services and software products to Telcom
Ventures and various other companies owned, in part, by Telcom Ventures or its
members. Revenues earned since January 1, 1995 for such services and products
were approximately $5.0 million through June 30, 1996. Trade accounts receivable
from these related parties were approximately $2.2 million at June 30, 1996.

The Limited Liability Company shares office space and office equipment with
Telcom Ventures. The Limited Liability Company has allocated such costs between
the Limited Liability Company and Telcom Ventures on a usage basis as it has
deemed appropriate. Since January 1, 1995, the aggregate amount of such cost
allocated to Telcom Ventures was approximately $191,000 through June 30, 1996.
The amount of such costs owed to the Company is included as part of the loans
totaling $14.1 million made by the Company to Telcom Ventures as of June 30,
1996. Concurrently with the Offering, the Company and Telcom Ventures will enter
into an overhead and administrative services agreement. Pursuant to the overhead
and administrative services agreement, certain management personnel and other
employees of the Company will provide certain administrative services,
principally related to human resource management functions and, until the first
quarter of 1997, to administration of accounts payable and accounts receivable
systems and provisions of general office support services, to Telcom Ventures
and Telcom Ventures will sublease office space from the Company. Telcom Ventures
will be obligated to pay the Company a monthly fee for such administrative
services and office space based on a reasonable estimate of the Company's cost
of providing same. While this agreement is not the result of arm's length
negotiations, it is designed to reimburse the Company for its costs in providing
such services (including costs of personnel), and the Company believes that the
terms of such agreements are reasonable.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth, (i) as of the date hereof, as adjusted to
reflect the Merger and (ii) following the sale of Class A Common Stock by the
Selling Stockholder, certain information with respect to stock ownership of (a)
all persons known by the Company to be beneficial owners of five percent or more
of its outstanding Common Stock, (b) each of the Company's directors and (c) all
directors and executive officers as a group. Unless otherwise indicated, each of
the stockholders has sole voting and investment power with respect to the shares
shown as beneficially owned by them.

<TABLE>
<CAPTION>
PRE-OFFERING POST-OFFERING
------------------------- -------------------------
AMOUNT AND PERCENT OF AMOUNT AND PERCENT OF
NATURE OF COMMON NUMBER OF NATURE OF COMMON
NAME AND ADDRESS BENEFICIAL STOCK SHARES BEING BENEFICIAL STOCK
OF BENEFICIAL OWNER(1) OWNERSHIP OUTSTANDING OFFERED OWNERSHIP OUTSTANDING
<S> <C> <C> <C> <C> <C>
RF Investors(2)(4)................ 11,250,751 99.0% 2,250,000 9,000,751 64.3%
c/o 2300 Clarendon Blvd.
Arlington, Virginia 22201
Founder Corporation(3)(4)......... 11,335,984 99.7 2,250,000 9,085,984 64.5
c/o 2300 Clarendon Blvd.
Arlington, Virginia 22201
Rajendra Singh(3)(4)(5)(6)........ 11,335,984 99.7 2,250,000 9,145,984 64.7
c/o 2300 Clarendon Blvd.
Arlington, Virginia 22201
Neera Singh(3)(4)(5)(6)........... 11,335,984 99.7 2,250,000 9,145,984 64.7
c/o 2300 Clarendon Blvd.
Arlington, Virginia 22201
Mark D. Ein(6)(8)................. -- -- -- 10,000 *
c/o The Carlyle Group
1001 Pennsylvania Ave., NW
Washington, DC 20004
Arno A. Penzias(6)................ -- -- -- -- --
c/o Lucent Technologies/Bell
Labs
700 Mountain Ave.
Murray Hill, NJ 07974-0636
Piyush Sodha(7)(9)................ -- -- -- 181,720 1.3
c/o 2300 Clarendon Blvd.
Arlington, Virginia 22201
All Directors, and Executive
Officers as a Group (11
Persons)(10).................... 11,395,395 100.0 -- 9,841,405 66.3
</TABLE>

- ---------------

* Less than 0.1%.

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<PAGE> 64

- ---------------

(1) Unless otherwise noted, the Company believes that all of such shares are
owned of record by each individual named as beneficial owner and that such
individual has sole voting and dispositive power with respect to the shares
of Common Stock owned by each of them.

(2) Does not include the 85,233 shares of Class B Common Stock held by the
Founder Corporation or the 28,411 shares of Class A Common Stock held by TC
Group.

(3) Represents all outstanding shares of the Class B Common Stock, of which
85,233 shares are held by the Founder Corporation and the remainder of
which are held by RF Investors, a subsidiary of Telcom Ventures. Telcom
Ventures is owned 75% by the Founder Corporation and 25% by the Carlyle
Investors. The Founder Corporation is owned by the Singh Family Group. Dr.
Rajendra Singh and Neera Singh are the sole directors and executive
officers of the Founder Corporation. Does not include the 28,411 shares of
Class A Common Stock held by TC Group.

(4) The holders of the 85,233 shares of Class B Common Stock and 28,411 shares
of Class A Common Stock described in note 2 above intend to transfer such
shares to RF Investors following the Offering.

(5) The Post-Offering column includes options to acquire 60,000 shares of Class
B Common Stock that will be granted to Dr. Rajendra Singh and Neera Singh
and which are exercisable within 60 days of the date of the consummation of
the Offering.

(6) Director.

(7) Director/Executive Officer.

(8) Includes options to acquire 10,000 shares of Class A Common Stock that will
be granted to Mr. Ein and which are exercisable within 60 days of the date
of the consummation of the Offering. Mr. Ein is a Vice President of The
Carlyle Group, an affiliate of the Carlyle Investors. Mr. Ein disclaims
beneficial ownership of the shares of Common Stock owned indirectly by the
Carlyle Investors through its 25% ownership of RF Investors and its
ownership of TC Group, and any shares of stock issuable upon the exercise
of Carlyle Option Designee Stock Options.

(9) Consists entirely of shares issuable upon the exercise of stock options
that will be exercisable within 60 days of consummation of the Offering.

(10) Includes the shares held by RF Investors, the Founder Corporation and TC
Group and director and executive officer stock options which are
exercisable within 60 days of the date hereof, but does not include any
shares of stock issuable upon exercise of Carlyle Option Designee Stock
Options.

As of the date of this Prospectus, there are no agreements or other
arrangements or understandings known to the Company concerning the voting of the
Common Stock or otherwise concerning control of the Company other than those
described below. See "Description of Capital Stock -- Certain Relationships
Between the Founder Corporation and Carlyle Investors Affecting the Company."
There are no pre-emptive rights applicable to the Common Stock. See "Description
of Capital Stock."

DESCRIPTION OF CAPITAL STOCK

The following summary description of the capital stock of the Company is
based, in part, on the provisions of the Certificate of Incorporation and
Bylaws. The authorized capital stock of the Company consists of 70 million
shares of Class A Common Stock, 20 million shares of Class B Common Stock, and
10 million shares of preferred stock, par value $0.1 per share (the "Preferred
Stock").

COMMON STOCK

The Company has two classes of authorized Common Stock, Class A Common
Stock, which is being offered hereby, and Class B Common Stock. The Class A
Common Stock has one vote per share. The Class B Common Stock, which may be
owned only by Telcom Ventures and certain of its affiliates or a successor
thereof, has ten votes per share.

All outstanding shares of Class A Common Stock and Class B Common Stock
are, and all shares of Class A Common Stock and Class B Common Stock to be
outstanding upon consummation of the Offering will be, validly issued, fully
paid and nonassessable.

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<PAGE> 65

After the Offering and the Merger, RF Investors (together with the Founder
Corporation) will own all the outstanding shares of Class B Common Stock, which
will represent 94.8% of the combined voting power of both classes of Common
Stock. As a result, RF Investors will have the ability to elect all of the
Company's directors and will continue to control the Company. See "Risk
Factors -- Control of the Company by RF Investors." The Class B Common Stock,
which has effective control of the Company, is not being offered by this
Prospectus. Except as otherwise required by law, shares of Class A Common Stock
and Class B Common Stock vote together on all matters, including the election of
directors.

The Company may not issue any Class B Common Stock at any time after the
completion of the Offering. Each outstanding share of Class B Common Stock may,
at the option of the holder thereof, at any time, be converted into one share of
Class A Common Stock. Each share of outstanding Class B Common Stock shall
convert into one share of Class A Common Stock immediately upon transfer to any
holder other than the following (an "Eligible Class B Stockholder"): (i) Telcom
Ventures, one or more subsidiaries thereof or any successor to Telcom Ventures
or one or more subsidiaries thereof, (ii) the Founder Corporation or any
successor thereto, or (iii) any one or more of Dr. Rajendra Singh, Neera Singh,
other members of the immediate family of Dr. Rajendra and Neera Singh or their
lineal descendants, spouses of lineal descendants or lineal descendants of
spouses, or any trusts for the benefit of any of the foregoing. If the shares of
Class B Common Stock held by the Eligible Class B Stockholders in the aggregate
constitute 10% or less of the outstanding shares of Common Stock, each share of
Class B Common Stock shall immediately convert into one share of Class A Common
Stock. Each share of outstanding Class B Common Stock which is held by any
Eligible Class B Stockholder shall immediately convert into one share of Class A
Common Stock at such time as such holder is no longer an Eligible Class B
Stockholder.

Holders of Common Stock will have no cumulative voting rights and no
preemptive, subscription, or sinking fund rights. Subject to preferences that
may be applicable to any then outstanding Preferred Stock, holders of Common
Stock will be entitled to receive ratably such dividends as may be declared by
the Board of Directors out of funds legally available therefor. See "Dividend
Policy." In the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock will be entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding Preferred Stock.

PREFERRED STOCK

The Certificate of Incorporation authorizes the Board of Directors to
issue, from time to time and without further stockholder action, one or more
series of Preferred Stock, and to fix the relative rights and preferences of the
shares, including voting powers, dividend rights, liquidation preferences,
redemption rights and conversion privileges. The issuance of Preferred Stock may
have the effect of delaying, deferring or preventing a change in control of the
Company without further action by the stockholders. Preferred Stock issued with
voting, conversion or redemption rights may adversely affect the voting power of
the holders of Common Stock, and could discourage any attempt to obtain control
of the Company. As of the date of this Prospectus, the Board of Directors has
not authorized any series of Preferred Stock, and there are presently no
agreements or understandings for the issuance of any shares of Preferred Stock.

CERTAIN RELATIONSHIPS BETWEEN THE FOUNDER CORPORATION AND CARLYLE INVESTORS
AFFECTING THE COMPANY

The RF Investors and Telcom Ventures limited liability company agreements
provide that, for as long as the Carlyle Investors collectively own at least 5%
of the total membership interests of Telcom Ventures, Telcom Ventures shall vote
any and all shares of the Company held by it, and shall cause RF Investors to
vote any and all shares held by it, from time to time: (i) to elect as directors
of the Company two persons recommended by the Carlyle Investors and (ii) not
take any of the following actions without the consent of the Carlyle Investors:
(a) approve any amendment to the Certificate of Incorporation or the Bylaws of
the Company; (b) approve the incurrence by the Company of any debt (or the
granting of security relating to the incurrence of debt) if as a result of such
incurrence, the debt to equity ratio of the Company exceeds 6:1, or, if as a
result of such debt incurrence, the total outstanding debt of the Company
exceeds $50 million plus or minus, as the case may be, the cumulative net income
or net losses of the Company after January 1994;

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<PAGE> 66

(c) approve any new affiliated party transactions in excess of $150,000 or of
modifications to existing transactions, subject to certain limited exceptions;
(d) approve appointment of independent accountants of the Company other than one
of the "big six" accounting firms; or (e) approve certain events relating to
bankruptcy or insolvency of the Company.

The RF Investors and Telcom Ventures limited liability company agreements
provide for various rights of the Carlyle Investors to cause the distribution to
the Carlyle Investors of Common Stock held by RF Investors. Following the third
anniversary of the closing of the Offering, the Carlyle Investors will have the
right to cause the distribution to the Carlyle Investors (by RF Investors and
then Telcom Ventures), of up to the Carlyle Investors' indirect proportionate
interest in the shares of Common Stock then held by RF Investors which is in
excess of 10% of the Common Stock then outstanding (treating Class A Common
Stock and Class B Common Stock as a single class of Common Stock for this
purpose). The Carlyle Investors' initial indirect proportionate interest in RF
Investors is 25%, which interest will be recalculated following any
non-proportional distribution to the Carlyle Investors. Following the fifth
anniversary of the closing of the Offering, the Carlyle Investors will have the
right to cause the distribution to the Carlyle Investors (by RF Investors and
then Telcom Ventures), of up to the full amount of the Carlyle Investors' then
indirect proportionate interest in the shares of Common Stock, so long as the
Common Stock remaining held by RF Investors would leave RF Investors with at
least 51% of the voting power of the Common Stock then outstanding. Upon the
first distribution to the Carlyle Investors, the Carlyle Investors will have the
right to exercise one of the three rights held by RF Investors to demand
registration of shares of Common Stock under the Securities Act. "Certain
Transactions -- Registration Rights." The ability of the Carlyle Investors to
require distributions of Class A Common Stock or demand a registration thereof
would be subject to a determination by an investment banker reasonably
acceptable to RF Investors and the Carlyle Investors that such action would not
materially adversely impact the market for the Common Stock.

CARLYLE OPTION DESIGNEE STOCK OPTIONS

The Company has reserved 100,000 shares of Class A Common Stock (subject to
anti-dilution adjustments in the event of a stock split, recapitalization or
similar transaction) for issuance pursuant to options to be granted to the
Carlyle Option Designees. The option exercise price for the Carlyle Option
Designee Stock Options will be 100% of the fair market value of the Class A
Common Stock on the date of grant of the option. The applicable Carlyle Option
Designees will be granted an initial option to purchase 20,000 shares of Class A
Common Stock in connection with the Offering, and an additional option to
purchase 20,000 shares of Class A Common Stock on each of the next four
anniversaries of the initial date of grant. Options granted will vest
immediately. The options will expire no later than the fifth anniversary of the
date of grant.

ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS
OF DIRECTORS

The Bylaws establish an advance notice procedure with regard to the
nomination, other than by the Board of Directors, of candidates for election as
directors (the "Nomination Procedure") and with regard to certain matters to be
brought before an annual meeting of stockholders of the Company (the "Business
Procedure"). The Nomination Procedure requires that a stockholder give prior
written notice, in specified form, of a planned nomination to the Board of
Directors to the Secretary of the Company. Any person who is not so nominated
will not be eligible for election as a director under the Nomination Procedure.
Under the Business Procedure, a stockholder seeking to have any business
conducted at an annual or special meeting must give prior written notice, in
specified form, to the Secretary of the Company. If business is not properly
brought before such meeting in accordance with the Business Procedure, such
business will not be transacted at such meeting. Although the Bylaws do not give
the Board of Directors any power to approve or disapprove stockholder
nominations for the election of directors or any other business desired by
stockholders to be conducted at an annual or special meeting, the Bylaws (i) may
have the effect of precluding a nomination for the election of directors or
precluding the conduct of business at a particular meeting if the proper
procedures are not followed or (ii) may discourage or deter a third party from
conducting a solicitation of proxies to elect

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its own slate of directors or otherwise attempting to obtain control of the
Company, even if the conduct of such solicitation or such attempt might be
beneficial to the Company and its stockholders.

LIMITATION OF LIABILITY

The Certificate of Incorporation provides that to the fullest extent
permitted by law, no director of the Company will be liable to the Company or
its stockholders for monetary damages for any breach of fiduciary duty as a
director. The Delaware Law permits such limitation of liability except for (i)
any breach of the director's duty of loyalty to the Company or its stockholders;
(ii) acts or omissions not in good faith or involving intentional misconduct or
a knowing violation of law; (iii) approval of certain unlawful dividends or
stock purchases or redemptions; and (iv) any transaction from which the director
derived an improper personal benefit. In appropriate circumstances, equitable
remedies such as an injunction or other forms of non-monetary relief would
remain available under Delaware Law.

SECTION 203 OF DELAWARE LAW

The Company will be subject to the provisions of Section 203 of Delaware
Law ("Section 203"). Under Section 203, a Delaware corporation may not engage in
a business combination with an interested stockholder for a period of three
years after the date such person became an interested stockholder, unless (i)
prior to such date, the board of directors approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder; (ii) upon consummation of the transaction which resulted
in such person becoming an interested stockholder, the interested stockholder
owned at least 85% of the corporation's voting stock outstanding at the time the
transaction commenced (excluding the number of outstanding shares owned by (a)
persons who are directors and officers and (b) employees through certain
employee stock plans); or (iii) subsequent to such date, the business
combination is approved by the board of directors and authorized by the
affirmative vote of at least two-thirds of the outstanding voting stock that is
not owned by the interested stockholder. Section 203 defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
interested stockholder, including certain types of mergers, consolidations,
asset transfers and other transactions resulting in a financial benefit to the
interested stockholder. "Interested stockholder" means a person who owns 15% or
more of the corporation's outstanding voting stock, or an affiliate and
associate of such person who has owned 15% or more of the corporation's voting
stock within a three-year period immediately prior to the date of such
determination.

LISTING

The Class A Common Stock offered hereby has been approved for listing on
the Nasdaq National Market under the symbol "LCCI," subject to official notice
of issuance.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Class A Common Stock is American
Stock Transfer & Trust Company.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offering, there has been no established public market for the
Class A Common Stock. After the consummation of the Offering, substantial sales
of Class A Common Stock could adversely affect the price of the Class A Common
Stock in the public market.

Upon completion of the Offering, 14,114,395 shares of Common Stock will be
outstanding (assuming no exercise of the Over-Allotment Option), none of which
will be freely transferable without restriction or further registration under
the Securities Act, other than the 5,000,000 shares of Class A Common Stock
offered hereby. As of the completion of the Offering, the Company's existing
stockholders will continue to own an aggregate of 9,114,395 shares of Common
Stock, assuming no exercise of the Over-Allotment Option. All of

65
<PAGE> 68

such shares of Common Stock are deemed to be "restricted securities" as that
term is defined in Rule 144, promulgated under the Securities Act.

In general, under Rule 144, a person (or persons whose shares are
aggregated with shares held by another person) who is not an affiliate of the
Company and who has satisfied a two-year holding period may, under certain
circumstances, sell within any three-month period a number of restricted
securities which does not exceed the greater of one percent of the shares
outstanding or the average weekly trading volume during the four calendar weeks
preceding the notice of sale required by Rule 144. In addition, Rule 144
permits, under certain circumstances, the sale of restricted securities, without
any quantity limitations, by a person who is not an affiliate of the Company and
who has satisfied a three-year holding period. Under Rule 144, RF Investors, the
Founder Corporation and TC Group may be deemed to have acquired more than two
years ago the Common Stock held by them and accordingly, each may be able to
commence public sale of any of its Common Stock pursuant to Rule 144 beginning
90 days after the Offering, except as provided by its "lock-up" agreement with
the Underwriters described below. MCI may be able, at the time of the MCI
Conversion (anticipated to be in August 1997), to commence public sale pursuant
to Rule 144 of the Common Stock received by MCI.

The Selling Stockholder, the Founder Corporation, the TC Group and
executive officers and directors of the Company have agreed not to, directly or
indirectly, sell, offer, contract to sell, grant any option to purchase or
otherwise dispose of any of their shares of Common Stock for a period of 180
days from the date of this Prospectus, without the prior written consent of DLJ,
notwithstanding any Rule 144 exemption which may be available to such
stockholder. Subject to such "lock-up" arrangements, which may be terminated
earlier at the discretion of DLJ, commencing 180 days after the date of this
Prospectus there may be 9,229,604 restricted shares of Common Stock available
for sale pursuant to Rule 144. The Company intends to file one or more
registration statements under the Securities Act with respect to the
approximately 3,944,000 shares of Common Stock available upon exercise of
options under the Employee Plan, the Employee Stock Purchase Plan and the
Directors Plan. Finally, RF Investors has and upon the MCI Conversion MCI will
have certain "demand" rights to require the Company to register their Class A
Common Stock for sale and to register shares on a "piggyback" basis in
connection with most registered public offerings of securities of the Company.
RF Investors and MCI are or will be entitled to registration rights that would,
among other things, permit each of RF Investors and MCI to submit three demand
registration requests to the Company (and one of the RF Investors demands may be
exercised by the Carlyle Investors following a distribution of shares of Common
Stock by RF Investors to Carlyle -- see "Description of Capital Stock -- Certain
Relationships Between the Founder Corporation and Carlyle Investors Affecting
the Company"). Generally, the Company is required to use "best efforts" to file
a registration statement with the Commission within 90 days of receiving such a
request. However, once a year, the Company may defer a demand registration
request for a period of up to 90 days if the Board of Directors makes a good
faith determination that it would be "seriously detrimental" to the Company to
file a registration statement within the time period otherwise required. See
"Certain Transactions -- Registration Rights."

UNDERWRITING

Subject to the terms and conditions contained in the Underwriting Agreement
(the "Underwriting Agreement"), the Underwriters named below have severally
agreed to purchase from the Company and the Selling Stockholder, and the Company
and the Selling Stockholder have agreed to sell to the Underwriters, an
aggregate of 5,000,000 shares of Class A Common Stock at the Offering price per
share, less the underwriting discounts and commissions set forth on the cover of
this Prospectus. The number of shares of Class A Common Stock that each
Underwriter has agreed to purchase is set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation.......................
Alex. Brown & Sons Incorporated...........................................
Oppenheimer & Co., Inc....................................................
---------
Total........................................................... 5,000,000
</TABLE>

66
<PAGE> 69

The Underwriting Agreement provides that the obligation of the several
Underwriters to purchase and accept delivery of the shares of Class A Common
Stock offered hereby are subject to approval of certain legal matters by their
counsel and to certain other conditions. If any shares of Class A Common Stock
are purchased by the Underwriters pursuant to the Underwriting Agreement, all
such shares (other than shares covered by the Over-Allotment Option) must be
purchased by the Underwriters.

The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.

The Underwriters have advised the Company that they propose to offer the
shares of Class A Common Stock to the public initially at a price to the public
set forth on the cover page of this Prospectus and to certain dealers (who may
include the Underwriters) at such price, less a concession not to exceed
$ per share. The Underwriters may allow, and such dealers may re-allow,
a concession not in excess of $ per share to any other Underwriter and
certain other dealers. After the Offering, the Offering price and other selling
terms may be changed by the Underwriters.

The Company and the Selling Stockholder have granted to the Underwriters
the Over-Allotment Option to purchase up to an aggregate of 750,000 additional
shares (412,500 shares from the Company and 337,500 shares from the Selling
Stockholder) of Class A Common Stock at the Offering price net of underwriting
discounts and commissions, solely to cover over-allotments. The Over-Allotment
Option may be exercised at any time within 30 days after the date of this
Prospectus. To the extent that the Underwriters exercise the Over-Allotment
Option, each of the Underwriters will be committed, subject to certain
conditions, to purchase a number of option shares proportionate to such
Underwriter's initial commitment as indicated in the preceding table and the
Company and Selling Stockholder will have committed to sell such shares to the
Underwriters. If purchased, the Underwriters will sell such additional 750,000
shares on the same terms on which the 5,000,000 shares are being offered.

The Underwriters have requested that the Selling Stockholder and the other
stockholder and executive officers and directors of the Company agree not to
offer, sell, transfer, contract to sell, grant any option to purchase or
otherwise dispose of any Common Stock or securities convertible into or
exercisable or exchangeable for Common Stock or, in any manner, transfer all or
a portion of the economic consequences associated with the ownership of Common
Stock or cause to be filed with the Commission a registration statement with
respect thereto, for a period of 180 days after the date of this Prospectus
without prior written consent of DLJ. See "Shares Eligible for Future Sale."

The Class A Common Stock has been approved for listing on the Nasdaq
National Market under the symbol "LCCI," subject to official notice of issuance.

Certain Underwriters and their affiliates have engaged in and may in the
future engage in commercial banking and investment banking transactions with the
Company and its affiliates in the ordinary course of business.

The Underwriters have informed the Company that they do not expect sales to
discretionary accounts by the Underwriters to exceed five percent of the total
number of shares of Class A Common Stock offered by them.

At the request of the Company, up to 250,000 shares of Common Stock offered
hereby have been reserved for sale to certain individuals, including directors
and employees of the Company and of other entities with whom directors of the
Company are affiliated, and members of their families. The price of such shares
to such persons will be Offering price. The number of shares available to the
general public will be reduced to the extent such persons purchase reserved
shares. Any shares not so purchased will be offered hereby to the general public
at the Offering price.

The Company has an agreement with Mr. Jack Markell pursuant to which Mr.
Markell provided certain consulting and financial advisory services to the
Company, including assisting the Company with respect to the

67
<PAGE> 70

Offering. Pursuant to this agreement, Mr. Markell will be entitled to receive a
fee equal to 0.25% of the proceeds received by the Company and RF Investors from
the Offering.

Prior to the Offering, there has been no public market for the shares of
Class A Common Stock. The initial price to the public for the shares of Class A
Common Stock will be determined by negotiation among the Company, the Selling
Stockholder and the Representatives. Among the factors considered in determining
the initial price to the public include the history of and the prospects for the
industry in which the Company competes, the past and present operations of the
Company, the historical results of operations of the Company, the prospects for
future earnings of the Company, the recent market prices of securities of
generally comparable companies and the general condition of the securities
markets at the time of the Offering.

LEGAL MATTERS

The validity of the shares of Class A Common Stock offered hereby and
certain other legal matters regarding the shares of Class A Common Stock will be
passed upon for the Company by Hogan & Hartson L.L.P., Washington, D.C. Certain
legal matters in connection with the Offering will be passed upon for the
Underwriters by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York.

EXPERTS

The consolidated financial statements and Schedule of the Company as of
December 31, 1995 and December 31, 1994, and for each of the years in the three
year period ended December 31, 1995, included in this Prospectus, and in the
Registration Statement have been included herein and in the Registration
Statement in reliance upon the reports by KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein and in the Registration
Statement, and upon the authority of said firm as experts in accounting and
auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission in Washington, D.C. a
Registration Statement on Form S-1 under the Securities Act with respect to the
shares of Class A Common Stock being offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules to the Registration Statement. For further information
about the Company and the Class A Common Stock offered hereby, reference is made
to the Registration Statement and to the exhibits and schedules filed therewith.
The statements contained in this Prospectus with respect to the contents of an
agreement or other document referred to herein are not necessarily complete and,
in each instance, reference is made to a copy of such contract or document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by reference to the provisions of the relevant documents. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected at the Public Reference facilities of the Commission located at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the offices of the Commission located at 500 West Madison Street, Room 1400,
Chicago, Illinois 60661, and at 7 World Trade Center, Suite 1300, New York, New
York 10048; and copies of such material can be obtained upon request and payment
of the appropriate fee from the Public Reference Section of the Commission
located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission maintains a World Wide Web site (http://www.sec.gov) that
contains material regarding issuers that file electronically with the
Commission. This Registration Statement has been so filed and may be obtained at
such site.

68
<PAGE> 71

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Independent Auditors' Report.......................................................... F-2
Consolidated Statements of Operations of LCC, L.L.C. and Subsidiaries for the years
ended December 31, 1993, 1994 and 1995 and six months ended June 30, 1995 and
1996................................................................................ F-3
Consolidated Balance Sheets of LCC, L.L.C. and Subsidiaries as of December 31, 1994
and
1995 and June 30, 1996.............................................................. F-4
Consolidated Statements of Members' Capital of LCC, L.L.C. and Subsidiaries for the
years
ended December 31, 1993, 1994 and 1995 and six months ended June 30, 1996........... F-5
Consolidated Statements of Cash Flows of LCC, L.L.C. and Subsidiaries for the years
ended December 31, 1993, 1994 and 1995 and six months ended June 30, 1995 and
1996................................................................................ F-6
Notes to Consolidated Financial Statements............................................ F-7
</TABLE>

- ---------------

* LCC International, Inc. (LCCI) was formed on June 4, 1996 and was capitalized
on June 13, 1996 with $150. Financial statements of LCCI have not been
presented herein because LCCI has no significant assets, liabilities (actual
or contingent), or operations and such financial statements are, therefore,
not material to this Registration Statement or investors' understanding of the
Offering.

F-1
<PAGE> 72

INDEPENDENT AUDITORS' REPORT

The Members' Committee
LCC, L.L.C. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of LCC, L.L.C.
and Subsidiaries (the "Company") as of December 31, 1994 and 1995, and the
related consolidated statements of operations, members' capital, and cash flows
as of and for each of the years in the three year period ended December 31,
1995. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of LCC, L.L.C.
and Subsidiaries as of December 31, 1994 and 1995, and the results of their
operations and their cash flows for each of the years in the three year period
ended December 31, 1995 in conformity with generally accepted accounting
principles.

Washington, DC

March 15, 1996, except for note 19
which is as of May 17, 1996

F-2
<PAGE> 73

LCC, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
AND SIX MONTHS ENDED JUNE 30, 1995 AND 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
------------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Service revenues.......................... $30,712 $41,063 $64,016 $29,249 $39,281
Product revenues.......................... 29,595 34,992 40,445 17,311 21,083
------- ------- ------- ------- -------
Total revenues................................. 60,307 76,055 104,461 46,560 60,364
------- ------- ------- ------- -------
Cost of revenues:
Cost of service revenues.................. 21,087 29,185 45,682 21,431 26,103
Cost of product revenues.................. 16,026 21,299 25,455 11,550 14,719
------- ------- ------- ------- -------
Total cost of revenues......................... 37,113 50,484 71,137 32,981 40,822
------- ------- ------- ------- -------
Gross profit................................... 23,194 25,571 33,324 13,579 19,542
------- ------- ------- ------- -------
Operating expenses:
Sales and marketing....................... 4,146 4,987 5,823 2,934 3,041
General and administrative................ 5,799 8,802 10,108 4,977 5,965
Non-cash compensation (note 13)........... -- 3,255 4,646 2,372 3,599
Depreciation and amortization............. 1,838 2,020 3,699 1,351 2,522
------- ------- ------- ------- -------
Total operating expenses....................... 11,783 19,064 24,276 11,634 15,127
------- ------- ------- ------- -------
Operating income............................... 11,411 6,507 9,048 1,945 4,415
------- ------- ------- ------- -------
Other income (expense):
Interest income........................... 243 496 625 394 332
Interest expense.......................... (97) (717) (2,818) (1,034) (1,627)
Other..................................... (231) 721 1,027 195 1,670
------- ------- ------- ------- -------
Total other income (expense)................... (85) 500 (1,166) (445) 375
------- ------- ------- ------- -------
Income before income taxes..................... 11,326 7,007 7,882 1,500 4,790
Provision for income taxes (note 9)............ 829 2,037 3,142 758 1,769
------- ------- ------- ------- -------
Net income..................................... $10,497 $ 4,970 $ 4,740 $ 742 $ 3,021
======= ======= ======= ======= =======
Pro forma income data (unaudited) (note 3):
Income before income taxes................ $ 7,882 $ 4,790
Pro forma provision for income taxes (note
9)...................................... 3,153 1,916
------- -------
Pro forma net income (unaudited).......... $ 4,729 2,874
======= =======
Pro forma net income per share (unaudited):.... $ .36 $ .21
======= =======
Weighted average number of common shares and
common share equivalents (unaudited):........ 15,500 15,500
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-3
<PAGE> 74

LCC, L.L.C. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1994 AND 1995 AND JUNE 30, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
JUNE 30,
1994 1995 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents (note 4)........................ $18,469 $ 6,571 $ 5,431
Short-term investments.................................... 453 778 739
Receivables, net of allowance for doubtful accounts of
$2,796, $3,131, and $4,275 at December 31, 1994 and
1995,
and June 30, 1996, respectively:
Trade accounts receivable............................ 14,363 28,293 29,457
Due from related parties and affiliates (notes 5 and
8)................................................. 5,901 2,938 3,422
Notes receivable from affiliate (note 5)............. -- 1,382 1,398
Unbilled receivables (note 3)........................ 6,807 6,096 9,594
Inventory (note 6)........................................ 4,572 4,949 5,583
Prepaid expenses and other current assets................. 1,656 300 1,097
------- ------- -------
Total current assets........................................... 52,221 51,307 56,721
Property and equipment, net (note 7)........................... 4,019 5,440 5,340
Software development costs, net of accumulated amortization of
$131, $1,058, and $1,807 at December 31, 1994 and 1995 and
June 30, 1996, respectively.................................. 1,797 3,745 4,486
Notes receivable (note 19)..................................... -- -- 6,650
Investments in joint ventures (note 8)......................... 321 1,403 2,057
Other assets (note 19)......................................... 228 146 5,427
------- ------- -------
$58,586 $62,041 $80,681
======= ======= =======
LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
Note payable (notes 10 and 20)............................ $ -- $10,000 $20,000
Accounts payable.......................................... 2,308 2,170 4,775
Accrued expenses (note 13)................................ 10,780 11,137 12,862
Deferred revenue.......................................... 1,706 3,137 3,069
Income taxes payable (note 9)............................. 2,775 6,312 7,701
Due to related parties and affiliates (notes 2 and 5)..... 2,700 73 137
Other current liabilities................................. 449 829 1,230
------- ------- -------
Total current liabilities...................................... 20,718 33,658 49,774
Convertible subordinated debt (note 11)........................ 20,000 20,000 20,000
Obligations under Incentive Plans, net of current portion (note
13).......................................................... 3,342 8,623 12,441
Other liabilities.............................................. 588 4 600
------- ------- -------
Total liabilities.............................................. 44,648 62,285 82,815
Commitments and contingencies (notes 12, 13, 14, and 15).......
Members' capital............................................... 13,938 (244) (2,134)
------- ------- -------
$58,586 $62,041 $80,681
======= ======= =======
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-4
<PAGE> 75

LCC, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBERS' CAPITAL
YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
AND SIX MONTHS ENDED JUNE 30, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
NOTES
ADDITIONAL RECEIVABLE
COMMON PAID-IN RETAINED MEMBERS' FROM MEMBER
STOCK CAPITAL EARNINGS CAPITAL (NOTE 5) TOTAL
-------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1992......... $ 13 $ 71 $ 9,347 $ -- $ -- $ 9,431
Dividends paid........................ -- -- (7,658) -- -- (7,658)
Net income............................ -- -- 10,497 -- -- 10,497
------- ------- ------- ------- ------- -------
Balances at December 31, 1993......... 13 71 12,186 -- -- 12,270
Net assets retained by LCC,
Incorporated by Telcom Ventures upon
its formation (note 2).............. (13) (71) (4,233) -- -- (4,317)
Capital contributed to LCC, L.L.C. by
Telcom Ventures upon its formation,
net (note 2)........................ -- -- (6,351) 16,690 -- 10,339
Dividends paid........................ -- -- -- (9,285) -- (9,285)
Net income (note 2)................... -- -- (1,602) 6,572 -- 4,970
Cumulative foreign currency
translation adjustment.............. -- -- -- (39) -- (39)
------- ------- ------- ------- ------- -------
Balances at December 31, 1994......... -- -- -- 13,938 -- 13,938
Loan to member (note 5)............... -- -- -- -- (9,382) (9,382)
Dividends paid........................ -- -- -- (9,500) -- (9,500)
Net income............................ -- -- -- 4,740 -- 4,740
Cumulative foreign currency
translation adjustment.............. -- -- -- (40) -- (40)
------- ------- ------- ------- ------- -------
Balances at December 31, 1995......... -- -- -- 9,138 (9,382) (244)
Loan to member (unaudited)............ -- -- -- -- (4,754) (4,754)
Net income (unaudited)................ -- -- -- 3,021 -- 3,021
Cumulative foreign currency
translation adjustment
(unaudited)......................... -- -- -- (157) -- (157)
------- ------- ------- ------- ------- -------
Balances at June 30, 1996
(unaudited)......................... $ -- $ -- $ -- $ 12,002 $ (14,136) $ (2,134)
======= ======= ======= ======= ======= =======
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-5
<PAGE> 76

LCC, L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
AND SIX MONTHS ENDED JUNE 30, 1995 AND 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
-------------------
1993 1994 1995 1995 1996
-------- ------- -------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income....................................... $ 10,497 $ 4,970 $ 4,740 $ 742 $ 3,021
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization............... 1,838 2,020 3,699 1,351 2,522
Provision for doubtful accounts............. 556 2,083 622 206 1,565
Loss (income) from investments in joint
ventures, net............................. 33 (181) (732) (143) (753)
Gain on disposition of joint venture, net... -- -- -- -- (514)
Changes in operating assets and liabilities:
Trade, unbilled, and other
receivables........................... (17,953) (9,513) (12,260) (4,227) (8,211)
Accounts payable and accrued expenses... 3,522 3,609 216 (2,170) 4,330
Inventory............................... (955) (2,245) (377) (35) (634)
Other current assets and liabilities.... (1,652) 3,987 4,077 375 (1,427)
Other noncurrent assets and
liabilities........................... (101) 3,273 4,772 2,687 (1,023)
-------- ------- -------- -------- -------
Net cash (used in) provided by operating
activities......................................... (4,215) 8,003 4,757 (1,214) (1,124)
-------- ------- -------- -------- -------
Cash flows from investing activities:
Decrease (increase) in short-term investments,
net............................................ 2,313 (89) (325) (484) 39
Purchases of property and equipment.............. (1,882) (2,403) (4,222) (2,382) (1,437)
Purchase of investment held as agent for
affiliate...................................... (15,253) -- -- -- --
Increase in capitalized software................. -- (1,927) (2,876) (1,315) (1,727)
Investment in joint ventures..................... (23) (150) (350) (250) (787)
Issuance of notes receivable from uncombined
affiliate...................................... (3,096) -- -- -- (5,150)
Proceeds from sale of joint venture.............. -- -- -- -- 3,800
Other............................................ 102 -- -- -- --
-------- ------- -------- -------- -------
Net cash (used in) provided by investing
activities......................................... (17,839) (4,569) (7,773) (4,431) (5,262)
-------- ------- -------- -------- -------
Cash flows from financing activities:
Decrease in outstanding checks in excess of bank
balances....................................... (886) -- -- -- --
Borrowing under line of credit/note.............. 30,399 -- 10,000 10,000 10,000
Proceeds from subordinated debt.................. -- 20,000 -- -- --
Distributions and loans to member................ -- (4,850) (9,382) (5,310) (4,754)
Payments of dividends............................ (7,658) (9,285) (9,500) (9,500) --
-------- ------- -------- -------- -------
Net cash provided by (used in) financing
activities......................................... 21,855 5,865 (8,882) (4,810) 5,246
-------- ------- -------- -------- -------
Net (decrease) increase in cash and cash
equivalents........................................ (199) 9,299 (11,898) (10,455) (1,140)
Cash and cash equivalents at beginning of period..... 9,369 9,170 18,469 18,469 6,571
-------- ------- -------- -------- -------
Cash and cash equivalents at end of period........... $ 9,170 $18,469 $ 6,571 $ 8,014 $ 5,431
======== ======= ======== ======== =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest.................................... $ 85 $ 717 $ 2,372 $ 766 $ 676
Income taxes................................ 965 261 506 90 380
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-6
<PAGE> 77

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND SIX MONTHS ENDED JUNE 30, 1995 AND 1996

(1) DESCRIPTION OF OPERATIONS

The Company is a leading provider of integrated services and products
relating to the design and engineering of wireless communications systems. The
services and products provided by the Company are as follows:

SERVICES

Engineering and design services -- The Company provides engineering and
design services for cellular phone system operators, personal communication
system (PCS) operators and other wireless communication system providers.
These services are predominately provided on a time-and-material or
fixed-price contract basis.

Program management services -- The Company provides program management
services related to the build-out of wireless communications systems.

PRODUCTS

Software products -- The Company develops and markets proprietary
software and data, which support the design and operation of wireless
communications systems.

Hardware products -- The Company designs, assembles and sells field
measurement equipment used in the implementation, testing and maintenance of
wireless communications systems.

The Company operates in a highly competitive environment subject to rapid
technological change and emergence of new technologies. Future revenues are
dependent upon the re-engineering of existing wireless communications systems,
introduction of existing wireless technologies into new markets, the entrance of
new wireless providers into existing markets and the introduction of new
technologies. Although the Company believes that its services and products are
transferable to emerging technologies, rapid changes in technology could have an
adverse financial impact on the Company.

The Company's existing and potential customer base is diverse and includes
start-up companies and foreign enterprises. Although the Company believes that
the diversity of its customer base minimizes the risk of incurring material
losses due to concentrations of credit risk, it may be exposed to a declining
customer base in periods of market downturns, severe competition, or
international developments.

(2) FORMATION OF LIMITED LIABILITY COMPANY

LCC, L.L.C. is the successor to the business formerly conducted by LCC,
Incorporated and certain of its affiliates. The transactions pursuant to which
LCC, L.L.C. was formed are described below.

On January 3, 1994, LCC, Incorporated and certain of its affiliates, Telcom
Solutions, Incorporated, LCC International Corporation, and Eurofon,
Incorporated (herein collectively referred to as LCC, Incorporated and
affiliates) and their shareholders consummated a transaction pursuant to which
certain affiliates of The Carlyle Group acquired a 25.0 percent interest in
Telcom Ventures, L.L.C. (Telcom Ventures), a newly formed limited liability
company for $38,000,000.

Upon the consummation of this transaction, substantially all the assets and
liabilities of LCC, Incorporated and affiliates were transferred to Telcom
Ventures at their carrying value. LCC, Incorporated and affiliates retained
assets totaling $4,317,000, which consisted of certain related party notes
receivable, investments in certain joint ventures, and a 20.0 percent limited
partnership interest in Eurofon, Incorporated & Co. KG. (EKG).

F-7
<PAGE> 78

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LCC, L.L.C., a Delaware limited liability company, was formed on January 4,
1994, as the successor entity to LCC, Incorporated and affiliates. In
conjunction with the formation of LCC, L.L.C., Telcom Ventures made a capital
contribution of $16,690,000 to LCC, L.L.C. in exchange for a 99.0 percent
interest in LCC, L.L.C. Telcom Ventures' capital contribution consisted of
$6,351,000 of the net assets and liabilities formerly employed by LCC,
Incorporated and affiliates, which were transferred to LCC, L.L.C. at their
carrying values, and $10,339,000 of the Carlyle Group's contribution to Telcom
Ventures. Upon the formation of LCC, L.L.C., Telcom Ventures retained an
investment in Wireless Ventures of Brazil, Inc. totaling $15,253,000 which had
been held by LCC, Incorporated and affiliates on behalf of its shareholders and
the Carlyle Group as of December 31, 1993.

In connection with such transactions, a total of $1,602,000 was required to
be paid to certain employees. LCC, Incorporated recorded this amount as an
expense in 1994 prior to the formation of LCC, L.L.C. This liability was
transferred to LCC, L.L.C. upon its formation. At December 31, 1994, the
remaining unpaid amounts associated with the termination and cancellation of the
Plan of $1,000,000 is included in due to related parties and affiliates within
the accompanying consolidated balance sheet. Such amount was paid in 1995.

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.

CASH EQUIVALENTS

Cash equivalents include all highly liquid investments purchased with
original maturities of three months or less.

SHORT-TERM INVESTMENTS

Short-term investments consist of certificates of deposit and other highly
liquid investments with maturity dates of more than three months from the date
of acquisition. Investments are carried at cost plus accrued interest which
approximates their market value.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially expose the Company to concentration
of credit risk consist primarily of trade receivables. The Company sells its
services and products globally. Generally, the Company does not require
collateral or other security to support customer receivables. The Company
performs ongoing credit evaluations of its customers' financial condition and
maintains reserves for potential credit losses. The Company had the following
significant concentrations of trade receivables from customers located outside
the United States at December 31, 1994 and 1995:

<TABLE>
<CAPTION>
1994 1995
------ ------
(IN THOUSANDS)
<S> <C> <C>
Latin America............................................... $3,049 $5,293
Europe...................................................... 4,802 3,070
Middle East................................................. 279 1,550
Asia Pacific................................................ 2,006 5,644
</TABLE>

F-8
<PAGE> 79

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INVENTORY

Inventory, net of allowance for obsolete and slow moving inventory,
consists of parts and accessories for field measurement and test equipment and
is stated at the lower of cost, determined on an average cost basis, or market
value.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less an allowance for
depreciation. Replacements and major improvements are capitalized; maintenance
and repairs are charged to expense as incurred.

Depreciation is calculated using the straight-line method over the
estimated useful lives of the assets which range from three to seven years. The
costs of leasehold improvements are capitalized and amortized using the
straight-line method over the shorter of their useful lives or the terms of the
respective leases.

RESEARCH AND DEVELOPMENT EXPENDITURES

The Company capitalizes software development costs, principally wages and
contractor fees, when incurred, after establishing the commercial and
technological feasibility of the product. These costs are amortized using the
greater of the ratio of current product revenue to total current and anticipated
product revenue or the straight-line method over the software's estimated
economic life, generally ten to forty-eight months. During 1993, 1994, and 1995
the company recognized software amortization costs of approximately $0, $131,000
and $927,000, respectively.

The Company periodically performs an evaluation of the net realizable value
of its capitalized software development costs. This evaluation requires
considerable judgment by management with respect to certain external factors
including, but not limited to, anticipated future revenues, estimated product
economic life, and changes in technology. No capitalized software development
costs were written off in 1993 or 1994. Approximately $130,000 of software
development costs were written off in 1995.

All other research and development expenditures are expensed in the period
incurred. The amount of other research and development costs was $512,000,
$477,000 and $479,000 in 1993, 1994 and 1995, respectively.

INVESTMENTS IN JOINT VENTURES

The Company uses the equity method of accounting for its investments in,
advances to and the earnings and losses of its joint ventures.

REVENUE RECOGNITION

The Company's principal sources of revenue are engineering and design
services, program management services, sales of field measurement and testing
equipment and software license agreements. The Company recognizes revenue from
long-term fixed price contracts using the percentage-of-completion method, based
on individual contract costs incurred to date compared with total estimated
contract costs. Anticipated contract losses are recognized as soon as they
become known and estimable. The Company recognizes revenue from software
licenses either at the time the software is delivered and accepted or ratably
over the contract term depending on the nature of the license arrangement.
Revenue on sales of field measurement and testing equipment is recognized at the
time the merchandise is shipped. Revenue from consulting and other software
related services is recognized as such services are rendered. Revenue from post
contract customer support (maintenance) agreements is recognized ratably over
the period during which the services are to be

F-9
<PAGE> 80

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

performed. Revenue earned but not yet billed is reflected as unbilled
receivables in the accompanying consolidated balance sheets. The Company expects
substantially all unbilled receivables to be billed and collected in one year.

INCOME TAXES

As a limited liability company, the Company is not directly subject to U.S.
Federal income taxes. Instead, the members are responsible for Federal income
taxes on their proportionate share of taxable income. Members are also entitled
to a proportionate share of tax deductions and credits.

Generally, the Company is not subject to U.S. state and local income taxes
as the majority of states recognize the flow-through nature of a limited
liability company. This practice follows the U.S. Federal tax rules and,
accordingly, the members are taxed by the states based upon their allocated
taxable income or loss. States which do not recognize the limited liability
company as a flow-through entity require the Company to be taxed as if it were a
corporation. Where this is the case, the Company has established a provision for
these income taxes.

Certain of the Company's international operations are subject to local
income taxation. Currently, the Company is subject to taxation on income from
certain operations in Europe, Latin America, the Far East, the Middle East and
the non-U.S. portions of North America where the Company has established branch
offices or has performed significant services that constitute a "permanent
establishment" for tax reporting purposes. Foreign taxes account for a
significant portion of the provision for income taxes as reflected in the
Company's consolidated statements of operations (see note 9). The foreign taxes
paid or accrued by the Company represent a potential credit for the members
against their federal income taxes. Where applicable, these credits are
allocated to the members based upon their proportionate membership interests in
the Company.

PRO FORMA INCOME DATA (UNAUDITED)

In connection with the Company's planned initial public offering of Class A
Common Stock, the Company intends to convert to a Subchapter C corporation under
the Internal Revenue Code of 1986, as amended (the IRC). Accordingly, the
accompanying pro forma information has been prepared as if the Company was
treated as a Subchapter C corporation for Federal and state income tax purposes
from January 1, 1995.

Pro forma income per share information has been computed by dividing pro
forma net income by the pro forma weighted average number of common shares and
common share equivalents outstanding. Common share equivalents include all
outstanding stock options after applying the treasury stock method and the
Company's and Telcom Ventures' convertible subordinated debt. Common stock
options granted during the 12-month period preceding the date of the Company's
initial public offering have been included in the calculation of weighted
average common shares outstanding for all periods presented based on a per share
price of $14.

FOREIGN CURRENCY TRANSLATION

Gains and losses on translation of the accounts of the Company's foreign
operations where the local currency is the functional currency are accumulated
and included in the cumulative foreign currency translation adjustment within
the accompanying consolidated statement of members' capital. Foreign currency
transaction gains and losses are recognized currently in the consolidated
statements of operations.

PERVASIVENESS OF ESTIMATES

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of

F-10
<PAGE> 81

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimated.

UNAUDITED INTERIM INFORMATION

The unaudited interim information for the six months ended June 30, 1995
and 1996, has been prepared in accordance with generally accepted accounting
principles for interim financial information and with instructions to Article 10
of Regulation S-X. In the opinion of management, such information contains all
adjustments, consisting only of normal recurring adjustments, considered
necessary for a fair presentation of such periods. The operating results for the
six months ended June 30, 1996 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1996.

RECLASSIFICATION OF PRIOR-YEARS' BALANCES

Prior-years' balances have been reclassified to conform with the
current-year presentation.

(4) CASH AND CASH EQUIVALENTS

At December 31, cash and cash equivalents consisted of the following:

<TABLE>
<CAPTION>
1994 1995
------- ------
(IN THOUSANDS)
<S> <C> <C>
Cash in banks.............................................. $ 2,495 $1,402
Overnight repurchase agreements............................ 7,998 1,158
Short-term commercial paper................................ 7,976 4,011
------- ------
$18,469 $6,571
======= ======
</TABLE>

(5) RELATED PARTY TRANSACTIONS

During 1994 and 1995, the Company provided engineering services and
software products to Telcom Ventures and various other companies owned, in part,
by Telcom Ventures or its members, as well as the Telemate joint venture (see
note 8). Revenues earned during 1994 and 1995 for services and products provided
to these customers were approximately $11.3 million and $3.5 million,
respectively. Trade accounts receivables from these related parties were $5.2
million and $2.2 million at December 31, 1994 and 1995, respectively, and are
included in due from related parties in the accompanying consolidated balance
sheets. Also during calendar 1995, program management services were provided to
the Company by the Koll Joint Venture (see note 8).

During 1994 and 1995, the Company made certain payments on behalf of Telcom
Ventures and its members which consisted primarily of payroll services, fringe
benefit payments, facility related charges, business insurances and foreign tax
payments. At December 31, 1994 and 1995, outstanding amounts associated with
these payments totaling $568,000 and $311,000, respectively, are included in due
from related parties and affiliates within the accompanying consolidated balance
sheets.

At December 31, 1994, due to related parties and affiliates included
certain amounts due to a member of Telcom Ventures as well as approximately
$1,286,000 due to Telcom Ventures for the "excess working capital" transferred
to the Company upon its formation, as defined in the agreement executed between
LCC, Incorporated and its affiliates and the Carlyle Group in January 1994 (see
note 2). These balances were paid in 1995.

F-11
<PAGE> 82

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notes receivable consists of two promissory notes due from an entity owned
approximately 4.5 percent by a 100 percent-owned subsidiary of Telcom Ventures
and approximately 15.0 percent by a member of Telcom Ventures. The notes bear
interest at approximately 16.5 percent and are payable monthly. Late payments
are subject to an additional charge of 2.0 percent on the entire unpaid
principal balance and any outstanding interest. All outstanding principal is due
in 1996. Interest income recorded on the notes was $104,000 for the year ended
December 31, 1995. The Company expects payment to be made on these notes from
capital contributions to be made by the shareholders of this entity during 1996,
including Telcom Ventures and the member of Telcom Ventures.

In May 1995, the Company entered into a revolving promissory note with
Telcom Ventures under which it had advanced $9,382,000 to Telcom Ventures as of
December 31, 1995. The note bears a variable interest rate of prime plus 3.0
percent, escalating at .25 percent increments at various intervals over the term
of the debt. At December 31, 1995, the note carried an interest rate of prime
plus 3.25 percent or 11.75 percent. Outstanding principal together with all
accrued interest is due May 30, 2001. The note is reflected as a reduction of
members' capital in the accompanying statements of members' capital.

(6) INVENTORY

At December 31, 1994 and 1995, inventory consisted of the following:

<TABLE>
<CAPTION>
1994 1995
------ ------
(IN THOUSANDS)
<S> <C> <C>
Field measurement and test equipment........................ $3,568 $4,450
Parts and accessories....................................... 1,004 840
------ ------
4,572 5,290
Less -- reserve for obsolete and slow moving inventory...... -- 341
------ ------
$4,572 $4,949
====== ======
</TABLE>

(7) PROPERTY AND EQUIPMENT

Property and equipment at December 31, 1994 and 1995, consisted of the
following:

<TABLE>
<CAPTION>
1994 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Computer equipment........................................ $ 7,840 $ 9,760
Furniture and office equipment............................ 2,595 3,145
Purchased computer software............................... 802 2,174
Leasehold improvements.................................... 629 1,003
Vehicles.................................................. 229 235
------- -------
12,095 16,317
Less accumulated depreciation and amortization............ 8,076 10,877
------- -------
$ 4,019 $ 5,440
======= =======
</TABLE>

Beginning in 1995, purchased computer software includes the external costs
of the conversion of the Company's financial information system.

F-12
<PAGE> 83

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) INVESTMENTS IN JOINT VENTURES

The Company's investments in joint ventures at December 31, 1994 and 1995,
consisted of the following:

<TABLE>
<CAPTION>
1994 1995
---- ------
(IN THOUSANDS)
<S> <C> <C>
Telemate S.A. ............................................... $102 $ 886
Koll Telecommunications, L.L.C. ............................. 219 517
---- ------
$321 $1,403
==== ======
</TABLE>

The Company had a 50.0 percent interest in Telemate S.A. (Telemate), which
provides consulting services in connection with the implementation and operation
of mobile communications systems in certain countries in Europe, Asia and Latin
America. The Company provides design engineering services and software products
to Telemate. Revenues earned related to these services were approximately
$1,900,000, $4,420,000, and $1,797,000 in 1993, 1994, and 1995, respectively.
Due from related parties and affiliates included approximately $1,221,000 and
$554,000, due from Telemate for the years ended December 31, 1994 and 1995,
respectively.

The unaudited condensed financial statements of Telemate as of and for the
years ended December 31, 1993, 1994, 1995, were as follows:

<TABLE>
<CAPTION>
1993 1994 1995
------ ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
CONDENSED STATEMENTS OF OPERATIONS
Revenues.......................................... $3,821 $11,623 $16,567
Cost and expenses................................. 3,877 11,165 15,255
------ ------- -------
Net (loss) income................................. $ (56) $ 458 $ 1,312
====== ======= =======
CONDENSED BALANCE SHEETS
Current assets.................................... $3,613 $ 6,398 $ 8,220
Noncurrent assets................................. 748 2,916 3,376
Current liabilities............................... 2,527 5,261 5,334
Noncurrent liabilities............................ 153 -- 369
Stockholders' equity.............................. 1,681 4,053 5,893
</TABLE>

The Company sold its investment in Telemate in January 1996 (see note 19).

The Company's investments also include a 33 1/3 percent interest in Koll
Telecommunications Services, L.L.C. (Koll), which was formed in October 1994
with two other unrelated entities. Koll provides site acquisition and
construction management services to operators of wireless communications
systems. The Company's interest in Koll was received in exchange for a cash
investment of $150,000. During 1995, the Company contributed an additional
$350,000. Operating costs and expenses of the Company include services provided
by Koll, in the amount of $537,000 in 1995.

F-13
<PAGE> 84

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The unaudited condensed financial statements of Koll as of and for the
three months ended December 31, 1994 and the 12 months ended December 31, 1995
were as follows:

<TABLE>
<CAPTION>
1994 1995
----- ------
(IN THOUSANDS)
<S> <C> <C>
CONDENSED STATEMENTS OF OPERATIONS
Revenues.................................................... $ 160 $3,017
Cost and expenses........................................... 216 2,908
----- ------
Net (loss) income........................................... $ (56) $ 109
===== ======
CONDENSED BALANCE SHEETS
Current assets.............................................. $ 297 $1,841
Noncurrent assets........................................... 44 82
Current liabilities......................................... 97 726
Stockholders' equity........................................ 244 1,197
</TABLE>

(9) INCOME TAXES

U.S. state and local income tax expense is generated from activities
conducted in the several states that do not recognize the limited liability
company as a flow-through entity and, therefore, require the Company to be taxed
as if it were a corporation. Foreign income tax expense is generated from
business conducted in countries where the Company has established branch offices
or has performed significant services that constitute a "permanent
establishment" for tax reporting purposes.

Income tax expense consists of the following:

<TABLE>
<CAPTION>
1993 1994 1995
---- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
U.S. -- state and local.............................. $ -- $ -- $ 345
---- ------ ------
North America........................................ -- 105 20
Latin America........................................ 29 617 831
Europe............................................... 584 973 481
Middle East.......................................... 87 18 310
Asia Pacific......................................... 129 324 1,155
---- ------ ------
Foreign.............................................. 829 2,037 2,797
---- ------ ------
Total................................................ $829 $2,037 $3,142
==== ====== ======
</TABLE>

The unaudited pro forma provisions for income taxes presented in the
consolidated statements of operations for the year ended December 31, 1995 and
the interim period ended June 30, 1996, represents an estimate of the taxes that
would have been recorded had the Company been a Subchapter C corporation as of

F-14
<PAGE> 85

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 1, 1995. The unaudited pro forma provisions for income taxes for the
year ended December 31, 1995, and the three month period ended June 30, 1996,
consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1996
------------ ---------
(IN THOUSANDS)
<S> <C> <C>
Pro forma (unaudited):
Federal.......................................... $ 736 $ 543
State............................................ 604 366
Foreign.......................................... 1,813 1,007
------ ------
Total pro forma....................................... $3,153 $ 1,916
====== ======
</TABLE>

A reconciliation of the statutory Federal income tax rate and the unaudited
pro forma effective rate for the year ended December 31, 1995, and the six month
period ended June 30, 1996, follows.

DECEMBER 31, JUNE 30,
1995 1996
------------ -----------
PRO FORMA PRO FORMA
------------ -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Statutory federal income tax rate............................ 35.0% 35.0%
Effect of:
State and local income taxes, net of federal tax
benefit................................................. 5.0 5.0
Foreign................................................. 23.0 21.0
Tax credits, net........................................ (23.0) (21.0)
----- -----
Effective tax rate........................................... 40.0% 40.0%
===== =====
</TABLE>

(10) NOTE PAYABLE

In May 1995, the Company entered into a $15,000,000 financing facility with
Nomura Holding America Inc. At December 31, 1995, $10,000,000 had been drawn
against the facility. At each six-month anniversary of issuance while the
facility remains outstanding, the original interest rate of prime plus 3.0
percent will increase by .25 percent. At December 31, 1995, the facility carried
an interest rate of prime plus 3.25 percent or 11.75 percent. All unpaid
principal and interest due under the facility is payable no later than May 30,
1997. The facility was secured by the pledging of substantially all of the
Company's assets and Telcom Ventures' membership interest in the Company and was
guaranteed by Telcom Ventures.

The financing facility contained certain covenants restricting additional
indebtedness and payment of dividends, as well as requiring the maintenance of
certain financial ratios. At December 31, 1995, the Company was in violation of
certain of these covenants. However, subsequent to year-end, the Nomura facility
was purchased by Chase Manhattan Bank, N.A. (Chase) and the obligation to Nomura
was satisfied (see note 19).

(11) CONVERTIBLE SUBORDINATED DEBT

In June 1994, the Company issued to a third-party investor a $20,000,000
convertible Subordinated Note Due 2000 (the Subordinated Note). The Subordinated
Note bears interest at a rate equal to the higher of 6.8 percent, payable
semiannually or an amount which approximates their return had they converted
into a membership interest from the date when the Subordinated Note was issued.
The entire principal amount of the Subordinated Note is due in June 2000. Upon
the occurrence of certain specified events (including any merger of the Company
with another company or any sale of substantially all of the Company's assets),
the Subordinated Note will automatically be exchanged for an 8.0 percent
membership interest in the Company.

F-15
<PAGE> 86

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In addition, the investor has the right to exchange the Subordinated Note for an
8.0 percent membership interest in the Company: (1) at any time during the
45-day period commencing on the third through fifth anniversaries of the
issuance of the Subordinated Note; (2) in the event the Company effects a public
offering; and (3) upon the occurrence of certain other specified events. The
Company has the right to exchange the Subordinated Note for an 8.0 percent
membership interest in the Company: (1) in the event the Company effects a
public offering; (2) if the investor does not exchange the Subordinated Note
during the 45-day period commencing on the third through fifth anniversaries of
the issuance of the Subordinated Note; and (3) upon the occurrence of certain
other specified events.

In June 1994, Telcom Ventures issued a $30,000,000 convertible Subordinated
Note Due 2000 (the Telcom Ventures Subordinated Note) to the same investor. Upon
the occurrence of certain specified events (including any merger of the Company
with another company or any sale of substantially all of the Company's assets),
the Telcom Ventures Subordinated Note will automatically be exchanged for a 12.0
percent membership interest in the Company. In addition, the investor has the
right to exchange the Telcom Ventures Subordinated Note for a 12.0 percent
membership interest in the Company: (1) at any time during the 45-day period
commencing on the third through fifth anniversaries of the issuance of the
Telcom Ventures Subordinated Note; (2) in the event the Company effects a public
offering; and (3) upon the occurrence of certain other specified events. Telcom
Ventures has the right to exchange the Telcom Ventures Subordinated Note for a
12.0 percent membership interest in the Company: (1) in the event the Company
effects a public offering; (2) if the investor does not exchange the Telcom
Ventures Subordinated Note during the 45-day period commencing on the third
through fifth anniversaries of the issuance of the Telcom Ventures Subordinated
Note; and (3) upon the occurrence of certain other specified events. The Company
has fully and unconditionally guaranteed the obligations of Telcom Ventures
under the Telcom Ventures Subordinated Note.

(12) HEALTH AND RETIREMENT PLANS

The Company has a defined contribution profit sharing plan under Section
401(k) of the IRC that provides for voluntary employee contributions of 1.0 to
15.0 percent of compensation for substantially all employees. The Company makes
a matching contribution of 50.0 percent of an employee's contribution up to 6.0
percent of each employee's compensation. Company contributions and other
expenses associated with the plan were approximately $194,000, $383,000, and
$419,000 for the years ended December 31, 1993, 1994, and 1995, respectively.

The Company is self-insured for group health, life, and short and long-term
disability claims below certain specified limits.

(13) INCENTIVE PLANS

PHANTOM MEMBERSHIP PLAN

In April 1994, the Company adopted the Phantom Membership Plan (the Phantom
Membership Plan). Under the Phantom Membership Plan, the Members Committee is
authorized to grant awards (Phantom Membership Awards) to those employees of the
Company whose responsibilities and decisions, in the Members Committee's
opinion, affect the long-term sustained growth and profitability of the Company.

Each Phantom Membership Award entitles the recipient thereof to receive, no
later than May 1 of each year, an annual award based on a specified percentage
of the Company's net earnings for the preceding fiscal year. The Phantom
Membership Plan also includes a long-term award. Under the long-term award, once
a Phantom Membership Award is fully vested, the recipient has the right to
require the Company to purchase, and the Company has the right to require such
recipient to sell, all or any portion of the recipient's Phantom Membership
Award. The purchase price is equal to the specified percentage relating to such
Phantom

F-16
<PAGE> 87

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Membership Award multiplied by the portion of the Phantom Membership Award being
purchased, multiplied by the then-current "deemed fair market value" of the
Company or, for certain employees, the fair market value as determined by
appraisal. As defined in the Phantom Membership Plan, "deemed fair market value"
is equal to 14 times the Company's income before interest and taxes for the
calendar year preceding the date of the calculation. In general, Phantom
Membership Awards become fully vested on either the third or fifth anniversary
of the grant thereof, as determined by the recipient in his or her discretion at
the time his or her Phantom Membership Award is granted.

In the event of a public offering of the Company's securities under the
Securities Act of 1933, each fully vested outstanding Phantom Membership Award
is automatically converted into a number of shares of the Company's capital
stock equal to the specified percentage relating to such Phantom Membership
Award, multiplied by the total number of shares of the Company's capital stock
to be issued and outstanding immediately following the closing of the public
offering. In the event of the acquisition by third party of 75 percent or more
of the outstanding membership interest or assets of the Company, each fully
vested and outstanding Phantom Membership Award is converted into a membership
interest equal to the specified percentage relating to such Phantom Membership
Award, multiplied by the total membership interests to be issued and outstanding
immediately prior to the closing of the transaction (assuming conversion in full
of all Phantom Membership Awards which are then outstanding and fully vested).

As of December 31, 1994 and 1995, 44 and 40 employees, respectively, had
been granted Phantom Membership Awards, and the aggregate Applicable Percentage
of all outstanding Phantom Membership Awards was 6.5 percent and 6.4 percent,
respectively. Compensation expense related to the annual award feature of the
Phantom Membership Plan was $530,000 and $608,000 for 1994 and 1995,
respectively, the liability for which is included in accrued expenses in the
accompanying consolidated balance sheets. Non-cash compensation related to the
long-term award feature of the Phantom Membership Plan was $3,255,000 and
$4,646,000 for 1994 and 1995, respectively, the liability for which is included
in obligation under incentive plans in the accompanying consolidated balance
sheets. Prior to 1995, certain Awards under the Phantom Membership Plan were
recognized over the estimated service period of the employee. The Company has
changed the method of accounting for the awards to reflect compensation expense
over the vesting period to better match the expense with the period earned by
the employee. All periods presented have been revised to reflect this change in
accounting.

INCENTIVE COMPENSATION PLAN

In September 1994, the Company adopted an Incentive Compensation Plan (the
Incentive Compensation Plan). Under the Incentive Compensation Plan, the Members
Committee is authorized to grant awards (Incentive Awards) to those employees of
the Company whose responsibilities and decisions, in the Members Committee's
opinion, affect the long-term sustained growth and profitability of the Company.

Each Incentive Award entitles the recipient thereof to receive a cash
payment on the date specified in the corresponding award agreement. To date, all
Incentive Awards granted under the Incentive Compensation Plan are payable on
the third anniversary of the grant thereof. At the discretion of the Members
Committee, participating employees may borrow a portion of the total amount of
their Incentive Awards.

As of December 31, 1994 and 1995, 20 and 60 employees, respectively, had
been granted Incentive Awards under the Incentive Compensation Plan.
Compensation expense accrued in connection with the distribution of the value of
vested Incentive Awards was $87,000 and $635,000 for the years ended December
31, 1994 and 1995, respectively, which has been included in obligations under
incentive plans, net of current portion in the accompanying consolidated balance
sheets.

F-17
<PAGE> 88

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(14) LEASE COMMITMENTS

The Company leases office facilities and certain equipment, principally in
the United States, under operating leases expiring on various dates over the
next eight years. The lease agreements include renewal options and provisions
for rental escalations based on the Consumer Price Index and require the Company
to pay for executory costs such as taxes and insurance. The lease agreements
also allow the Company to elect an early out provision by giving notice and
paying certain lease termination penalties.

Benefits associated with a rent abatement period and certain lease
incentives for office facilities are reflected ratably over the period of the
lease. The total deferred rent benefit was approximately $1,870,000 and
$1,434,000 at December 31, 1994 and 1995, respectively.

In November 1995, the Company gave notice of early lease termination to one
of its landlords and recorded the lease termination penalty thereon in its
calendar 1995, financial statements. In May 1996, the Company entered into
10-year and 5-year facility lease agreements effective March 1, 1997 and July 1,
1997, respectively. Future minimum rental payments related to these leases, as
well as the termination payments for existing leases, are included in the
balances below (see note 19).

Future minimum rental payments under non-cancelable operating leases,
excluding executory costs, are as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
1996........................................................... $ 4,688
1997........................................................... 3,103
1998........................................................... 3,130
1999........................................................... 3,192
2000........................................................... 3,256
Thereafter..................................................... 21,922
-------
$ 39,291
=======
</TABLE>

Rent expense under operating leases was approximately $2,035,000,
$2,761,000, and $3,545,000 for the years ended December 31, 1993, 1994, and
1995, respectively.

(15) CONTINGENCIES

The Company is party to various legal proceedings and claims incidental to
their business. Management does not believe that these matters will have a
material adverse effect on the consolidated results of operations or financial
condition of the Company.

The Company has fully and unconditionally guaranteed the obligations of
Telcom Ventures under the Telcom Ventures Subordinated Note (see note 11).

(16) GEOGRAPHIC DATA

The Company maintains subsidiaries in France and Germany. These entities
primarily operate in the country in which they are domiciled. The remaining
sales to Europe and principally all of the export sales to Latin America, Middle
East-Africa and Asia-Pacific are U.S. services and products.

F-18
<PAGE> 89

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Export sales by geographic region are as follows:

<TABLE>
<CAPTION>
1993 1994 1995
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
North America.................................... $ 231 $ 1,260 $ 3,330
Latin America.................................... 5,229 5,990 8,200
Europe........................................... 23,605 17,400 9,290
Middle East-Africa............................... 667 850 3,310
Asia-Pacific..................................... 5,102 5,570 16,730
------- ------- -------
Total export sales............................... $34,834 $31,070 $40,860
======= ======= =======
</TABLE>

Revenues generated from one customer were approximately $6.6 million, $14.0
million and $14.7 million, or 11.0 percent, 18.0 percent, and 14.0 percent of
total revenues for 1993, 1994, and 1995, respectively.

(17) QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
1994
----------------------------------------------------
1ST 2ND 3RD 4TH FULL
QUARTER QUARTER QUARTER QUARTER YEAR
------- ------- ------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues...................................... $14,880 $15,940 $20,710 $24,525 $ 76,055
Operating income.............................. 594 543 2,877 2,493 6,507
Income before income taxes.................... 607 513 3,599 2,288 7,007
Net income.................................... 186 135 2,751 1,898 4,970

<CAPTION>
1995
----------------------------------------------------
1ST 2ND 3RD 4TH FULL
QUARTER QUARTER QUARTER QUARTER YEAR
------- ------- ------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues...................................... $21,140 $25,420 $25,137 $32,764 $104,461
Operating income.............................. 1,118 827 1,310 5,793 9,048
Income before income taxes.................... 906 594 897 5,485 7,882
Net income.................................... 536 206 376 3,622 4,740
</TABLE>

(18) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amount and estimated fair value
of the Company's financial instruments in accordance with SFAS No. 107
"Disclosure about Fair Value of Financial Instruments".

<TABLE>
<CAPTION>
1994 1995
------------------- -------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Assets:
Notes receivable from affiliate.................... $ -- $ -- $ 1,382 $ 1,382
Notes receivable from member....................... -- -- 9,382 9,382
Liabilities:
Note payable....................................... -- -- 10,000 10,000
Convertible subordinated debt...................... 20,000 20,000 20,000 20,000
Off balance sheet -- letters of credit.................. 300 303 441 450
</TABLE>

The carrying amounts of financial instruments, including cash and cash
equivalents, accounts and notes receivable and accounts payable approximated
fair value as of December 31, 1994 and 1995, because of the relatively short
duration of these instruments.

F-19
<PAGE> 90

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES RECEIVABLE FROM MEMBER -- the carrying value of the notes receivable
from member approximated the fair value as the receivable is treated as a deemed
distribution to owners.

CONVERTIBLE SUBORDINATED DEBT -- the carrying value of the convertible
subordinated debt approximated fair value as of December 31, 1994 and 1995,
based upon the Company's borrowing activities and assessment of current prices
offered for similar loans.

LETTERS OF CREDIT -- the fair value of letters of credit was estimated
based on fees currently charged for similar agreements or the estimated cost to
terminate or settle the obligations.

Financial guarantees are conditional commitments issued by the Company to
guarantee the payment of certain liabilities of unconsolidated affiliates. As of
December 31, 1994 and 1995, one such guarantee was outstanding, which was issued
to support a borrowing arrangement (see note 11). The Company's exposure for
this guarantee is equal to the contractual amount of the guarantee of
$30,000,000 at December 31, 1994 and 1995.

(19) SUBSEQUENT EVENTS

In January 1996, the Company sold its 50.0 percent interest in Telemate and
granted certain distribution rights for the Company's software and hardware
products for $3,800,000. Approximately $1,400,000 of the proceeds were received
for the Company's investment in Telemate, resulting in a gain of approximately
$514,000, which was recognized by the Company in its calendar 1996 first quarter
results. The remaining proceeds of $2,400,000 were recorded as deferred revenue
and are being amortized to income over the 24 month life of the distribution
agreement.

In March 1996, the Company adopted an Employee Option Plan for certain key
executives under which the Members' Committee may grant options for up to an
aggregate 6 percent interest in the Company. The options were granted in March
1996 at an exercise price generally equal to fair market value at time of grant
and generally become exercisable at 20.0 percent a year over a five-year period.
Unexercised options generally expire ten years after issuance.

In March 1996, the Nomura Facility (see note 10) was purchased by Chase.
Also in March, additional draws aggregating $10.0 million were made by the
Company, resulting in a total outstanding balance under the facility of $20.0
million. The terms and conditions of the Nomura Facility remained intact with
the exception of interest rate which was subsequently revised such that interest
on the loans will accrue at the announced prime commercial lending rate of Chase
plus .25%. The additional $10.0 million draws were used to fund two investments
in customers. One investment consists of loans aggregating $6.5 million. The
loans are convertible into shares of non-voting common stock at the Company's
option, upon the satisfaction of certain conditions. In connection with this
investment, the Company obtained a commitment from the customer to purchase
services and products aggregating $65.0 million over the next five years. The
other investment consists of an equity investment of $5.0 million. In connection
with this investment, the Company obtained a commitment from the customer for
the purchase of services and products aggregating $55.0 million over the next
five years.

In May 1996, the Company entered into 10-year and 5-year facility lease
agreements effective March 1, 1997 and July 1, 1997, respectively. The lease
agreements contain renewal options for up to three five-year periods. The lease
agreements also provide for the Company to pay real estate taxes and certain
other operating costs of the properties. Lease termination costs associated with
the current facility leases of $1.4 million were recorded in the calendar 1995
financial statements. Future lease payments associated with the new lease are
included in future minimum rental payments in note 14.

(20) REFINANCING OF NOTE PAYABLE (UNAUDITED)

In June 1996, the Company entered into a new three year revolving credit
and five year term loan facility with Chase which replaced the March 1996
facility (see note 19). Under the facility, Chase has extended (1) a revolving
credit facility in an aggregate principal amount not to exceed the lesser of
$12.5 million or

F-20
<PAGE> 91

LCC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

80 percent of the Company's receivables which are deemed "eligible" as a basis
for obtaining credit and (2) a term loan in the amount of $7.5 million. Interest
on the loans will accrue at the Company's election at either (1) a variable rate
determined with reference to the higher of (a) the Federal Funds rate plus 1/2
of 1 percent, and (b) the announced prime lending rate of Chase or (2) a fixed
rate determined with reference to the London Interbank Market. In addition, an
interest margin will be added to the variable rate or fixed rate (as applicable)
based on the Company's cash flow leverage ratio, as periodically determined.

At June 30, 1996, the Company was in violation of certain financial ratios
required to be maintained under its agreement with Chase. The Company has
obtained a waiver of such covenant violations from Chase. At June 30, 1996, the
Company has classified the note payable as a current liability in the
accompanying consolidated balance sheet.

F-21
<PAGE> 92

GLOSSARY OF TERMS

"A-block auction" -- An auction held by the FCC to award 30 MHz PCS
licenses for 51 MTAs. The A-block auction, held in conjunction with the B-block
auction, was concluded in March 1995, and licenses were awarded on June 23,
1995.

"alphanumeric" -- A message or other type of readout containing both
letters ("alphas") and numbers ("numerics"). In cellular, "alphanumeric memory
dial" is a special type of dial-from-memory option that displays both the name
of the individual and that individual's phone number on the cellular phone
handset. The name also can be recalled by using the letters on the phone keypad.
By contrast, standard memory dial recalls numbers from number-only locations.

"AMPS" -- Advanced Mobile Phone Service. The United States analog cellular
standard.

"analog" -- A method of storing, processing and transmitting information
through the continuous variation of a signal.

"antenna" -- A device for transmitting and/or receiving signals.

"B-block auction" -- An auction held by the FCC to award 30 MHz PCS
licenses for 51 MTAs. The B-block auction, held in conjunction with the A-block
auction, was concluded in March 1995, and licenses were awarded on June 23,
1995.

"base station" -- A fixed site with network equipment that is used for RF
communications with mobile stations, and is part of a cell, or a sector within a
cell, and is backhauled to an MTSO or other part of a cellular system.

"Broadband PCS" -- High frequency, next generation wireless services.

"BTA" -- Basic Trading Area. A service area designed by Rand McNally and
adopted by the FCC to promote the rapid deployment and ubiquitous coverage of
PCS and providers. There are 493 BTAs in the United States.

"C-block auction" -- An auction held by the FCC to award 30 MHz PCS
licenses for 493 BTAs to entrepreneurial businesses having gross revenues of
less than $125 million in each of the last two years and total assets of less
than $500 million. Bidding credits and installment payment options were granted
to small businesses having average gross revenues for the preceding three years
of less than $40 million. The C-block auction was concluded in May 1996.
Licenses have not yet been awarded.

"CDMA" -- Code Division Multiple Access. A digital wireless transmission
technology for use in cellular telephone communications, PCS and other wireless
communications systems. CDMA is a spread spectrum technology in which calls are
assigned a pseudo random code to encode digital bit streams. The coded signals
are then transmitted over the air on a frequency between the end user and a cell
site, where they are processed by a base station. CDMA allows more than one
wireless user to simultaneously occupy a single RF band.

"cell" -- The basic geographic unit of a cellular system.

"cellular network" -- A telephone system based on a grid of "cells"
deployed at 800 MHz. Each cell contains transmitters, receivers and antennas,
and is connected to switching gear and control equipment.

"cell-splitting" -- Adding a cell to overlap coverage of an existing site,
which adds capacity to the area served by that existing site.

"channel" -- A single path, either RF or voice, for transmitting electrical
signals.

"CTIA" -- Cellular Telecommunications Industry Association. An industry
group in North America comprised primarily of cellular telephone service
companies and, recently, some PCS license holders.

"D-block auction" -- An auction to be held by the FCC to award 10 MHz PCS
licenses for 493 BTAs. In March 1996, the FCC proposed rule changes for the
D-block auction, and final rules have not been announced. The FCC has stated its
intention to commence the D-block auction in the summer of 1996.

"DCS" -- Digital Communications Service. A GSM-based system in the PCS
band.

"digital" -- A method of storing, processing and transmitting information
through the use of distinct electronic or optical pulses that represent the
binary digits 0 and 1. Digital transmission/switching

G-1
<PAGE> 93

technologies employ a sequence of discrete, distinct pulses to represent
information, as opposed to the continuously variable analog signal.

"digital protocols" -- Methodologies that serve to manage the communication
for digital signal transmission. CDMA and TDMA are examples of high level
digital protocols.

"E-block auction" -- An auction to be held by the FCC to award 10 MHz PCS
licenses for 493 BTAs. In March 1996, the FCC proposed rule changes for the
E-block auction, and final rules have not been announced. The FCC has stated its
intention to commence the E-block auction in the summer of 1996.

"ESMR" -- Enhanced Specialized Mobile Radio is a radio communications
system that employs digital technology with a multi-site configuration that
permits frequency reuse but used in the SMR frequencies, offering enhanced
dispatch services to traditional analog SMR users.

"ETACS" -- Enhanced Total Access Cellular System. The European analog
cellular standard.

"F-block auction" -- An auction to be held by the FCC to award 10 MHz PCS
licenses for 493 BTAs. Under current rules, the auction would be open only to
entrepreneurial businesses (having gross revenues of less than $125 million in
cash in each of the last two years and total assets of less than $500 million)
or businesses owned by minorities and/or women. In March 1996, the FCC proposed
rule changes for the F-block auction, including making the rules race- and
gender-neutral. Final rules have not been announced. The FCC has stated its
intention to commence the F-block auction in the summer of 1996.

"FCC" -- Federal Communications Commission. The government agency
responsible for regulating telecommunications in the United States.

"frequency" -- The number of cycles per second, measured in hertz, of a
periodic oscillation or wave in radio propagation.

"Global Positioning System" -- A satellite-based network provided by the
U.S. government which allows the user thereof to pinpoint precisely his or her
location at any place in the world.

"GSM" -- Global System for Mobile Communications. A distributed open
networking architecture standard for digital wireless systems world-wide.

"hand-off" -- The act of transferring communication with a mobile unit from
one base station to another. A hand-off transfers a call from the current base
station to the new base station.

"hertz: -- A measurement of electromagnetic energy, equivalent to one
"wave" or cycle per second.

"iDEN" -- Integrated Dispatch Enhanced Network. iDEN is a technology and a
network solution for providing communications services in the SMR spectrum.

"INFLEXION" -- A technology for providing voice narrowband PCS developed by
Motorola.

"infrastructure equipment" -- Fixed infrastructure equipment consisting of
base stations, base station controllers, antennas, switches, management
information systems and other equipment making up the backbone of the wireless
communication system that receives, transmits and processes signals from and to
subscriber equipment and/or between wireless systems and the public switched
telephone network.

"IS-136" -- North American Interim Standard-digital TDMA system
specification.

"KHz" -- Kilohertz (one thousand hertz).

"LMDS" -- Local Multipoint Distribution System. A system that delivers
video programming services over microwave channels received by subscribers with
a special antenna. Operates at a higher frequency, has more spectrum allocated
to it, and has more channel capacity than MMDS.

"MHz" -- megahertz (millions of hertz).

"microcells" -- Cell sites with small coverage radius. Antenna heights are
generally low, being 40 feet in height or less.

"microcell site" -- comprised of a microcell base station and electrical
and transmission termination equipment. This equipment provides the radio
interface between the PCS network and the customer's handset, and differs from
the mini base station in its reduced physical dimensions and included integrated
antennas. These units are the size of a medium-sized suitcase, allowing mounting
on walls and poles.

G-2
<PAGE> 94

"MMDS" -- Multichannel multipoint distribution system. A system that
delivers video programming services over microwave channels received by
subscribers with a special antenna. Sometimes referred to as "wireless cable
systems".

"MTA" -- Major Trading Area. A PCS area designed by Rand McNally and
adopted by the FCC. There are 51 MTAs in the United States.

"MTSO" -- Mobile Telephone Switching Office. The central computer that
connects a cellular phone call to the public telephone network. The MTSO
controls the entire system's operations, including monitoring calls, billing and
handoffs.

"Narrowband PCS" -- Identifier given by the FCC for PCS spectrum in the 900
Mhz frequency range. 50/50 KHz (paired), 50/12.5 KHz (paired) and 50 KHz
(unpaired) were recently auctioned by the FCC and purchased by companies such as
PageNet, Inc., Mtel, AT&T Corporation, and MobileComm. Narrowband PCS is
expected to provide advanced data and voice communications for devices
traditionally known as radio pagers, including acknowledgment and two-way paging
capability.

"network equipment" -- The fixed infrastructure consisting of base
stations, base station controllers, mobile switching centers and related
information processing control points that manages communications between the
mobile unit and the public switched telephone network.

"PCS" -- Personal Communications Services. FCC terminology describing
intelligent, digital wireless, personal two-way communications systems.

"PCS 1900" -- 1900 MHz GSM-based digital cellular radio technology.

"Public Switched Telephony Network" -- The wireline telephone network.

"REFLEX(TM)" -- Two way narrowband PCS protocol developed by Motorola.

"RF" -- Radio frequency. Frequencies of the electromagnetic spectrum that
are associated with radio wave propagation.

"SMR" -- Specialized Mobile Radio, referring to systems that serve
non-public special mobile communication markets (for example, taxi cabs). Recent
FCC rulings have permitted these operators to offer cellular-like services to
the public.

"switch" -- A central facility capable of routing calls from one point to
another. Usually a point of connection to the PSTN.

"TDMA" -- Time Division Multiple Access. A digital wireless transmission
technology that converts analog voice signals into digital data and puts more
than one voice channel on a single RF channel by separating the users in time.

"UNIX" -- A multiuser, multitasking operating system.

"uplink" -- The radio path from a handset or mobile user to the cell site.

"wireless" -- A radio-based system allowing transmission of telephone
and/or data signals through the air without a physical connection, such as a
metal wire or fiber optic cable.

"wireless local loop" -- A system that eliminates the need for a wire loop
connecting users to the public switched telephone network, which is used in
conventional wired telephone systems, by transmitting voice messages over radio
waves for the "last mile" connection between the location of the customer's
telephone and a base station connected to the network equipment.

G-3
<PAGE> 95

- ------------------------------------------------------
- ------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE TO WHICH IT
RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 8
The Company........................... 17
The Merger............................ 17
The MCI Notes, MCI Note Assumption,
MCI Conversion...................... 18
Use of Proceeds....................... 18
Dividend Policy....................... 19
Dilution.............................. 20
Capitalization........................ 21
Selected Consolidated Financial
Data................................ 22
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 24
Business.............................. 32
Management............................ 48
Principal and Selling Stockholders.... 61
Description of Capital Stock.......... 62
Shares Eligible for Future Sale....... 65
Underwriting.......................... 66
Legal Matters......................... 68
Experts............................... 68
Additional Information................ 68
Index to Financial Statements......... F-1
Glossary of Terms..................... G-1
</TABLE>

---------------------

UNTIL , 1996, ALL DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON
STOCK OFFERED HEREBY, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATIONS OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

- ------------------------------------------------------
- ------------------------------------------------------

3,700,000 SHARES

[LCC LOGO]

LCC INTERNATIONAL, INC.
CLASS A
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

ALEX. BROWN & SONS
INCORPORATED

OPPENHEIMER & CO., INC.
, 1996

- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 96

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered hereby, other than
underwriting discounts. All amounts are estimated except the Securities and
Exchange Commission registration fee and the National Association of Securities
Dealers, Inc. filing fee.

<TABLE>
<CAPTION>
PAYABLE BY
REGISTRANT
<S> <C>
SEC registration fee...................................................... $ 29,742
National Association of Securities Dealers, Inc. filing fee............... 7,308
Nasdaq National Market entry fee..........................................
Blue Sky fees and expenses................................................
Accounting fees and expenses..............................................
Legal fees and expenses...................................................
Printing and engraving expenses...........................................
Registrar and transfer agent's fees.......................................
Miscellaneous fees and expenses...........................................
--------
Total...........................................................
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Section 145 of the Delaware Law, a corporation may indemnify its
directors, officers, employees and agents and its former directors, officers,
employees and agents and those who serve, at the corporation's request, in such
capacities with another enterprise, against expenses (including attorneys'
fees), as well as judgments, fines and settlements in nonderivative lawsuits,
actually and reasonably incurred in connection with the defense of any action,
suit or proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
such capacity. The Delaware Law provides, however, that such person must have
acted in good faith and in a manner he or she reasonably believed to be in (or
not opposed to) the best interests of the corporation and, in the case of a
criminal action, such person must have had no reasonable cause to believe his or
her conduct was unlawful. In addition, the Delaware Law does not permit
indemnification in an action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation, unless, and only
to the extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for costs the court deems proper in light of liability
adjudication. Indemnity is mandatory to the extent a claim, issue or matter has
been successfully defended.

The Company's Certificate of Incorporation provides for mandatory
indemnification of directors and officers to the fullest extent permitted by the
Delaware Law. Under the Certificate of Incorporation, the Company shall advance
expenses incurred by an officer or director in defending any such action if the
director or officer undertakes to repay such amount if it is determined that he
or she is not entitled to indemnification. The Company will obtain directors and
officers liability insurance.

The Company will enter into separate indemnification agreements with each
of its directors and executive officers pursuant to which the Company will
agree, among other things, and subject to certain limited exceptions: (i) to
indemnify them to the fullest extent permitted by law against any claims and
expenses (including attorneys fees) reasonably incurred in connection with any
threatened, pending or completed action or other proceeding arising out of any
Indemnifiable Event, and (ii) to advance any such expenses no later than thirty
days after demand. An Indemnifiable Event is any event or occurrence related to
the fact that the person is or was a director, officer, employee, agent or
fiduciary of the Company, or is or was serving at the request of the Company as
a director, officer, employee, trustee, agent or fiduciary of another
corporation,

II-1
<PAGE> 97

partnership, joint venture, trust, or other enterprise, or by reason of anything
done or not done by the person in any such capacity.

The Underwriting Agreement provides for indemnification by the Underwriters
of the directors, officers and controlling persons of the Company against
certain liabilities, including liabilities under the Securities Act under
certain circumstances.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

From the Company's inception on June 4, 1996 through the date hereof, the
Company has issued and sold the following securities:

On June 13, 1996, LCC International issued 10 shares of Class A Common
Stock to the Limited Liability Company for a purchase price of $15.00 per
share.

Such issuance of securities described above was made in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act
("Section 4(2)") as a transaction by an issuer not involving any public
offering. In addition, in connection with the Merger, the Company intends to
issue 11,455,227 shares of Class B Common Stock to RF Investors, 85,233 shares
of Class B Common Stock to the Founder Corporation and 28,411 shares of Class A
Common Stock to TC Group. Such transactions will also be exempt from
registration pursuant to Section 4(2).

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------------------
<C> <S>
1 -- Form of Underwriting Agreement.*
3.1 -- Amended and Restated Certificate of Incorporation of the Company.
3.2 -- Amended and Restated Bylaws of the Company.
4.1 -- Form of Common Stock certificate.*
5 -- Opinion regarding legality of shares being registered.*
10.1 -- Lease Agreement dated July 23, 1990 between LCC, Incorporated and Second
Courthouse Plaza Association Limited Partnership, assigned to Telcom Ventures
L.L.C. by agreement dated December 31, 1993, and further assigned to LCC,
L.L.C. by agreement dated May 25, 1995, and Lease Extension Agreement thereto,
dated March 19, 1996.*
10.2 -- Employment Agreement dated September 14, 1990 between LCC, Incorporated and
Piyush Sodha.
10.3 -- Lease Agreement dated January 28, 1991 between Second Courthouse Plaza
Associates Limited Partnership and LCC, Incorporated and Lease Extension
Agreement thereto, dated March 19, 1996.
10.4 -- Assignment of Lease and Landlord's Consent to Assignment dated December 31,
1993 by and between Second Courthouse Plaza Associates Limited Partnership,
LCC, Incorporated and Telcom Ventures, L.L.C., as further assigned to LCC,
L.C.C. by agreement dated May 25, 1995.
10.5 -- Lease Extension Agreement dated December 31, 1993 by and among Second
Courthouse Plaza Associates Limited Partnership and Telcom Ventures, L.L.C.
10.6 -- 1994 LCC, L.L.C. Incentive Compensation Plan.
10.7 -- Sublease Agreement dated May 7, 1994 between LCC, L.L.C. and Minirth-Meier Byrd
Clinic, P.A.
10.8 -- Lease Agreement dated May 9, 1994 between Colonial Village Center Associates
and LCC, L.L.C. and the First Amendment thereto, dated May 1, 1995.
</TABLE>

II-2
<PAGE> 98

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------------------
<C> <S>
10.9 -- Subordinated Note due 2000 by Telcom Ventures, L.L.C. payable to MCI Telecom-
munications Corporation dated June 28, 1994.
10.10 -- Subordinated Note due 2000 by LCC, L.L.C. payable to MCI Telecommunications
Corporation dated June 28, 1994.
+10.11 -- Agreement dated November 15, 1994 by and between LCC, L.L.C. and Pacific Bell
Mobile Services.*
+10.12 -- Amended and Restated Software License and Services Agreement dated July 1, 1995
by and between TSI, a division of LCC, and NEXTEL Communications, Inc.*
10.13 -- LCC International, Inc. 1996 Directors Stock Option Plan.*
10.14 -- LCC International, Inc. 1996 Employee Stock Option Plan.*
10.15 -- LCC International, Inc. 1996 Employee Stock Purchase Plan.*
10.16 -- Amended and Restated Shareholders' Rights Agreement dated February , 1996
between NextWave Telcom Inc. and LCC, L.L.C.
10.17 -- Letter Agreement dated March , 1996 between NextWave Telcom, Inc. and LCC,
L.L.C.
+10.18 -- Letter Agreement dated March 12, 1996 between NextWave Telcom, Inc. and LCC,
L.L.C.*
10.19 -- Subscription Agreement dated March , 1996 between NextWave Telcom, Inc. and
LCC, L.L.C.
10.20 -- Office Building Lease dated March 19, 1996 between Second Courthouse Associates
Limited Partnership and LCC, L.L.C.
10.21 -- Convertible Loan and Investment Agreement dated March 20, 1996 by and between
LCC, L.L.C. and DCR Communications, Inc.
+10.22 -- Letter Agreement dated March 20, 1996 by and between LCC, L.L.C. and DCR
Communications, Inc.*
10.23 -- Agreement dated May 17, 1996, between LCC, L.L.C. and West*Park Associates
Limited Partnership for office space at 7925 Jones Branch Drive, McLean,
Virginia, 22102.
10.24 -- Agreement dated May 17, 1996, between LCC, L.L.C. and West*Park Associates
Limited Partnership for office space at 7927 Jones Branch Drive, McLean,
Virginia, 22102.
10.25 -- Letter Agreement dated May 31, 1996 between LCC International, Inc. and Arno
Penzias.
10.26 -- Credit Agreement dated June 14, 1996 among LCC, L.L.C., LCC Design Services,
L.L.C., LCC Development Company, L.L.C. and The Chase Manhattan Bank (National
Association).
10.27 -- Security Agreement dated June 14, 1996 among LCC, L.L.C., LCC Design Services,
L.L.C. and LCC Development Company, L.L.C., in favor of The Chase Manhattan
Bank (National Association).
10.28 -- Intellectual Property Security Agreement dated June 14, 1996 by LCC, L.L.C. in
favor of The Chase Manhattan Bank (National Association).
10.29 -- Pledge Agreement dated June 14, 1996 among LCC, L.L.C., LCC Design Services,
L.L.C. and LCC Development Company, L.L.C., in favor of The Chase Manhattan
Bank (National Association).
10.30 -- Intercompany Agreement dated July , 1996 among Telcom Ventures, L.L.C., LCC,
L.L.C., LCC International, Inc., Cherrywood Holdings, Inc., Rajendra Singh,
Neera Singh, certain trusts for the benefit of members of the Singh family,
Carlyle-LCC Investors I, L.P., Carlyle-LCC Investors II, L.P., Carlyle-LCC
Investors III, L.P., Carlyle-LCC IV (E), L.P., MDLCC, L.L.C. and TC Group,
L.L.C.*
10.31 -- Registration Rights Agreement dated July 25, 1996 among LCC International,
Inc., RF Investors, L.L.C. and MCI Telecommunications Corporation.
</TABLE>

II-3
<PAGE> 99

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------------------
<C> <S>
10.32 -- Form of Indemnity Agreement dated August , 1996 among LCC International, Inc.
and each of Rajendra Singh, Neera Singh, Piyush Sodha, Mark D. Ein, Arno
Penzias, J. Michael Bonin, Kathryn M. Condello, Peter A. Deliso, Richard Hozik,
Frank F. Navarrete, Donald R. Rose and George H. Sampson.*
10.33 -- Overhead and Administrative Services Agreement dated August , 1996 among LCC
International, Inc. and Telcom Ventures, L.L.C.*
10.34 -- Agreement of Merger dated July 25, 1996 between LCC, L.L.C. and LCC
International, Inc.*
10.35 -- Form of Stock Option Agreement dated August , 1996 between LCC International,
Inc. and each of Rajendra Singh and Neera Singh.*
10.36 -- Amended and Restated Securityholders Agreement dated July 25, 1996 among Telcom
Ventures, LLC, LCC, Incorporated, TC Group, L.L.C., LCC, L.L.C. and MCI
Telecommunications Corporation.
10.37 -- Amendment to Subordinated Note due 2000 by Telcom Ventures, LCC payable to MCI
Telecommunications Corporation dated July 25, 1996.
10.38 -- Amendment to Subordinated Note due 2000 by LCC, L.L.C. payable to MCI
Telecommunications Corporation dated July 25, 1996.
10.39 -- Form of Promissory Note dated August , 1996 by Telcom Ventures, LLC to LCC
International, Inc.*
10.40 -- Form of Stock Option Agreement dated , 1996 between LCC
International, Inc. and regarding the Carlyle Option Designee Stock
Options.*
11 -- Computation of Earnings Per Common Shares.
21 -- Subsidiaries of the Company.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)*
27 -- Financial Data Schedule.
</TABLE>

- ---------------

* To be filed by amendment.

+ Confidential treatment has been requested. If granted, the copy filed as an
exhibit will omit the information subject to the confidential treatment
request.

(b) Financial Statement Schedules.

Schedule -- Valuation and Qualifying Accounts

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being

II-4
<PAGE> 100

registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 101

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Arlington, Commonwealth
of Virginia, on the 23rd day of July, 1996.

LCC INTERNATIONAL, INC.

By /s/ RAJENDRA SINGH
-----------------------------------
Rajendra Singh
Chairperson of the Board of
Directors

POWER OF ATTORNEY

Know all Men by These Presents, that each individual whose signature
appears below constitutes and appoints Rajendra Singh, his true and lawful
attorney-in-fact and agent, with power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement or a Registration Statement filed pursuant to Rule 462 of the
Securities Act of 1933, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, his or her substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<C> <S> <C>
/s/ RAJENDRA SINGH Chairperson of the Board of July 23, 1996
- --------------------------------------------- Directors
Rajendra Singh

/s/ NEERA SINGH Co-Chairperson of the Board July 23, 1996
- --------------------------------------------- of Directors and Executive
Neera Singh Vice President

/s/ PIYUSH SODHA Director, President and July 23, 1996
- --------------------------------------------- Chief Executive Officer
Piyush Sodha (Principal Executive
Officer)

/s/ RICHARD HOZIK Senior Vice President, July 23, 1996
- --------------------------------------------- Treasurer and Chief
Richard Hozik Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)

/s/ MARK D. EIN Director July 23, 1996
- ---------------------------------------------
Mark D. Ein

/s/ ARNO A. PENZIAS Director July 24, 1996
- ---------------------------------------------
Arno Penzias
</TABLE>

II-6
<PAGE> 102
SCHEDULE ___ - VALUATION AND QUALIFYING ACCOUNTS
(Amounts in Thousands)

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- ---------------------------------- ----------------- ---------------------------------- ----------- -----------
Additions
----------------------------------
Balance at Charged to Charges to Balance at
Description Beginning of Period Costs and Expenses Other Accounts Deductions(1) End of Period
------------------- ------------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993
Allowance for doubtful accounts 758 556 -- 231 1,083

Year ended December 31, 1994
Allowance for doubtful accounts 1,083 2,083 -- 370 2,796

Year ended December 31, 1995
Allowance for doubtful accounts 2,796 622 -- 287 3,131
</TABLE>

- ----------------
(1) Deduction for write-off of receivables to allowance account.
<PAGE> 103

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
- ---------- ----------------------------------------------------------------------- ------------
<C> <S> <C>
1 -- Form of Underwriting Agreement.*....................................
3.1 -- Amended and Restated Certificate of Incorporation of the
Company. ...........................................................
3.2 -- Amended and Restated Bylaws of the Company. ........................
4.1 -- Form of Common Stock certificate.*..................................
5 -- Opinion regarding legality of shares being registered.*.............
10.1 -- Lease Agreement dated July 23, 1990 between LCC, Incorporated and
Second Courthouse Plaza Association Limited Partnership, assigned to
Telcom Ventures L.L.C. by agreement dated December 31, 1993, and
further assigned to LCC, L.L.C. by agreement dated May 25, 1995, and
Lease Extension Agreement thereto, dated March 19, 1996.*...........
10.2 -- Employment Agreement dated September 14, 1990 between LCC,
Incorporated and Piyush Sodha. .....................................
10.3 -- Lease Agreement dated January 28, 1991 between Second Courthouse
Plaza Associates Limited Partnership and LCC, Incorporated and Lease
Extension Agreement thereto, dated March 19, 1996. .................
10.4 -- Assignment of Lease and Landlord's Consent to Assignment dated
December 31, 1993 by and between Second Courthouse Plaza Associates
Limited Partnership, LCC, Incorporated and Telcom Ventures, L.L.C.,
as further assigned to LCC, L.C.C. by agreement dated May 25,
1995. ..............................................................
10.5 -- Lease Extension Agreement dated December 31, 1993 by and among
Second Courthouse Plaza Associates Limited Partnership and Telcom
Ventures, L.L.C. ...................................................
10.6 -- 1994 LCC, L.L.C. Incentive Compensation Plan. ......................
10.7 -- Sublease Agreement dated May 7, 1994 between LCC, L.L.C. and
Minirth-Meier Byrd Clinic, P.A. ....................................
10.8 -- Lease Agreement dated May 9, 1994 between Colonial Village Center
Associates and LCC, L.L.C. and the First Amendment thereto, dated
May 1, 1995. .......................................................
10.9 -- Subordinated Note due 2000 by Telcom Ventures, L.L.C. payable to MCI
Telecommunications Corporation dated June 28, 1994. ................
10.10 -- Subordinated Note due 2000 by LCC, L.L.C. payable to MCI
Telecommunications Corporation dated June 28, 1994. ................
+10.11 -- Agreement dated November 15, 1994 by and between LCC, L.L.C. and
Pacific Bell Mobile Services.*......................................
+10.12 -- Amended and Restated Software License and Services Agreement dated
July 1, 1995 by and between TSI, a division of LCC, and NEXTEL
Communications, Inc.*...............................................
10.13 -- LCC International, Inc. 1996 Directors Stock Option Plan.*..........
10.14 -- LCC International, Inc. 1996 Employee Stock Option Plan.*...........
10.15 -- LCC International, Inc. 1996 Employee Stock Purchase Plan.*.........
10.16 -- Amended and Restated Shareholders' Rights Agreement dated February
, 1996 between NextWave Telcom Inc. and LCC, L.L.C. ..............
10.17 -- Letter Agreement dated March , 1996 between NextWave Telcom, Inc.
and LCC, L.L.C. ....................................................
</TABLE>

<PAGE> 104

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
- ---------- ----------------------------------------------------------------------- ------------
<C> <S> <C>
+10.18 -- Letter Agreement dated March 12, 1996 between NextWave Telcom, Inc.
and LCC, L.L.C.*....................................................
10.19 -- Subscription Agreement dated March , 1996 between NextWave Telcom,
Inc. and LCC, L.L.C. ...............................................
10.20 -- Office Building Lease dated March 19, 1996 between Second Courthouse
Associates Limited Partnership and LCC, L.L.C. .....................
10.21 -- Convertible Loan and Investment Agreement dated March 20, 1996 by
and between LCC, L.L.C. and DCR Communications, Inc. ...............
+10.22 -- Letter Agreement dated March 20, 1996 by and between LCC, L.L.C. and
DCR Communications, Inc.*...........................................
10.23 -- Agreement dated May 17, 1996, between LCC, L.L.C. and West*Park
Associates Limited Partnership for office space at 7925 Jones Branch
Drive, McLean, Virginia, 22102. ....................................
10.24 -- Agreement dated May 17, 1996, between LCC, L.L.C. and West*Park
Associates Limited Partnership for office space at 7927 Jones Branch
Drive, McLean, Virginia, 22102. ....................................
10.25 -- Letter Agreement dated May 31, 1996 between LCC International, Inc.
and Arno Penzias. ..................................................
10.26 -- Credit Agreement dated June 14, 1996 among LCC, L.L.C., LCC Design
Services, L.L.C., LCC Development Company, L.L.C. and The Chase
Manhattan Bank (National Association). .............................
10.27 -- Security Agreement dated June 14, 1996 among LCC, L.L.C., LCC Design
Services, L.L.C. and LCC Development Company, L.L.C., in favor of
The Chase Manhattan Bank (National Association). ...................
10.28 -- Intellectual Property Security Agreement dated June 14, 1996 by LCC,
L.L.C. in favor of The Chase Manhattan Bank (National
Association). ......................................................
10.29 -- Pledge Agreement dated June 14, 1996 among LCC, L.L.C., LCC Design
Services, L.L.C. and LCC Development Company, L.L.C., in favor of
The Chase Manhattan Bank (National Association). ...................
10.30 -- Intercompany Agreement dated July , 1996 among Telcom Ventures,
L.L.C., LCC, L.L.C., LCC International, Inc., Cherrywood Holdings,
Inc., Rajendra Singh, Neera Singh, certain trusts for the benefit of
members of the Singh family, Carlyle-LCC Investors I, L.P.,
Carlyle-LCC Investors II, L.P., Carlyle-LCC Investors III, L.P.,
Carlyle-LCC IV (E), L.P., MDLCC, L.L.C. and TC Group, L.L.C.*.......
10.31 -- Registration Rights Agreement dated July 25, 1996 among LCC
International, Inc., RF Investors, L.L.C. and MCI Telecommunications
Corporation. .......................................................
10.32 -- Form of Indemnity Agreement dated August , 1996 among LCC
International, Inc. and each of Rajendra Singh, Neera Singh, Piyush
Sodha, Mark D. Ein, Arno Penzias, J. Michael Bonin, Kathryn M.
Condello, Peter A. Deliso, Richard Hozik, Frank F. Navarrete, Donald
R. Rose and George H. Sampson.*.....................................
10.33 -- Overhead and Administrative Services Agreement dated August , 1996
among LCC International, Inc. and Telcom Ventures, L.L.C.*..........
10.34 -- Agreement of Merger dated July 25, 1996 between LCC, L.L.C. and LCC
International, Inc.*................................................
</TABLE>

<PAGE> 105

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
- ---------- ----------------------------------------------------------------------- ------------
<C> <S> <C>
10.35 -- Form of Stock Option Agreement dated August , 1996 between LCC
International, Inc. and each of Rajendra Singh and Neera Singh.* ...
10.36 -- Amended and Restated Securityholders Agreement dated July 25, 1996
among Telcom Ventures, LLC, LCC, Incorporated, TC Group, L.L.C.,
LCC, L.L.C. and MCI Telecommunications Corporation. ................
10.37 -- Amendment to Subordinated Note due 2000 by Telcom Ventures, LCC
payable to MCI Telecommunications Corporation dated July 25,
1996. ..............................................................
10.38 -- Amendment to Subordinated Note due 2000 by LCC, L.L.C. payable to
MCI Telecommunications Corporation dated July 25, 1996. ............
10.39 -- Form of Promissory Note dated August , 1996 by Telcom Ventures,
LLC to LCC International, Inc.*.....................................
10.40 -- Form of Stock Option Agreement dated , 1996
between LCC International, Inc. and regarding the
Carlyle Option Designee Stock Options.*.............................
11 -- Computation of Earnings Per Common Shares. .........................
21 -- Subsidiaries of the Company. .......................................
23.1 -- Consent of KPMG Peat Marwick LLP. ..................................
23.2 -- Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)*..........
27 -- Financial Data Schedule
</TABLE>

- ---------------

* To be filed by amendment.

+ Confidential treatment has been requested. If granted, the copy filed as an
exhibit will omit the information subject to the confidential treatment
request.

<PAGE> 1

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LCC INTERNATIONAL, INC.

LCC International, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

1. The Corporation was originally incorporated on June 4, 1996,
and its original Certificate of Incorporation was filed with the Secretary of
State of the State of Delaware on the same date.

2. The Board of Directors of the Corporation, at a meeting duly
called and held in accordance with the Bylaws of the Corporation and Section
141 of the General Corporation Law of the State of Delaware (the "Delaware
General Corporation Law"), duly adopted resolutions proposing and declaring
advisable the adoption of the Amended and Restated Certificate of Incorporation
of the Corporation in the form attached hereto.

3. Holders of at least a majority of the voting rights of the
outstanding shares of Class A Common Stock of the Corporation, at a special
meeting duly called and held in accordance with the Bylaws of the Corporation
and Section 211 of the Delaware General Corporation Law, duly approved the
Amended and Restated Certificate of Incorporation of the Corporation in the
form attached hereto.

4. Having been duly adopted pursuant to Sections 242 and 245 of
the Delaware General Corporation Law, this Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions
previously filed with the Secretary of State of the State of Delaware on June
4, 1996.

5. The text of the Certificate of Incorporation of the
Corporation hereby is amended and restated to read in its entirety as follows:

<PAGE> 2

1. NAME.

The name of this corporation is LCC International, Inc. (the
"Corporation").

2. REGISTERED OFFICE AND AGENT.

The registered office of the Corporation shall be located at 1209
Orange Street, Wilmington, Delaware 19801 in the County of New Castle. The
registered agent of the Corporation at such address shall be The Corporation
Trust Company.

3. PURPOSE AND POWERS.

The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law"). The
Corporation shall have all power necessary or helpful to engage in such acts
and activities.

4. CAPITAL STOCK.

4.1. AUTHORIZED SHARES.

The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is One Hundred Million
(100,000,000) shares, of which Ten Million (10,000,000) shares shall be
Preferred Stock, having a par value of $0.01 per share ("Preferred Stock"),
Seventy Million (70,000,000) shall be classified as shares of Class A Common
Stock, par value $0.01 per share ("Class A Common Stock") and Twenty Million
(20,000,000) shall be classified as shares of Class B Common Stock, par value
$0.01 per share ("Class B Common Stock"). (The Class A Common Stock and Class
B Common Stock are sometimes referred to collectively as the "Common Stock.")
The Board of Directors is expressly authorized to provide for the
classification and reclassification of any unissued shares of Preferred Stock
and the issuance thereof in one or more classes or series without the approval
of the stockholders of the Corporation.

4.2. COMMON STOCK.

(a) RELATIVE RIGHTS.

The Common Stock shall be subject to all of the rights, privileges,
preferences and priorities of the Preferred Stock as set forth in the
certificate of designations filed to establish the respective series of
Preferred Stock. Except as provided in this Section 4.2, each share of Class A
Common Stock and Class B Common Stock shall have the same relative rights as
and be identical in all respects as to all matters.

- 2 -
<PAGE> 3

(b) OWNERSHIP OF CLASS B COMMON STOCK.

The Corporation may issue shares of Class B Common Stock only
to one or more of the following (an "Eligible Class B Stock Holder"): (i)
Telcom Ventures L.L.C., a Delaware limited liability company ("Telcom
Ventures"), one or more subsidiaries thereof (whether corporations,
partnerships, limited liability companies or other entities) or any Telcom
Ventures Successor (as defined below) or one or more subsidiaries thereof, in
each case only if controlled by one or more Singh Family Members or Trusts (as
hereafter defined), (ii) LCC, Incorporated, a Delaware corporation ("Founder
Corporation") which is the largest beneficial owner of Telcom Ventures as of
May 15, 1996 or any Founder Corporation Successor (as defined below), in each
case only if controlled by one or more Singh Family Members or Trusts, or (iii)
any one or more of Dr. Rajendra Singh, Neera Singh, other members of the
Immediate Family (as defined below) of Dr. Rajendra and Neera Singh or their
lineal descendants, spouses of lineal descendants or lineal descendants of
spouses, whether alive as of the date hereof or born subsequently, or any
trusts for the benefit of any of the foregoing, whether existing as of the date
hereof or created subsequently (collectively, "Singh Family Members & Trusts");
provided, however, that the Corporation may not issue any Class B Common Stock
at any time after the date on which the Corporation completes an initial public
offering of Class A Common Stock registered with the Securities and Exchange
Commission. For purposes of this Section 4(b), an entity shall be deemed to be
controlled by any person or entity who or which, directly or indirectly, holds
more than 50% of the outstanding voting rights of such entity and has the power
to direct or cause the direction of the management and policies of such entity.

"Telcom Ventures Successor" shall mean any corporation,
partnership or other entity that succeeds, directly or indirectly, to the
ownership of the business or of all or substantially all the assets and
liabilities of Telcom Ventures, whether by merger, holding company formation,
transfer of assets or otherwise.

"Founder Corporation Successor" shall mean any corporation,
partnership or other entity that succeeds, directly or indirectly, to the
ownership of the business or of all or substantially all the assets and
liabilities of Founder Corporation, whether by merger, holding company
formation, transfer of assets or otherwise.

"Immediate Family" of a person shall include such person's
spouse, parents, children, siblings, mother and father-in-law, sons and
daughters-in-laws and brothers and sisters-in-law, or any other person who is
supported, directly or indirectly, to a material extent by such person.

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<PAGE> 4

Each holder of shares of Class A Common Stock and Class B Common Stock
shall be entitled to attend all special and annual meetings of the stockholders
of the Corporation. On all matters upon which stockholders are entitled or
permitted to vote, every holder of Class A Common Stock shall be entitled to
cast one (1) vote in person or by proxy for each outstanding share of Class A
Common Stock standing in such holder's name on the transfer books of the
Corporation, and every holder of Class B Common Stock shall be entitled to cast
ten (10) votes in person or by proxy for each outstanding share of Class B
Common Stock standing in such holder's name on the transfer books of the
Corporation. Except as otherwise provided in this Certificate of Incorporation
or by applicable law, the holders of shares of Class A Common Stock and Class B
Common Stock shall vote together as a single class, subject to any voting
rights which may be granted to holders of Preferred Stock.

(e) DIVIDENDS.

Whenever there shall have been paid, or declared and set aside for
payment, to the holders of shares of any class of stock having preference over
the Common Stock as to the payment of dividends, the full amount of dividends
and of sinking fund or retirement payments, if any, to which such holders are
respectively entitled in preference to the Common Stock, then the holders of
record of the Class A Common Stock and Class B Common Stock, and any class or
series of stock entitled to participate therewith as to dividends, shall be
entitled to receive dividends, when, as, and if declared by the Board of
Directors, out of any assets legally available for the payment of dividends
thereon, provided that no dividend may be declared and paid to the holders of
the Class A Common Stock unless at the same time the Board of Directors shall
also declare and pay to the holders of the Class B Common Stock a per share
dividend equal to and, subject to the next sentence, in the same form as the
dividend declared and paid to the holders of the Class A Common Stock, and vice
versa. Common Stock dividends declared on Class A Common Stock shall be
payable in Class A Common Stock; Common Stock dividends declared on Class B
Common Stock shall be payable in Class B Common Stock.

(e) DISSOLUTION, LIQUIDATION, WINDING UP.

In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of record of the
Class A Common Stock then outstanding and the holders of record of the Class B
Common Stock then outstanding, and all holders of any class or series of stock
entitled to participate therewith, in whole or in part, as to distribution of
assets, shall become entitled to participate equally on a per share basis in
the distribution of any assets of the Corporation remaining after the
Corporation shall have paid or provided for payment of all debts and
liabilities of the Corporation, and shall have paid, or set

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<PAGE> 5

aside for payment, to the holders of any class of stock having preference over
the Common Stock in the event of dissolution, liquidation or winding up, the
full preferential amounts (if any) to which they are entitled.

(f) CONVERSION OF CLASS B COMMON STOCK.

(1) CONVERSION EVENTS.

(A) Each outstanding share of Class B Common Stock may,
at the option of the holder thereof, at any time, be converted into one fully
paid and non-assessable share of Class A Common Stock.

(B) Each share of outstanding Class B Common Stock which
is transferred to any holder other than an Eligible Class B Stock Holder shall
convert into one fully paid and non-assessable share of Class A Common Stock
immediately upon such transfer.

(C) If the shares of Class B Common Stock held by the
Eligible Class B Stock Holders in the aggregate constitute 10% or less of the
outstanding shares of common stock of the Corporation, each share of Class B
Common Stock shall immediately convert into one fully paid and non-assessable
share of Class A Common Stock.

(D) At such time as an Eligible Class B Stock Holder
ceases to be an Eligible Class B Stock Holder, each share of Class B Common
Stock held by such person or entity shall immediately convert into one fully
paid and non-assessable share of Class A Common Stock.

(2) AUTOMATIC CONVERSION PROCEDURE.

In the event of any conversion of shares of Class B Common Stock
pursuant to Section 4.2 (f)(1), the holder of such shares of Class B Common
Stock shall promptly surrender the certificate or certificates therefor, duly
endorsed in blank or accompanied by proper instruments of transfer, at the
office of the Corporation, or of any transfer agent for such shares, and shall
give written notice to the Corporation (the "Notice"), at such office: (1)
stating that shares of Class B Common Stock have been converted into shares of
Class A Common Stock as provided in this Section 4.2(f); (2) specifying the
subdivision of (f)(1) pursuant to which the conversion occurred; (3)
identifying the number of shares of Class B Common Stock being converted; and
(4) setting out the name or names (with addresses) and denominations in which
the certificate or certificates for shares of Class A Common Stock shall be
issued, with instructions for delivery thereof. Delivery of such notice
together with the certificates representing the shares of Class B Common Stock
shall obligate the Corporation to issue such shares of Class A Common Stock.
Thereupon the Corporation or its agent shall promptly issue and deliver to such

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<PAGE> 6

holder a certificate or certificates representing the shares to which such
holder is entitled, registered in the name of such holder or designee as
specified in the Notice. The Corporation shall take any and all steps
necessary to effect a conversion pursuant to Section 4.2 (f)(1),
notwithstanding any failure by the holder to deliver to the Corporation the
Notice or the certificates representing the shares subject to such conversion.

(3) EFFECT OF AUTOMATIC CONVERSION.

To the extent permitted by law, conversion shall be deemed to have
been effected as of the date on which conversion was first permitted under
Section 4.2 (f)(1) (such date being the "Conversion Time"). The person
entitled to receive shares issuable upon such conversion shall be treated for
all purposes as the record holder of such class of shares at and as of the
Conversion Time, and the right of such person as a holder of the shares held
prior to such conversion shall cease and terminate at and as of the Conversion
Time, in each case notwithstanding any failure by the holder to deliver to the
Corporation the Notice or the certificates representing the shares subject to
conversion, or the Corporation's failure to issue to the holder certificates
representing the shares to be held after the conversion has been effected.

(4) RESERVATION.

The Corporation hereby reserves and shall at all times reserve and
keep available, out of its authorized and unissued shares of capital stock, for
the purposes of effecting conversions, such number of duly authorized shares of
capital stock as shall from time to time be sufficient to effect the conversion
of the Class B Common Stock contemplated herein. All such shares so issuable
shall, when so issued, be duly and validly issued, fully paid and
non-assessable, and free from liens and charges with respect to the issue. The
Corporation will take all such action as may be necessary to ensure that all
such shares may be so issued without violation of any applicable law or
regulation, or of any requirements of any national securities exchange or The
Nasdaq Stock Market's National Market upon which such shares may be listed or
traded.

(g) SUBDIVISIONS AND COMBINATIONS OF SHARES.

If the Corporation in any manner subdivides (by any stock split,
reclassification, stock dividend, recapitalization or otherwise) or combines
the outstanding shares of one class of Common Stock at a time when shares of
the other class of Common Stock are outstanding, the outstanding shares of the
other class of Common Stock will be likewise subdivided or combined.

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<PAGE> 7

4.3. PREFERRED STOCK.

(a) ISSUANCE, DESIGNATIONS, POWERS, ETC.

The Board of Directors expressly is authorized, subject to limitations
prescribed by the Delaware General Corporation Law and the provisions of this
Certificate of Incorporation, to provide, by resolution and by filing a
certificate of designations pursuant to the Delaware General Corporation Law,
for the issuance from time to time of the shares of Preferred Stock in one or
more series, to establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers, preferences and other
rights of the shares of each such series and to fix the qualifications,
limitations and restrictions thereon, including, but without limiting the
generality of the foregoing, the following:

(i) the number of shares constituting that series and the
distinctive designation of that series;

(ii) the dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends on shares
of that series;

(iii) whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms of such
voting rights;

(iv) whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of Directors
shall determine;

(v) whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the dates upon or after which they shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

(vi) whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;

(vii) the rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series; and

(viii) any other relative powers, preferences, and rights of
that series, and qualifications, limitations or restrictions on that series.

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<PAGE> 8

(b) DISSOLUTION, LIQUIDATION, WINDING UP.

In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of Preferred Stock
of each series shall be entitled to receive only such amount or amounts as
shall have been fixed by the certificate of designations or by the resolution
or resolutions of the Board of Directors providing for the issuance of such
series.

5. BOARD OF DIRECTORS.

5.1 NUMBER; ELECTION

The number of directors of the Corporation shall be such number as
from time to time shall be fixed by, or in the manner provided in, the bylaws
of the Corporation. Unless and except to the extent that the bylaws of the
Corporation shall otherwise require, the election of directors of the
Corporation need not be by written ballot.

5.2. LIMITATION OF LIABILITY.

To the fullest extent permitted by law, no director of the Corporation
shall be liable to the Corporation or its stockholders for monetary damages for
any breach of fiduciary duty as a director.

6. INDEMNIFICATION.

To the fullest extent permitted by law, the Corporation shall fully
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that
such person is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

To the fullest extent permitted by law, the Corporation may fully
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that
such person is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses

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<PAGE> 9

(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding.

The Corporation shall advance expenses (including attorneys' fees)
incurred by a director or officer in advance of the final disposition of such
action, suit or proceeding upon the receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be
determined that such director or officer is not entitled to indemnification.
The Corporation may advance expenses (including attorneys' fees) incurred by an
employee or agent in advance of the final disposition of such action, suit or
proceeding upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

7. AMENDMENT OF BYLAWS.

In furtherance and not in limitation of the powers conferred by the
Delaware General Corporation Law, the Board of Directors is expressly
authorized and empowered to adopt, amend and repeal the Bylaws of the
Corporation, subject to the right of the stockholders entitled to vote with
respect thereto to amend or repeal Bylaws adopted by the Board of Directors as
provided for in this Certificate of Incorporation or in the Bylaws of the
Corporation.

IN WITNESS WHEREOF, LCC International, Inc. has caused this Amended
and Restated Certificate of Incorporation to be signed and attested by its duly
authorized officers, this ___ day of _____________, 1996.

LCC International, Inc.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
ATTEST:

- ---------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------

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<PAGE> 1

Exhibit 3.2

AMENDED AND RESTATED BYLAWS
OF
LCC INTERNATIONAL, INC.

1. OFFICES.

1.1. REGISTERED OFFICE.

The initial registered office of LCC International, Inc. (the
"Corporation") shall be in Wilmington, Delaware, and the initial registered
agent in charge thereof shall be The Corporation Trust Company.

1.2. OTHER OFFICES.

The Corporation may also have offices at such other places, both
within and without the State of Delaware, as the Board of Directors may from
time to time determine or as may be necessary or useful in connection with the
business of the Corporation.

2. MEETINGS OF STOCKHOLDERS.

2.1. PLACE OF MEETINGS.

All meetings of the stockholders shall be held at such place as may
be fixed from time to time by the Board of Directors or the President.

2.2. ANNUAL MEETINGS.

The Corporation shall hold annual meetings of stockholders,
commencing with the year 1997, on the second Tuesday in May at 10 a.m. or at
such other date and time as shall be designated from time to time by the Board
of Directors, any Chairperson of the Board, at which stockholders shall elect
directors and transact such other business as may properly be brought before
the meeting.

2.3. SPECIAL MEETINGS.

Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or the Corporation's Certificate of
Incorporation (the "Certificate of Incorporation"), may be called by (a) a
Chairperson of the Board or the President, (b) a majority of the directors in
office, whether or not a quorum, or (c) the holders of not less than 25% of the
total number of votes of the then outstanding shares of stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

<PAGE> 2

2.4. NOTICE OF MEETINGS.

Notice of any meeting of stockholders, stating the place, date and
hour of the meeting and (to the extent required by law or these Bylaws) the
purpose or purposes for which the meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than 10 days nor more
than 60 days before the date of the meeting (except to the extent that such
notice is waived or is not required as provided in the General Corporation Law
of the State of Delaware (the "Delaware General Corporation Law")). Such
notice shall be given in accordance with, and shall be deemed effective as set
forth in, Section 222 (or any successor section) of the Delaware General
Corporation Law.

2.5. WAIVERS OF NOTICE.

Whenever the giving of any notice is required by statute, the
Certificate of Incorporation or these Bylaws, a waiver thereof, in writing and
delivered to the Corporation, signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance of a stockholder at a meeting
shall constitute a waiver of notice (a) of such meeting, except when the
stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) of consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the stockholder objects to considering the matter
when that matter is first presented for consideration.

2.6. BUSINESS AT ANNUAL MEETING.

At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors or (c) otherwise properly brought
before the meeting by a stockholder.

For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary. To be timely, a stockholder's notice must be received at the
principal executive offices of the Corporation no later than the date
designated for receipt of stockholders' proposals in a prior public disclosure
made by the Corporation. If there has been no such prior public disclosure,
then to be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the annual meeting; provided, however, that
in the event that less than 70 days' notice of the date of the annual meeting
is given to stockholders or prior public disclosure of the date of the meeting
is made, notice by the stockholder to be timely must be so received not later
than the close of business on the 10th day following the day on which such
notice of the

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<PAGE> 3

date of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, (d) any material interest of the
stockholder in such business and (e) the same information required by clauses
(b), (c) and (d) above with respect to any other stockholder that, to the
knowledge of the stockholder proposing such business, supports such proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 2.6. A Chairperson shall, if the facts warrant,
determine and declare to the annual meeting that a matter of business was not
properly brought before the meeting in accordance with the provisions of this
Section 2.6, and if a Chairperson should so determine, a Chairperson shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

2.7. LIST OF STOCKHOLDERS.

After the record date for a meeting of stockholders has been fixed,
at least 10 days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all stockholders entitled to
vote at the meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place in the city
where the meeting is to be held, which place is to be specified in the notice
of the meeting, or at the place where the meeting is to be held. Such list
also shall, for the duration of the meeting, be produced and kept open to the
examination of any stockholder who is present at the time and place of the
meeting.

2.8. QUORUM AT MEETINGS.

Stockholders may take action on a matter at a meeting only if a
quorum exists with respect to that matter. Except as otherwise provided in the
Certificate of Incorporation or by the Delaware General Corporation Law, the
holders of shares of the stock outstanding and constituting a majority of the
votes entitled to vote at the meeting, and who are present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. Once a share is represented for
any purpose at a meeting (other than solely to object (a) to holding the
meeting or transacting business at the meeting or (b) to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice), it is deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of that meeting unless a
new record date is or must be set for the adjourned meeting. The holders of a
majority of the voting shares represented at a meeting, whether or not a quorum
is present, may adjourn such

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<PAGE> 4

meeting from time to time. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for
more than 30 days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting.

2.9. VOTING AND PROXIES.

Unless otherwise provided in the Delaware General Corporation Law
or in the Certificate of Incorporation, and subject to the other provisions of
these Bylaws, each holder of Class A Common Stock shall be entitled, to one (1)
vote, each holder of Class B Common Stock shall be entitled to ten (10) votes,
and all other stockholders shall be entitled to one vote on each matter, in
each of the foregoing cases in person or by proxy, for each share of the
Corporation's capital stock that has voting power and that is held by such
stockholder. No proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed
appointment of proxy shall be irrevocable if the appointment form states that
it is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.

2.10. REQUIRED VOTE.

If a quorum exists, action on a matter (other than the election of
directors) is approved if the votes cast favoring the action exceed the votes
cast opposing the action, unless the Certificate of Incorporation or the
Delaware General Corporation Law requires a greater number of affirmative votes
(in which case such different requirement shall apply). Directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the
election (provided a quorum exists), and the election of directors need not be
by written ballot. The Board of Directors, in its discretion, may require that
any votes cast at such meeting shall be cast by written ballot.

2.11. ACTION WITHOUT A MEETING.

Any action required or permitted to be taken at a stockholders'
meeting may be taken without a meeting if the action is taken by persons who
would be entitled to vote at a meeting and who hold shares having voting power
to cast not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all stockholders entitled to
vote were present and voted. The action must be evidenced by one or more
written consents describing the action taken, signed by the stockholders
entitled to take action without a meeting, and delivered to the Corporation for
inclusion in the minute book of the Corporation. No consent shall be effective
to take the corporate action specified unless the number of consents required
to take such action are delivered to the Corporation within sixty days of the
delivery of the earliest-dated consent. All stockholders entitled to vote on
the record date of such written consent who do not participate in taking the
action shall be given written notice thereof in accordance with the Delaware
General Corporation Law.

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<PAGE> 5

3. DIRECTORS.

3.1. POWERS.

The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things, subject to
any limitation set forth in the Certificate of Incorporation, these Bylaws or
agreements among stockholders which are otherwise lawful.

3.2. NUMBER AND ELECTION.

The number of directors which shall constitute the whole Board of
Directors shall not be fewer than three nor more than 11. Within the limits
above specified, the number of directors shall be determined by resolution of
the Board of Directors. Directors shall be elected only by stockholders at
annual meetings of stockholders, other than the initial Board of Directors and
except as provided in Section 3.3 hereof in the case of vacancies and newly
created directorships. Each director elected shall hold office until such
director's successor is elected and qualified or until such director's earlier
death, resignation or removal. Directors need not be stockholders. Except as
otherwise provided in the Certificate of Incorporation or by the Delaware
General Corporation Law, any director or the entire board of directors may be
removed, with or without cause, by holders of shares of the stock outstanding
and constituting a majority of the votes entitled to vote at an election of
directors.

3.3. VACANCIES.

Vacancies resulting from death, resignation or removal and newly
created directorships resulting from any increase in the authorized number of
directors shall be filled, for the unexpired term, by the concurring vote of a
majority of the directors then in office, whether or not a quorum, and any
director so chosen shall hold office until the next election of directors and
until such director's successor shall have been elected and qualified or until
such director's earlier death, resignation or removal.

3.4. NOMINATION OF DIRECTORS.

Nominations of persons for election to the Board of Directors may
be made by the Board of Directors, or by any stockholder of the Corporation
entitled to vote for the election of directors at the annual meeting who
complies with the notice procedures set forth in this Section 3.4. Nominations
by stockholders shall be made pursuant to timely notice in writing to the
Secretary. To be timely, a stockholder's notice shall be received at the
principal executive offices of the Corporation no later than the date
designated for receipt of stockholders' proposals in a prior public disclosure
made by the Corporation. If there has been no such prior public disclosure,
then to be timely, a stockholder's nomination must be delivered to or mailed
and received at the principal executive offices of the Corporation not less
than 60 days nor more than 90 days prior to the annual meeting; provided,
however, that in the event that less than 70 days' notice

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<PAGE> 6

of the date of the meeting is given to stockholders or prior public disclosure
of the date of the meeting is made, notice by the stockholder to be timely must
be so received not later than the close of business on the 10th day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. Such stockholder's notice shall set forth (a)
as to each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the stockholder giving notice (i) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such nomination, and (ii) the
class and number of shares of the Corporation which are beneficially owned by
the stockholder. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 3.4. A Chairperson shall, if the facts warrant, determine and
declare to the annual meeting that a nomination was not made in accordance with
the provisions of this Section 3.4, and if a Chairperson should so determine, a
Chairperson shall so declare to the meeting and the defective nomination shall
be disregarded.

3.5. MEETINGS.

(a) REGULAR MEETINGS.

Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board of Directors.

(b) SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by a
Chairperson of the Board or President on one day's notice to each director,
either personally or by telephone, express delivery service (so that the
scheduled delivery date of the notice is at least one day in advance of the
meeting), telegram or facsimile transmission, and on five days' notice by mail
(effective upon deposit of such notice in the mail). The notice need not
describe the purpose of a special meeting.

Members of the Board of Directors may participate in a meeting of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all participating directors can simultaneously hear
each other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.

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<PAGE> 7

(d) ACTION WITHOUT MEETING.

Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if the action is taken by all
members of the Board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and delivered to
the Corporation for inclusion in the minute book of the Corporation.

(e) WAIVER OF NOTICE OF MEETING; PRESUMPTION OF ASSENT.

A director may waive any notice required by statute, the
Certificate of Incorporation or these Bylaws before or after the date and time
stated in the notice. Except as set forth below, the waiver must be in
writing, signed by the director entitled to the notice, and delivered to the
Corporation for inclusion in the minute book of the Corporation.
Notwithstanding the foregoing, a director's attendance at or participation in a
meeting waives any required notice to the director of the meeting unless the
director at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. A director who is present at a meeting is
presumed to have assented to any action taken unless such director enters a
dissent or abstention in the minutes of the meeting or files a written dissent
to such action no later than five days after such director receives a copy of
the minutes of the meeting, provided that the right to dissent shall not apply
to a director who votes in favor of such action.

(f) QUORUM AND VOTE AT MEETINGS.

At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of a majority of the total number of directors prescribed
pursuant to Section 3.2 hereof (or, if no number is prescribed, the number in
office immediately before the meeting begins). The vote of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation or by these Bylaws. In the
absence of a quorum for any meeting of the Board of Directors, a majority of
the directors present thereat may adjourn such meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.

3.6. COMPENSATION OF DIRECTORS.

The Board of Directors shall have the authority to fix the
compensation of directors. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

4. COMMITTEES.

The Board of Directors may by resolution create one or more
committees and appoint members of the Board of Directors to serve on the
committees at the pleasure of

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<PAGE> 8

the Board of Directors. To the extent specified in a resolution adopted by the
Board of Directors, each committee may exercise the full authority of the Board
of Directors, except as limited by Section 141 (or any successor section) of
the Delaware General Corporation Law. All provisions of the Delaware General
Corporation Law and these Bylaws relating to meetings, action without meetings,
notice (and waiver thereof), and quorum and voting requirements of the Board of
Directors apply, as well, to such committees and their members.

5. OFFICERS

5.1. POSITIONS.

The officers of the Corporation shall be a President, a Secretary
and a Treasurer, and such other officers as the Board of Directors (or an
officer authorized by the Board of Directors) from time to time may appoint,
including one or more Chairpersons of the Board, one or more Senior Vice
Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers.
Each such officer shall exercise such powers and perform such duties as shall
be set forth below and such other powers and duties as from time to time may be
specified by the Board of Directors or by any officer(s) authorized by the
Board of Directors to prescribe the duties of such other officers. Any number
of offices may be held by the same person, except that in no event shall the
President and the Secretary be the same person.

5.2. POWERS.

(a) Each officer shall have, in addition to the duties and powers
set forth herein, such duties and powers as are commonly incident to such
officer's office and such additional duties and powers as the Board of
Directors may from time to time authorize.

(b) Powers of attorney, proxies, waivers of notice of meetings,
consents and other instruments relating to securities or partnership interests
owned by the Corporation may be executed in the name of and on behalf of the
Corporation by any Chairperson or the President and such officer may, in the
name of and on behalf of the Corporation, take all such action as any such
officer may deem advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may own
securities, or at any meeting of any partnership in which the Corporation owns
an interest, and at any such meeting shall possess and may exercise any and all
rights and powers incident to the ownership of such securities or partnership
interest and which, as the owner thereof, the Corporation might have possessed
and exercised, if present.

5.3. CHAIRPERSON.

Any Chairperson shall (when present) preside at all meetings of the
Board of Directors and stockholders, and shall ensure that all orders and
resolutions of the Board of Directors and stockholders are carried into effect.
Any Chairperson may

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<PAGE> 9

execute bonds, mortgages and other contracts, under the seal of the
Corporation, if required, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.

5.4. PRESIDENT.

The President of the Corporation shall have overall responsibility
and authority for management of the operations of the Corporation, subject to
the authority of the Board of Directors. Unless otherwise specified by the
Board of Directors, the President shall ensure that all orders and resolutions
of the Board of Directors and stockholders are carried into effect. The
President may execute bonds, mortgages and other contracts, under the seal of
the Corporation, if required, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.

5.5. VICE PRESIDENT.

Any Vice President shall have such duties and powers as shall be
set forth in these Bylaws or as shall be designated from time to time by the
Board of Directors or the President. In the absence of the President or in the
event of the President's inability or refusal to act, the Vice President (or in
the event there be more than one Vice President, the Vice Presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. Any Vice President may execute bonds, mortgages and other documents
under the seal of the Corporation, except where required or permitted by law to
be otherwise executed and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.

5.6. SECRETARY.

The Secretary shall have responsibility for preparation of minutes
of meetings of the Board of Directors and of the stockholders and for
authenticating records of the Corporation. The Secretary shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors. The Secretary or an Assistant Secretary also may
attest all instruments signed by any other officer of the Corporation.

5.7. ASSISTANT SECRETARY.

The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there
shall have been no such determination, then in the order of their election),
shall, in the absence of

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<PAGE> 10

the Secretary or in the event of the Secretary's inability or refusal to act,
perform the duties and exercise the powers of the Secretary.

5.8. TREASURER.

The Treasurer shall have responsibility for the custody of the
corporate funds and securities and shall see to it that full and accurate
accounts of receipts and disbursements are kept in books belonging to the
Corporation. The Treasurer shall render to the President, the Vice President,
and the Board of Directors, upon request, an account of all financial
transactions and of the financial condition of the Corporation.

5.9. ASSISTANT TREASURER.

The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there shall have been no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer.

5.10. TERM OF OFFICE.

The officers of the Corporation shall hold office until their
successors are chosen and qualified or until their death, earlier resignation
or removal. Any officer may resign at any time upon written notice to the
Corporation. Any officer elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by the affirmative vote of a
majority of the Board of Directors.

5.11. FIDELITY BONDS.

The Corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.

6. CAPITAL STOCK.

6.1. CERTIFICATES OF STOCK; UNCERTIFICATED SHARES.

The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's stock shall be
uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates, and upon request
every holder of uncertificated shares, shall be entitled to have a certificate
(representing the number of shares registered in certificate form) signed in
the name of the Corporation by any Chairperson, the President or any Vice
President, and by the Treasurer, Secretary or any Assistant Treasurer or
Assistant Secretary. Any or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar whose signature or
facsimile signature appears on a certificate shall have

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<PAGE> 11

ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

6.2. LOST CERTIFICATES.

The Board of Directors, any Chairperson, the President or the
Secretary may direct a new certificate of stock to be issued in place of any
certificate theretofore issued by the Corporation and alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming that the certificate of stock has been lost, stolen or
destroyed. When authorizing such issuance of a new certificate, the Board of
Directors or any such officer may, as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or such owner's legal representative, to advertise the same in
such manner as the Board of Directors or such officer shall require and/or to
give the Corporation a bond, in such sum as the Board of Directors or such
officer may direct, as indemnity against any claim that may be made against the
Corporation on account of the certificate alleged to have been lost, stolen or
destroyed or on account of the issuance of such new certificate or
uncertificated shares.

6.3. RECORD DATE.

(a) ACTIONS BY STOCKHOLDERS.

In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders (or to take any
other action), the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors and shall not be less than 10 nor more than
60 days before the meeting or action requiring a determination of stockholders.

In order that the Corporation may determine the stockholders
entitled to consent to corporate action without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors.

A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, unless the Board of Directors fixes a new record date.

If no record date is fixed by the Board of Directors, the record
date shall be at the close of business on the day next preceding the day on
which notice is given, or if notice is not required or is waived, at the close
of business on the day next preceding the day on which the meeting is held or
such other action is taken, except that (if no record date is established by
the Board of Directors) the record date for determining

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<PAGE> 12

stockholders entitled to consent to corporate action without a meeting is the
first date on which a stockholder delivers a signed written consent to the
Corporation for inclusion in the minute book of the Corporation.

(b) PAYMENTS.

In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

The Corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive
dividends, to receive notifications, to vote as such owner, and to exercise all
the rights and powers of an owner. The Corporation shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise may be provided by the Delaware General
Corporation Law.

7. INSURANCE.

The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation (or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise)
against liability asserted against or incurred by such person in such capacity
or arising from such person's status as such (whether or not the Corporation
would have the power to indemnify such person against the same liability).

8. GENERAL PROVISIONS.

8.1. INSPECTION OF CORPORATE BOOKS AND RECORDS.

Any stockholder, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
Corporation's stock ledger, a list of its stockholders, and its other corporate
books and records, and to make copies or extracts therefrom. A proper purpose
shall mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be

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<PAGE> 13

accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand
under oath shall be directed to the Corporation at its registered office or at
its principal place of business.

8.2. DIVIDENDS.

The Board of Directors may declare dividends upon the capital stock
of the Corporation, subject to the provisions of the Certificate of
Incorporation and the laws of the State of Delaware.

8.3. RESERVES.

The Board of Directors may set apart, out of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.

8.4. EXECUTION OF INSTRUMENTS.

All checks, drafts or other orders for the payment of money, and
promissory notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

8.5. FISCAL YEAR.

The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

8.6. SEAL.

The corporate seal shall be in such form as the Board of Directors
shall approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

9. AMENDMENTS TO BYLAWS.

The Board of Directors may from time to time adopt, amend and
repeal these Bylaws. Such action by the Board of Directors shall require the
affirmative vote of at least a majority of the directors then in office.

* * * * *

The foregoing Bylaws were adopted by the Board of Directors on
______________________ ______, 1996.

---------------------------------------
Peter E. Deliso
Secretary

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<PAGE> 1
EXHIBIT 10.2

September 14, 1990

Mr. Piyush Sodha
1529 Farington Drive
Plano, TX 75075

Dear Mr. Sodha:

We are pleased to offer you the position of Chief Operating Officer of LCC
Incorporated, reporting directly to me. The proposed terms and conditions for
your employment are set forth in two separate agreements which are enclosed.
One is an LCC Employment Agreement, and the other is an Employee Agreement on
Ideas, Inventions and Confidential Information.

If you wish to accept the offer, we would like you to report for work no later
than November 1, 1990. LCC's normal hours are Monday through Friday, 9:00 a.m.
to 5:30 p.m. with an hour for lunch. This is our formal offer and requires
your acceptance within three days of receipt.

In addition to the terms and conditions in the enclosed agreements, LCC is in
the process of formulating a phantom stock program. With phantom stock, unlike
traditional shares of stock, you are not a shareholder in the corporation, but
you do receive the financial benefit of any increase in the value of the
company's stock.

If our efforts bear fruit in the form of an acceptable phantom stock program,
it is LCC's intention to allocate to the position of Chief Operating Officer,
financial benefits equal to those that would be enjoyed by the owner of one
percent of LCC's stock. Benefits associated with up to an additional one
percent of LCC's stock would be reserved for allocation to the Chief Operating
Officer on the first anniversary of employment based upon performance as
evaluated by LCC's Board of Directors.

I wish to emphasize, however, that no phantom stock program is yet in place,
and I cannot at this time anticipate the specific terms of the program we are
hoping to establish or when it might be ready. In the event that no phantom
stock program is implemented, you will receive the equivalent percentage in
LCC's profit sharing for the year. Please note that neither the profit sharing
plan nor the phantom stock will reflect any profits from APEX Corporation or
LCC of Mexico, nor will any financial gains derived from these two companies be
included in your compensation.

Further compensation will be provided in the form of a one-time bonus at the
end of calendar year 1990, in the amount of one percent (1%) of LCC's 1990
profits

<PAGE> 2

Mr. Piyush Sodha
September 14, 1990
Page 2

prorated to the length of your employment with LCC, but not less than fifteen
thousand dollars ($15,000.00).

If you wish to accept LCC's offer, please countersign a copy of this letter,
sign a copy of each of the enclosed agreements and return all of the signed
documents to me within five days after your receipt of this letter. An extra
copy of each of these documents is enclosed for your files, and a memo
regarding employee verification is also enclosed.

I would be happy to answer any questions you may have regarding LCC or its
offer to you. We hope that you will accept this offer, and we look forward to
your joining the LCC staff.

Sincerely, Accepted:

/s/ NEERA SINGH /s/ PIYUSH SODHA
- ---------------------- ------------------------------
Neera Singh Piyush Sodha
Executive Vice President
10/1/90
------------------------------
Date

Enclosures

<PAGE> 3

October 11, 1990

Mr. Piyush Sodha
1596 Farington Drive
Plano, Texas 75075

RE: Employment Agreement dated the 1st day of October, 1990

Dear Mr. Sodha:

Pursuant to subsection 3.4 of the above captioned Employment Agreement the
undersigned, LCC Incorporated (hereinafter "LCC"), agreed to provide you a
relocation allowance and home sale assistance program administered through PHH
Home Equity (hereinafter "PHH"). The total obligation of LCC pursuant to
subsection 3.4 was not to exceed $50,000 in the aggregate. Following execution
of the Employment Agreement, we have determined that it is inappropriate to
engage PHH to assist in the disposal of your residence located at 1595
Farington Drive, Plano, Texas (the matters with respect to the disposition of
the Existing Residence and our assistance in order to permit you to settle on a
new home within the Washington, D.C. metropolitan area (the "Replacement
Residence").

This letter shall serve to modify and amend the obligations of LCC
pursuant to section 3.4. In the event you settle on a Replacement Residence
prior to the sale of the Existing Residence, LLC hereby agrees to assist you in
obtaining a "bridge loan" in an amount equal to the equity which would have
been available for distribution to you assuming the Existing Residence was sold
at the Appraised Value (as such term is defined below).

For purposes hereof the "Appraised Value" shall be defined to be the
arithmetic mean of the three market determinations made by three independent
commercial real estate firms to be selected by you, doing business in Plato,
Texas. We understand that prior to your relocating to the Washington, D.C.
area you will engage one of such firms to market the Existing Residence. LCC
agrees to reimburse you for any monthly interest payments on the bridge loan
pending settlement of the Existing Residence, and further, to pay at settlement
any normal and customary expenses incurred by you in connection with your sale
of the Residence. Further, LCC shall remain obligated to reimburse you for
reasonable closing costs associated with your acquisition of the Replacement
Residence.

<PAGE> 4

Mr. Piyush Sodha
October 11, 1990
Page 2

The maximum obligation of LCC pursuant to the provisions contained in this
letter shall remain at the $50,000 amount presently set forth in subsection
3.4, it being intended that LCC shall incur up to $50,000 in reasonable
expenses and closing costs, together with interest on the bridge loan, as
aforesaid. The aforesaid provisions remain expressly subject to the conditions
set forth in the first sentence of section 3 of the Employment Agreement
requiring your remaining in the employ of LCC for a period of not less than one
year.

In addition, we will require your cooperation in order to permit us to
prepare the necessary documents required by the Internal Revenue Service in
connection with all such payments.

We trust that the foregoing will be acceptable and ask that you
acknowledge your acceptance of such terms where indicated below and return a
countersigned copy of this letter as soon as possible.

We look forward to welcoming you to the Washington, D.C. area.

Sincerely,
LCC Incorporated

By:/s/ NEERA SINGH
-----------------------------

ACCEPTED AND AGREED:

/s/ PIYUSH SODHA
- -----------------------------
Piyush Sodha

<PAGE> 5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 1st day of
October, 1990, between (i) LCC INCORPORATED ("LCC"), with offices at
1835 K Street, N.W., suite 900, Washington, D.C. 20006, and (ii) PIYUSH SODHA
("Executive"), who resides at 1595 Farington Drive, Plano, Texas 75075, who,
intending to be legally bound, hereby agree as follows:

INTRODUCTION

A. LCC engages in the business of providing communications engineering services
to persons and entities establishing cellular radiotelephone systems, and
Executive has experience with the telecommunications industry.

B. LCC wishes to employ Executive, on an at-will basis, as Chief Operating
Officer for LCC, and Executive wishes to accept such employment, all in
accordance with the terms and conditions of this Agreement.

AGREEMENT

1. Duties of Executive

1.1 Position. LCC shall employ Executive at will in the capacity of Chief
Operating Officer. In accepting such employment, Executive hereby undertakes
and assumes responsibility for performing such duties as shall be assigned to
Executive by LCC at any time and from time-to-time. It is understood and
agreed that any modification of Executive's title and/or duties hereunder by
LCC shall not, unless expressly agreed upon between LCC and Employee in a duly
executed amendment to the Agreement, result in any increase or decrease in
Executive's compensation as described in Section 2 hereof.

1.2 Commitment. Executive covenants and agrees that, at all times as long as
he is an officer of LCC, Executive shall devote his full-time efforts to his
duties as an officer and employee of LCC. Executive further covenants and
agrees that he will not, directly or indirectly, engage or participate in any
activities at any time during the term of this Agreement that are in conflict
with the best interest of LCC.

2. Compensation

2.1 Salary. As compensation for the services to be rendered by Executive to
LCC under this Agreement, and subject to compliance by Executive with all of
his representations, covenants, duties and obligations under this Agreement and
that certain Employee Agreement on Ideas, Inventions and Confidential
Information described more fully in Section 4 hereof, Executive shall be paid,
so long as he shall

<PAGE> 6

be employed by LCC, at the initial rate of One Hundred Twenty-Five Thousand
Dollars ($125,000.00) per year, payable on the same basis as other employees of
LCC are paid generally. Formal reviews of performance and salary will occur
periodically. These reviews may result in an increase in salary.

2.2 Automobile Allowance. As further compensation for the services to be
rendered by Executive to LCC under this Agreement, Executive shall be paid an
automobile allowance equal to Four Hundred Fifty Dollars ($450.00) per month.
LCC and Executive acknowledge that it shall be Executive's responsibility to
procure, maintain and adequately insure any automobile to be used by Executive
in the performance of his obligations hereunder.

2.3 Benefits. Executive shall be entitled to participate in such group medical
and hospitalization, disability and life insurance plans, if any, and any other
employee benefits as are now available or may hereafter, be made available to
executive-level employees of Employer; provided, however, that employer
reserves the right to terminate any or all of such benefits at any time upon
(5) business days prior notice to Executive. In addition to the foregoing,
Executive shall be entitled to the use of a parking space, without charge,
convenient to LCC's place of business.

2.4 Expenses. Employer shall pay or reimburse Executive for all reasonable and
necessary expenses incurred by him in accordance with LCC's employee expense
reimbursement policy and in connection with its duties hereunder.

3. Relocation Expenses

Subject to Executive's remaining in the employ of LCC for a period of not less
than one (1) year after the date of this Agreement, LCC agrees to reimburse
Executive for the following relocation expenses:

3.1 Airfare. LCC shall reimburse Executive for all cost of coach class airfare
from Texas to Washington, D.C. for (a) up to two (2) round trips by Executive
and his spouse for the purpose of securing living accommodations and (b) one
(1) one-way trip to relocate Executive and his immediate family.

3.2 Temporary Housing Allowance. LCC will reimburse temporary housing costs
incurred by Executive for ten (10) weeks, up to a maximum amount of Three
Thousand Dollars ($3,000.00).

3.3 Shipment of Personal Property. LCC will reimburse Executive for all
reasonable and documented shipping costs incurred in moving clothing, household
furnishings and up to two family automobiles to the Washington, D.C. area.

<PAGE> 7

3.4 Relocation Allowance. LCC shall provide Executive with a home sales
assistance program, managed through P.H.H. Home Equity in the disposal of
current residence and shall bear all reasonable expenses associated with such a
sale. In addition, LCC shall reimburse Executive for reasonable closing costs
associated with the acquisition of a replacement residence in the Washington,
D.C. area. All associated costs in section 3.4 shall not exceed Fifty Thousand
Dollars ($50,000.00).

3.5 Remittance Obligation. In the event of any termination of this Agreement
by either party for any reason, other than a termination by LCC in accordance
with Section 5.4 hereof, Executive shall be obligated to remit to LCC the full
amount of all allowances and reimbursements paid by LCC to Executive or on
Executive's behalf in accordance with this Section 4.

4. Ideas, Inventions and Confidential Information

The LCC Employee Agreement on Ideas, Inventions and Confidential Information,
which has been executed by Executive and LCC and is annexed hereto as Exhibit
A, is hereby made a part of this Agreement just as if the terms of such
agreement had been set forth in full herein; provided, however, that the terms
of such agreement shall survive, in accordance with its terms, any termination
or expiration of this Agreement.

5. Termination

5.1 By Executive. This Agreement may be terminated by Executive for any reason
or for no reason at all upon ninety (90) days prior written notice to Employer.

5.2 By LCC: With Cause. This Agreement may be terminated by LCC with cause in
the event of (a) any dishonesty or criminal misconduct by Executive, (b) any
failure by Executive to observe or perform any of his duties or obligations
hereunder, or under the LCC Employee Agreement on Ideas, Inventions and
Confidential Information described more fully in Section 4 hereof, and the
continued failure of Executive to observe or perform the same for a period of
seven (7) business days from the date of his receipt of written notice from LCC
specifying the act(s) or omission(s) deemed by LCC to be in violation of or
contrary to the provisions of this Agreement, or (iii) gross negligence in the
performance of his duties.

5.3 By LCC: Executive's Disability. In the event that Executive is prevented,
for a period exceeding three (3) consecutive months, or for more than one
hundred twenty (120) working days during any twelve (12) consecutive month
period, from performing his obligations hereunder by reason of any accident,
illness or other

<PAGE> 8

incapacity, LCC shall have the option to terminate this Agreement effective
immediately upon written notice to Executive.

5.4 By LCC: Without Cause. This Agreement may be terminate by LCC without
cause and without notice, provided the Executive is compensated the equivalent
of ninety (90) days base salary.

5.5 Effect of Expiration or Termination. Payment of compensation and any other
benefit hereunder shall cease as of the effective date of any expiration or
termination of this Agreement.

6. Miscellaneous

6.1 Governing Law. This Agreement shall be governed by the laws of the State
of Virginia without regard to the principles of conflicts of laws.

6.2 Severability. No determination by a court of competent jurisdiction that
any term or provision of this Agreement is invalid or otherwise unenforceable
shall operate to invalidate or render unenforceable any other term or provision
of this Agreement and all remaining provisions shall be enforced in accordance
with their terms.

6.3 Notices. Any notice required or permitted to be given hereunder shall be
sufficient if in writing and sent by certified or registered mail, return
receipt requested, first-class postage prepaid, if to Executive, to his address
in LCC's records, and if to LCC, to the address of its principal office and
directed to the attention of Dr. Rajendra Singh.

6.4 Entire Agreement. This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and supersedes all prior
and contemporaneous agreements, negotiations and understandings, oral or
written. This agreement may be modified only by an instrument in writing duly
executed by both parties.

6.5 Counterparts. This Agreement may be signed in two or more counterparts,
each of which shall be deemed an original but all of which shall together
constitute one and the same Agreement.

6.6 Titles and Captions. Titles and captions are used herein for convenient
reference only and shall not affect the interpretation or construction of this
Agreement.

<PAGE> 9

Accepted and agreed to by the parties or by their duly authorized
representatives as of the date first set forth above.

LCC INCORPORATED PIYUSH SODHA (EXECUTIVE)
- ---------------- ------------------------

/s/ RAJENDRA SINGH /s/ PIYUSH SODHA
- ------------------------------ ------------------------------
Rajendra Singh Piyush Sodha
President

<PAGE> 1
EXHIBIT 10.3

AGREEMENT OF LEASE

(TENTH FLOOR - 7,070 SQUARE FEET)

Between

LCC, INC.
Tenant

and

SECOND COURTHOUSE PLAZA ASSOCIATES
LIMITED PARTNERSHIP

THE CHARLES E. SMITH COMPANIES
Landlord

<PAGE> 2

LEASE ABSTRACT

LCC, INC.

<TABLE>
<S> <C>
LOCATION: Arlington Courthouse Plaza II
2300 Clarendon Boulevard
Arlington, Virginia 22201

DEMISED PREMISES: Suite 1003 - 10th Floor
measuring approximately 7,070
square feet.

LEASE TERM: Three (3) years with one (1)
six (6) year nine (9) month
and two (2) five (5) year
options to renew.

RIGHT TO TERMINATE: Option to terminate (during
1st renewal period) as of
November 30, 1966 with twelve
(12) months prior written
notice. No cancellation
penalty.

BASE RENT: Years 1-3 $25.00 per square
foot

BASE RENT ESCALATION: Thirty percent (30%) of CPI
based on the net rent
component of $17.84 per square
foot, but in no event greater
than two and one half percent
(2.5%) of previous year's
adjusted base rent.

OPERATING EXPENSE
AND REAL ESTATE
TAX ESCALATION: Increases in Operating
Expenses and Real Estate Taxes
over and above the costs
incurred in the base year.
Base year is calendar year
1991 adjusted to reflect
ninety-five percent (95%)
occupancy and shall in no
event be less than $7.16 per
square foot.

RENTAL ABATEMENT: Months one (1), two (2), three
(3), thirteen (13), fourteen
(14) and fifteen (15) base
annual rent abated.

FIRST MONTH'S RENT: $14,729.17 cash or Letter of
Credit with lease execution.

SECURITY DEPOSIT: $14,729.17 cash or Letter of
Credit held for the three (3)
year lease term. In the event
the first renewal option is
exercised, the security
deposit will be held for the
first five (5) years.
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
LANDLORD'S
CONTRIBUTION: Unlimited Building Standard Tenant Work
plus an allowance of $81,305 ($11.50 per
square foot) (plus a partitioning credit of
$23.70 per linear foot for work station
partitions and $50.00 per work station for
electrical).

ADDITIONAL TENANT
ALLOWANCE: Space Plan Allowance $1.12 per square foot

LANDLORD'S PAYMENT
OF ALLOWANCE: Within thirty (30) days of Tenant approved
invoices. Landlord will pay one and one
half percent (1.5%) per month on any
balance outstanding after sixty (60) days.

LEASE COMMENCEMENT: Upon substantial completion of all Tenant
work (projected to be March 1, 1991).
Space to be delivered on or before a Friday
to allow for move-in over a weekend, with
lease commencement postponed to the next
succeeding Monday.

ACCESS PRIOR TO
LEASE COMMENCEMENT: During the last thirty (30) days of
construction with last ten (10) days
substantially free of Landlord's
contractors.

RENEWAL OPTIONS: First renewal option (six (6) years nine
(9) months) at the same rental as escalated
on the initial space leased, with nine (9)
months prior written notice. The two (2)
five (5) year options, exercised upon
twelve (12) months prior written notice at
ninety-five percent (95%) of market rent
including market concessions.

SUBLETTING AND
ASSIGNMENT: LCC shall have the right to sublease or
assign subject only to Landlord's approval
which approval shall not be unreasonably
withheld, conditioned or delayed.

PARKING: Fourteen (14) spaces. Rate of sixty-five
dollars ($65) for first (1st) year with
maximum annual increase of five percent
(5%).

HOURS OF OPERATION: 8:00 a.m. - 7:00 p.m., Monday through Friday
9:00 a.m. - 2:00 p.m. Saturday.
</TABLE>

<PAGE> 4

<TABLE>
<S> <C>
OVERTIME HVAC: $51.86 per hour for one (1) floor Monday
through Saturday, $62.75 per hour for one
(1) floor Sunday and holidays (minimum of
four (4) hours on Sundays and holidays).
Each additional floor--add $19.14 per hour
(rates subject to change to reflect
increased costs).

LEGAL HOLIDAYS: Services will not be provided on:

New Year's Day
President's Day
Memorial Day
Independence Day
Labor Day
Columbus Day
Thanksgiving Day
Christmas Day.

BUILDING SECURITY: Electronic card reader on suite entry door.

BUILDING ACCESS: Continuous access to the demised premises
and the parking garage.

ELECTRICAL
CONSUMPTION BY
TENANT: Not to exceed five (5) watts per square
foot for Tenant's lighting and equipment.
Landlord may sub-meter at Landlord's
expense.

NON-DISTURBANCE: Existing and future mortgagees.

PUNCH LIST ITEMS: To be completed within thirty (30) days of
lease commencement. If after forty-five
(45) days any items not complete, LCC
shall receive one (1) day of free rent for
each day not completed.

REPAINTING: At the end of the fifth (5th) year (if
option to terminate not exercise).

BROKERS: Fred A. Ezra
Robert L. Bassett
</TABLE>

<PAGE> 5

This Lease, made this 28th day of January, 1991 between SECOND COURTHOUSE
PLAZA ASSOCIATES LIMITED PARTNERSHIP, a Virginia limited partnership,
(hereinafter referred to as "Landlord"), and LCC, INC., a Delaware corporation,
(hereinafter referred to as "Tenant").

Landlord, for and in consideration of the covenants and agreements set
forth hereinafter, leases to Tenant, and Tenant leases from Landlord, the
premises described, for the use set forth and for the term and at the rent
reserved herein.

1. SPECIFIC PROVISIONS

1.1 Demised Premises

(a) Space Description: Suite 1003.

(b) Floor Area: Approximately 7,070 square feet
(Washington D.C. Association of Realtors Standard Floor Area
Measure in effect at the time of execution of this Lease) as
shown on Exhibit "A", to be adjusted once Tenant's preliminary
plan is finalized, as provided in Section 66. Core Factors
are: 4.5% (whole floor tenant); 12.77% (for floors with
multiple tenants).

(d) Address: 2300 Clarendon Boulevard
Arlington, Virginia 22201

1.2 Term of Lease: Three (3) years, commencing on March 1, 1991,
and expiring on February 28, 1994, both dates inclusive. The
commencement and expiration dates designated in Section 1.2 shall be
postponed if Landlord has not substantially completed construction
of the demised premises by March 1, 1991, and Tenant has not delayed
Landlord's work. Notwithstanding the foregoing, the Lease
Commencement Date shall be subject to Landlord's giving Tenant ten
(10) days' prior written notice of the Lease Commencement Date,
together with the further requirement that all of the work necessary
for Tenant to lawfully commence to use and occupy the premises for
the conduct of Tenant's business operations shall have been
completed by the Lease Commencement Date.

1.3 Base Annual Rent: ONE HUNDRED SEVENTY-SIX THOUSAND SEVEN
HUNDRED FIFTY and 04/100 Dollars ($176,750.04), payable in equal
monthly installments of FOURTEEN THOUSAND SEVEN HUNDRED TWENTY-NINE
and 17/100 Dollars ($14,729.17), hereinafter referred to as "base
monthly rent".

<PAGE> 6

1.4 Base Year: "Base Year" shall mean fiscal year of Landlord
ending December 31, 1991.

(a) Base real estate taxes: $484,203.00
(but in no event less than $1.86 per square foot)

(b) Base operating expenses: $1,309,141.00
(but in no event less than $5.30 per square foot)

Notwithstanding anything in this Lease to the contrary, Operating
Expenses and Real Estate Taxes for the Base Year shall be "grossed-up" on
the basis of a Ninety-Five Percent (95%) occupied building and fully
assessed building. Without limiting the foregoing, Operating Expenses
for the Base Year only shall be grossed up to reflect the impact of
savings or discounts which result from reduced first year service
contracts, manufacturers' guarantees and similar items which temporarily
lower Operating Expenses. Tenant shall receive no less favorable
treatment as to such gross up of taxes and expenses than Landlord gives
to the "most favored" tenant in the building but in no event shall real
estate taxes for the base year be less than $1.86 per square foot, nor
shall operating expenses for the base year be less than $5.30 per square
foot.

1.5 Additional Rent: Payable in equal monthly installments,
commencing on March 1, 1992, consisting of each of the following:

(a) Tenant's pro rata share equal to Two and Seventy-Two Hundredths
Percent (2.72%) of any increase in Real Estate Taxes over the Base
Year Real Estate Taxes; and

(b) Tenant's pro rata share equal to Two and Eighty-Six Hundredths
Percent (2.86%) of any increase in Operating Expenses over the Base
Year Operating Expenses; and

(c) A percentage of Net Base Annual Rent, which is agreed to be
$17.84 per square foot of floor area as determined pursuant to
Subsection 1.1(b) above, equal to Thirty Percent (30%) of the
percentage increase in the CPI over the CPI for "the base period"
in the year 1991.

1.6 Security Deposit: FOURTEEN THOUSAND SEVEN HUNDRED
TWENTY-NINE and 17/100 Dollars ($14,729.17).

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<PAGE> 7

1.7 (a) Date for Tenant to deliver to Landlord the following
drawings:

<TABLE>
<CAPTION>
Approved Architectural
Working Drawings
Permit Drawings Including Details
------ -------- --------- -------
<S> <C>
12/11/90 12/11/90
</TABLE>

(b) Tenant shall have Five (5) working days to approve plumbing,
electrical and mechanical working drawings and cost schedule
prepared by Landlord.

1.8 Standard Building Operating Days and Hours:

8:00 A.M. to 7:00 P.M. Monday - Friday

9:00 A.M. to 2:00 P.M. Saturday

1.9 Use of Premises:

General office use in keeping with the quality and nature of this
first class office building, including calibrating and designing of
cellular telecommunications testing equipment and shipping thereof.
Landlord represents to Tenant that Tenant's proposed usage is
permissible under all existing laws, regulations and ordinances and
that there exist no covenants, conditions or other matters of
record which would adversely affect Tenant's usage.

1.10 (a) Address for Notices to Tenant:

LCC, Inc.
2300 Clarendon Boulevard
Suite 800
Arlington, Virginia 22201
Attn: President

AND

Grossberg, Yochelson, Fox & Beyda
2100 Pennsylvania Avenue, N.W.
Suite 770
Washington, D.C. 20037
Attn: Richard Levin, Esq.
(b) Address for Notices to Landlord:

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<PAGE> 8

Second Courthouse Plaza Associates Limited Partnership
c/o Charles E. Smith Management, Inc.
2345 Crystal Drive
Arlington, Virginia 22202

1.11 Special Provisions:

<TABLE>
<S> <C>
LIMIT ON CPI ESCALATION (See Section 26)
WAIVER OF RENT (See Section 27)
LANDLORD'S IMPROVEMENTS (See Section 28)
LANDLORD'S CONTRIBUTION (See Section 29)
SPACE PLANNING, ARCHITECTURAL AND
ENGINEERING PLANS (See Section 30)
PARKING (See Section 31)
RENEWAL OPTIONS (See Section 32)
CANCELLATION OPTION (See Section 33)
OCCUPANCY PERMIT (See Section 34)
ACCESS PRIOR TO LEASE COMMENCEMENT (See Section 35)
SECURITY DEPOSIT (See Section 36)
BUILDING SERVICES AND UTILITIES (See Section 37)
SUBLETTING AND ASSIGNMENT (See Section 38)
NONDISTURBANCE (See Section 39)
MORTGAGEE PROTECTION CLAUSE (See Section 40)
CURE DEFAULT (See Section 41)
REASONABLENESS OF LANDLORD AND TENANT (See Section 42)
INTERIOR SIGNAGE (See Section 43)
GROSSED UP OPERATING EXPENSES AND
REAL ESTATE TAXES (See Section 44)
EXECUTION OF DOCUMENT (See Section 45)
LIFE SUPPORT SYSTEMS/HANDICAP FACILITIES (See Section 46)
BUILDING SECURITY SYSTEM AND TENANT
ACCESS (See Section 47)
DEFAULTS AND REMEDIES (See Section 48)
LIABILITY OF LANDLORD (See Section 49)
ADDITIONAL RENT (See Section 50)
TENANT HOLDOVER (See Section 51)
LIMITATION OF LIABILITY (See Section 52)
ADDITIONAL RENT ESTIMATES
AND ADJUSTMENTS (See Section 53)
RENT ADJUSTMENT LIMIT (See Section 54)
LATE PAYMENT FEE (See Section 55)
USE AND UPKEEP OF PREMISES (See Section 56)
MUTUAL WAIVER OF SUBROGATION (See Section 57)
DAMAGE (See Section 58)
CONDEMNATION (See Section 59)
ESTOPPEL CERTIFICATES (See Section 60)
LANDLORD'S INSURANCE (See Section 61)
BROKERS AND COMMISSIONS (See Section 62)
</TABLE>

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<PAGE> 9

<TABLE>
<S> <C>
FAIR MARKET VALUE (See Section 63)
ACCESS TO PREMISES (See Section 64)
DELAYED OCCUPANCY (See Section 65)
ADJUSTMENT OF SPACE SITE (See Section 66)
PAINTING (See Section 67)
</TABLE>

1.12 Exhibits to Lease:

Exhibit "A" - Plan
Exhibit "B" - Outline Specifications
Exhibit "C" - Building Rules and Regulations
Exhibit "D" - Cleaning Specifications

IN WITNESS WHEREOF, Landlord has caused this Lease, comprised of
Specific Provisions, General Provisions, and Special Provisions to be
signed and sealed by one or more of its General Partners, Trustees, or
Agents, and Tenant has caused this Lease, as described above, to be
signed in its corporate name by its duly authorized officer and its
corporate seal to be hereto affixed and duly attested by its Secretary.

WITNESS LANDLORD: SECOND COURTHOUSE PLAZA
ASSOCIATES LIMITED
PARTNERSHIP
/s/ JANET MODROWSKI BY /s/ ROBERT P. KOGOD (SEAL)
--------------------- --------------------------
General Partner

ATTEST: TENANT: LCC, INC.

CORPORATE
SEAL /s/ NEERA SINGH BY: /s/ RAJENDRA SINGH (SEAL)
----------------------- -------------------------
Secretary Name: Rajendra Singh
Title: President

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<PAGE> 10

GENERAL PROVISIONS

2. RENT

2.1 Base Annual Rent. Tenant shall pay the first monthly installment of
Base Annual Rent upon execution of this Lease. Tenant shall pay the remaining
monthly installments of Base Annual Rent specified in section 1.3 in advance
without deduction or demand, on the first day of each and every calendar month
throughout the entire term of the Lease, as specified in section 1.2, to and at
the office of Landlord's Agent, Charles E. Smith Management, Inc., 1735
Jefferson Davis Highway, Arlington, Virginia 22202, or to such other person or
at such other place as Landlord may hereafter designate in writing.

2.2 Additional Rent. For purposes of computing additional rent hereunder,
the Base Year as used in this Section 2 is stipulated in section 1.4. If
dollar amount for Base Year real estate taxes and operating expenses are
stipulated under section 1.4, such dollar amounts shall be used in calculating
additional rent for the purposes of this Lease and shall prevail regardless of
actual historical dollar amounts for the Base Year. Commencing on the date
specified in section 1.5, and continuing throughout the term of this Lease,
Tenant shall pay to Landlord as additional rent each of the following:

(a) Real Estate Taxes. Tenant's pro rata share, as indicated in
section 1.5(a), of any increase in real estate taxes during each fiscal year of
Landlord over the Base Year real estate taxes. The term "real estate taxes"
shall mean all taxes, general and special, levied or assessed on the land and
the building improvements of which the demised premises is a part, and on any
land and/or improvements now or hereafter owned by Landlord that provide the
building on the demised premises with parking or other services.

(b) Operating Expenses. Tenant's pro rata share, as indicated in
section 1.5(b), of any increase in operating expenses during each fiscal year of
Landlord over the Base Year operating expenses.

(i) The term "operating expenses" shall mean any and all expenses
incurred by Landlord in connection with the servicing, operation, maintenance
and repair of the building and related interior and exterior appurtenances of
which the demised premises is a part, and the cost of any services incurred in
order to achieve a reduction of or to minimize the increase in operating
expenses, including without limitation, management fees, capital expenditures
for equipment or systems installed to reduce or minimize increases in operating
expenses and capital expenditures required by any governmental ordinance, or
depreciation or amortization based on the useful life expectancy of such
equipment or systems or expenditures, the cost of contesting the validity or
amount of real estate taxes, and periodic increases in ground rent payments
under any ground lease existing at the execution of this Lease. Certain of
these expenses may be

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apportioned among two or more buildings in the same complex or locality owned
by Landlord and/or managed by Landlord's Agent.

(ii) Operating expenses shall not include any of the following,
except to the extent that such costs and expenses are included in operating
expenses as described in subsection 2.2(b)(i) above; capital expenditures and
depreciation of the building; painting or decorating of Tenant space; interest
and amortization of mortgages; ground rent; compensation paid to officers or
executives of Landlord; taxes as measured by the net income of Landlord from
the operation of the building; increases in real estate taxes; and brokerage
commissions.

(c) CPI. A percentage of the Base Annual Rent equal to the percent
stipulated in section 1.5(c) of the percentage increase in the Index now known
as "United States Bureau of Labor Statistics, Consumer Price Index for Urban
Wage Earners and Clerical Workers," all items for Washington, D.C. SMSA
(C.P.I.W.) (1967 = 100) (hereinafter referred to as the "Index"), between the
last published Index for each calendar year and the Index published for the
same period in the year stipulated in section 1.5(c) (hereinafter "base
period"). If such Index shall be discontinued or revised without substitution
of a comparable successor Index, the parties shall attempt to agree upon a
substitute formula. If the parties are unable to agree upon a substitute
formula, then the matter shall be determined by arbitration in accordance with
the rules of the American Arbitration Association then prevailing. Any
substitute formula determined by arbitration shall include all of the same
items included in the Index effective at the execution of this Lease and shall
be so designed as to achieve a result as close as possible to the result that
would have been achieved if the discontinued Index were available. Costs of
any such arbitration shall be shared equal by Tenant and Landlord.

(d) Landlord shall have the right to change its fiscal year from time
to time. If Landlord changes its fiscal year during the term of this Lease,
thereby creating a fiscal year with fewer than twelve (12) months (hereinafter
"short year"), the real estate taxes and operating expenses for the short year
shall be determined on an annualized basis by taking the monthly average of the
actual real estate taxes and operating expenses, respectively, and multiplying
each by twelve. The amounts determined by this method shall be used in
determining the increases described in subsections 2.2(a) and (b) for the
"short year".

2.3 Additional Rent Estimates and Adjustments.

(a) In order to provide for current monthly payments of additional
rent, Landlord shall submit to Tenant prior to January 1st of each year a
statement of Landlord's estimate of the amount of the increases described in
section 2.2 above together with the amount of Tenant's additional rent which
is estimated to result from such increases. Commencing on the date stipulated
in section 1.5, and continuing throughout the remaining term of this Lease,
Tenant shall pay each month one-twelfth (1/12th) of Tenant's pro rata share of
Landlord's estimate of the increase in each year for (i) real estate taxes and
(ii) operating expenses, over such items for the Base Year. In addition, Tenant
shall pay each

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month one-twelfth (1/12th) of Landlord's estimate of the annual rent increase
due to the percentage increase in the Consumer Price Index over the Base
Period.

(b) If payment of additional rent begins on a date other than January
1st under this Lease, in order to provide for current payments of additional
rent through December 31st of that partial calendar year, Landlord shall
submit to Tenant a statement of Landlord's estimate of Tenant's additional
rent for that partial year, stated in monthly increments, resulting from the
increases described in section 2.2 above. Tenant shall make these payments of
estimated additional rent together with its installments of base monthly rent.

(c) After the end of each calendar year, Landlord will as soon as
practicable submit to Tenant a statement of the actual increases incurred in
real estate taxes and operating expenses for the fiscal year ended during such
calendar year over such costs for the Base Year and the actual increase
attributable to the increase in the Consumer Price Index over the Base Period.
Such statement shall also indicate the amount of Tenant's excess payment or
underpayment based on Landlord's estimate. If additional rent paid by Tenant
during the preceding calendar year shall be in excess of, or less than, the
aggregate of its share of the actual increase incurred by Landlord for real
estate taxes and operating expenses, and the actual increase attributable to
the increase in the Consumer Price Index, Landlord and Tenant agree to make the
appropriate adjustment following the submission of Landlord's statement.
Tenant shall either pay any additional rent due with the installment of rent
due for the month following submission of Landlord's statement, or pay any
additional rent due within thirty (30) days if the Lease term has expired or is
otherwise terminated. Tenant shall deduct its excess payment, if any, from the
installment of rent for such month, or following the final year of the Lease
term, Tenant shall be reimbursed for any excess payments made.

(d) Within ten (10) days after receipt of Landlord's statement showing
actual figures for the year, Tenant shall have the right to request copies of
real estate bills and an unaudited statement of "operating expenses of the
building" prepared by Landlord's certified public accountant, which shall be
supplied to Tenant within a reasonable time after Tenant's written request.
Unless Tenant asserts specific error(s) within thirty (30) days after Landlord
has complied with Tenant's request, Tenant shall have no right to contest the
statement of actual figures for the year submitted by Landlord. No such
request shall extend the time for payments as set forth in this section 2.3
above. If Tenant has given proper notice, and if it shall be determined that
there is an error in Landlord's statement, Tenant shall be entitled to a credit
for any overpayment, which shall be applied to the next installment of rent or
refunded to a Tenant who has vacated the premises,

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or Tenant shall be billed for any underpayment and shall remit any amount owing
to Landlord within ten (10) days of receipt of such statement.

(e) In the event Tenant questions the validity of the statement of
operating expenses submitted by Landlord, Tenant shall have the right to
examine or have its accountant examine at the office of Landlord's accountant
the books and records from which such statement has been prepared. No such
examination shall extend the time for payments due in accordance with this
section 2.3, however. Tenant shall pay upon demand a reasonable sum to
reimburse Landlord for the costs of services of Landlord's accountant in
cooperating and assisting in the examination. If any error amounting to more
than five (5) percent in the operating expenses statement is found, Landlord
shall bear its accountant's costs as aforesaid.

2.4 Rent Adjustment Limit. Notwithstanding any adjustments to rent as
provided for above, in no event shall the total rent to be paid by tenant in
any month during the term of this Lease or any extension thereof be less than
the base monthly rent stipulated in section 1.3.

2.5 Survival of Rent Obligation. The obligation of Tenant with respect to
the payment of rent, or additional rent as defined in sections 2.2 and 2.10,
accrued and unpaid during the term of the Lease, shall survive the expiration
or earlier termination of the Lease.

2.6 Pro Rata Share. Tenant's "pro rata share" stipulated in section
1.5(a) and (b) represents the ratio that the area of the demised premises bears
to the total rentable area of office space contained in the building.

2.7 Prorated Rent. Any rent or additional rent payable for one or more
full calendar months in a partial calendar year at the beginning or end of the
Lease term shall be prorated based upon the number of months. Any rent or
additional rent payable for a portion of a month shall be prorated based upon
the number of days in the applicable calendar month.

2.8 Application of Rent. No payment by Tenant or receipt by Landlord of
lesser amounts of rent or additional rent than those herein stipulated shall be
deemed to be other than on account of the earliest unpaid stipulated rent. No
endorsement or statement on any check or any letter accompanying any check or
payment as rent shall be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such rent or pursue any other remedy provided in this Lease.
Any credit due to Tenant hereunder by reason of overpayment of additional rent
shall first be applied to any damages or rent owed to Landlord by Tenant if
Tenant shall be in default when said credit shall be owed.

2.9 Late Payment Fee. In the event any installment of rent or additional
rent due hereunder is not paid within ten (10) calendar days after it is due,
then

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Tenant shall also pay to Landlord as additional rent a late payment fee equal
to five percent (5%) of such delinquent rent for each and every month or part
thereof that such rent remains unpaid.

2.10 Other Tenant Costs & Expenses. All costs and expenses which Tenant
assumes or agrees to pay to Landlord pursuant to this Lease, including without
limitation costs of construction and alternations, shall be deemed additional
rent and, in the event of nonpayment thereof, Landlord shall have all the
rights and remedies herein provided for in case of nonpayment of rent,
including assessment of late payment fees.

3. CONSTRUCTION OF PREMISES AND OCCUPANCY

3.1 Tenant Plans, Construction and Rent Liability. Tenant shall use its
best efforts to deliver to Landlord for its approval, by the date specified in
section 1.7(a), preliminary plans approved in writing by Tenant showing its
partition, electrical, telephone and all other requirements set forth in Tenant
Plans Guidelines (which shall have been provided by Landlord to Tenant).
Tenant preliminary plans shall permit the preparation of working drawings and
cost estimate, and shall be certified by Tenant's architects or engineers to be
in compliance with applicable building and fire codes. Landlord's approval of
Tenant plans or work does not constitute certification by Landlord that said
plans or work meet the applicable requirements of any building codes, laws, or
regulations, nor shall it impose any liability whatsoever upon Landlord. If
Tenant's plans are not in compliance with applicable building and fire codes,
they shall not be deemed acceptable to Landlord. If Tenant's plans are
acceptable to Landlord, Landlord shall have working drawings prepared. Nothing
contained in this section 3.1, nor any delay in completing the demised
premises, shall in any manner affect the commencement date of this Lease set
forth in section 1.2 or Tenant's liability for the payment of rent from such
commencement date, except as follows. If Landlord requires longer than the
number of working days stipulated in section 1.7(b) to prepare working drawings
and prepare the cost estimate following receipt of Tenant's approved
preliminary drawings, or if Landlord requires longer than the number of working
days stipulated in section 1.7(c) to substantially complete construction
improvements in the demised premises, then the date for payment of rent
covenanted and reserved to be paid herein shall be put off by one day for each
extra day Landlord requires for foregoing preparation of working drawings and
cost estimate and/or substantial completion of construction improvements. For
purposes of this section 3.1, substantial completion of construction
improvements shall mean when all work to be performed by Landlord pursuant to
the approved working drawings has been completed, except for minor items of
work and minor adjustments of equipment and fixtures that can be completed
after occupancy of the demised premises without causing undue interference with
Tenant's reasonable use of the demised premises (i.e., so-called "punch-list"
items). In the event Tenant's plans specify any improvements that are not
building standard, however, the

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delivery and installation of which precludes Landlord from completing the
demised premises for Tenant's occupancy by the commencement date hereof, or in
the event any work to be performed by Tenant or Tenant's Contractors delays
Tenant's occupancy by the commencement date hereof Tenant shall nevertheless
remain liable for the payment of rent from such commencement date.

3.2 Possession. If Landlord shall be unable to tender possession of the
demised premises on the date of the commencement of the term hereof, set forth
in section 1.2, by reason of: (a) the fact that the premises are located in a
building being constructed and which has not been sufficiently completed to
make the premises ready for occupancy; (b) the holding over or retention of
possession of any tenant or occupant; or (c) for any other reason beyond the
control of Landlord, Landlord shall not be subject to any liability for the
failure to tender possession on said date. In the case of holding over,
provided Landlord shall promptly institute suit for recovery of the premises
and diligently pursue the same, Landlord shall have no responsibility for any
delay in tendering possession of the denised premises. Under such
circumstances the rent reserved and covenanted to be paid herein shall not
commence until possession of the demised premises is tendered to Tenant. No
such failure to give possession on the date of commencement of the term shall
in any other respect affect the validity of this Lease or the obligations of
Tenant hereunder, nor shall same be construed to extend the termination date of
this Lease set forth in section 1.2. If permission is given to Tenant to enter
into possession of the demised premises prior to the date specified as the
commencement of the term of this Lease, Tenant covenants and agrees that such
occupancy shall be deemed to be under all the terms, covenants, conditions and
provisions of this Lease, except that Tenant shall be responsible for payment
of rent, in advance, at the rate of 1/30th of the base monthly rent set forth
in section 1.3 for each day of such occupancy prior to the date for the
commencement of the term of this Lease.

3.3 Occupancy Permits. Tenant shall be responsible for obtaining
occupancy permits and any other permits or licenses necessary for its lawful
occupancy of the demised premises.

4. SUBLETTING AND ASSIGNMENT

4.1 Consent. Tenant will not sublet the demised premises or any part
thereof or transfer possession or occupancy thereof to any person, firm or
corporation, or transfer or assign this Lease, without the prior written
consent of Landlord, which consent shall be in Landlord's sole discretion to
give or withhold. No subletting or assignment hereof shall be effected by
operation of law or in any other manner unless with prior written consent of
Landlord. Tenant further agrees that any permitted subletting of the demised
premises shall be subject to the provisions of section 4.3. No assignment
shall be made except for the entire premises demised by this Lease. Tenant
further agrees that any permitted assignment of the Lease may be conditioned
upon payment of consideration to be

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agreed upon by Landlord and Tenant. Any subletting or assignment consented to
be Landlord shall be evidenced in writing in a form acceptable to Landlord.
Consent by Landlord to any assignment or subletting by Tenant shall not operate
as a waiver of the necessity for obtaining Landlord's consent in writing to any
subsequent assignment or subletting; nor shall the collection or acceptance of
rent from any such assignee, subtenant or occupant constitute a waiver or
release of Tenant of any covenant or obligation contained in this Lease. In
the event that Tenant defaults under this Lease in the payment of rent or
additional rent, Tenant hereby assigns to Landlord the rent due from any
subtenant of Tenant and hereby authorizes each such subtenant to pay said rent
directly to Landlord.

4.2 Recapture of Premises. In the event Tenant desires to sublet the
demised premises or assign the Lease, Tenant shall give to Landlord written
notice of Tenant's intended subtenant or assignee in order to secure Landlord's
written consent in accordance with section 4.1. Within ninety (90) days of
receipt of said notice, Landlord shall have the right: (i) to terminate this
Lease by giving Tenant not less than thirty (30) days' notice in the case of an
assignment of the entire Lease or a subletting of more than fifty percent (50%)
of the demised premises; or (ii) to terminate this Lease and simultaneously to
enter into a new lease with Tenant for that portion of the demised premises
Tenant may desire to retain upon the same terms, covenants and conditions of
the existing lease as applicable to the space retained. If Landlord exercises
its right to terminate this Lease, Tenant agrees that Landlord shall have
access to all or a portion of the demised premises sixty (60) days prior to the
effective termination date for remodeling or redecorating purposes.

4.3 Excess Rent. In the event Landlord does not exercise its right to
terminate this Lease, and Landlord has granted its written consent, Tenant may
sublet all of a portion of the demised premises. Any rent accruing to Tenant
as the result of such sublease, which is in excess of the pro rata share of
rent then being paid by Tenant for the portion of the demised premises being
sublet, shall be paid by Tenant to Landlord monthly as additional rent.

4.4 Tenant Liability. In the event of any subletting of the of the
demised premises or assignment of this Lease by Tenant, with or without
Landlord's consent, Tenant shall remain liable to Landlord for payment of the
rent stipulated herein and all other covenants and conditions contained herein.

5. SERVICES AND UTILITIES

5.1 Building Standard Services and Utilities. Landlord shall furnish
sufficient electric current for lighting and office equipment, such as
typewriters, calculators, small copiers and similar items, subject to the
limitations of section 5.3, water for lavatory and drinking purposes, lavatory
supplies, fluorescent tube replacements, automatically operated elevator
service and nightly cleaning service in accordance with Landlord's prevailing
practices, as they may be established from

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time to time, except that Landlord shall not be responsible for cleaning Tenant
kitchens or private bathrooms, Tenant rugs, carpeting and drapes. Landlord
further agrees to furnish heating and cooling during the appropriate seasons of
the year, between the hours and on the days set forth in section 1.8 (exclusive
of legal public holidays as defined in section 6103(a) and (c) of Title 5 of
the United States Code, as it may hereafter be amended, with holidays falling
on Saturday observed on the preceding Friday and holidays falling on Sunday
observed on the following Monday). All of the aforesaid services shall be
provided without cost to Tenant except as such expenses may be included in
calculating the additional rent pursuant to the provisions of sections 2.2 and
2.3. Landlord shall not be liable for failure to furnish, or for suspension or
delays in furnishing, any of such services caused by breakdown, maintenance or
repair work, strike, riot, civil commotion, government regulations or any other
cause or reason whatever beyond the control of Landlord. Suspension or
interruption of services shall not result in any abatement of rent, be deemed
an eviction or relieve Tenant of performance of Tenant's obligations under this
Lease.

5.2 Overtime Services. Should Tenant require heating and cooling services
beyond the hours and/or days stipulated in section 1.8, upon receipt of at
least 72 hours prior written notice from Tenant, Landlord will furnish such
additional service at the then prevailing hourly rates, as established by
Landlord from time to time; provided, further, that there will be a minimum
charge of four (4) hours each time overtime services are required.

5.3 Excessive Electrical Usage.

(a) Tenant will not install or operate in the demised premises any
heavy duty electrical equipment or machinery without first obtaining prior
written consent of Landlord. Landlord may, among other conditions, require as a
condition to its consent for the installation of such equipment or machinery,
payment by Tenant as additional rent for excess consumption of electricity that
may be occasioned by the operation of said equipment or machinery. Landlord
may make a periodic inspections of the demised premises at reasonable times to
determine that Tenant's electrically operated equipment and machinery complies
with the provisions of this section and section 5.4.

(b) The total average consumption of electricity, including lighting,
in excess of five (5) watts per square foot for the demised premises shall be
deemed excessive. Additionally, any individual piece of electrically operated
machinery or equipment having a name plate rating in excess of two (2)
kilowatts shall also be deemed as requiring excess electric current.

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quantity of electricity consumed by such excessive use. The cost of any such
survey or meters and of installation, maintenance and repair thereof shall be
paid for by Tenant. Tenant agrees to pay Landlord (or the utility company, if
direct service is provided by the utility company), promptly upon demand
therefor, for all such electric consumption and demand as shown by said meters,
or a flat monthly charge determined by the survey, as applicable, at the rates
charged for such service by the local public utility company. If Tenant's cost
of electricity based on meter readings is to be paid to Landlord, Tenant shall
pay a service charge related thereto.

5.4 Excessive Heat Generation. Landlord shall not be liable for its
failure to maintain comfortable atmospheric conditions in all or any portion of
the demised premises due to heat generated by any equipment, machinery or
additional lighting installed by Tenant (with or without Landlord's consent)
that exceeds design capabilities for the building of which the demised premises
are a part. If tenant desires additional cooling to offset excessive heat
generated by such equipment or machinery, Tenant shall pay for auxiliary
cooling equipment, and its operating costs including without limitation
electricity, gas, oil and water, or for excess electrical consumption by the
existing cooling system, as appropriate.

5.5 Security. Any security measures that Landlord may undertake are for
protection of the building only and shall not be relied upon by Tenant to
protect Tenant, Tenant's property, or employees, or their property.

6. USE AND UPKEEP OF PREMISES

6.1 Use. Tenant shall use and occupy the demised premises for the
purposes specified in section 1.9 and only in accordance with applicable zoning
and other municipal regulations and for no other purpose whatsoever.

6.2 Illegal and Prohibited Uses. Tenant will not use or permit the
demised premises or any part thereof to be used for any disorderly, unlawful or
extra hazardous purpose and will not manufacture any commodity therein. Tenant
will not use or permit the demised premises to be used for any purposes that
interfere with the use and enjoyment by other tenants of the building nor
which, in Landlord's opinion, impair the reputation or character of the
building of which the demised premises form a part. Tenant shall refrain from
and discontinue such use upon receipt of written notice from Landlord or no
later than three (3) days after mailing thereof.

6.3 Insurance Rating. Tenant will not do or permit anything to be done in
the demised premises or the building of which they form a part or bring or keep
anything therein which shall in any way increase the rate of fire or other
insurance in said building, or on the property kept therein, or obstruct, or
interfere with the rights of other tenants, or in any way injure or annoy them,
or those having business with them, or conflict with them, or conflict with the
fire laws or regulations, or with any insurance policy upon said building or
any part thereof, or

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with any statutes, rules or regulations enacted or established by the
appropriate governmental authority.

6.4 Alterations.

(a) Tenant will not make any alterations, installation, changes,
replacements, repairs, additions or improvements (structural or otherwise) in
or to the demised premises or any part thereof, without the prior written
consent of Landlord. All Tenant plans and specifications shall be submitted to
Landlord for prior approval. Landlord may, among other things, condition its
consent upon Tenant's agreement that any construction up-gradings required by
any governmental authority as a result of Tenant's work, either in the demised
premises or in any other part of the building, will be paid for by Tenant.
Tenant shall not install any equipment of any kind or nature whatsoever which
will or may necessitate any changes, replacements or additions to the water
system, plumbing system, heating system, air-conditioning system or the
electrical system of the demised premises without the prior written consent of
the Landlord. Tenant shall not install or use in the building any air
conditioning unit, engine, boiler, generator, machinery, heating unit, stove,
water cooler, ventilator, radiator or any other similar apparatus without the
prior written consent of Landlord, and then only as Landlord may direct.
Tenant shall not modify or interfere with the heating, ventilating and
air-conditioning supply, return or control systems without the prior written
consent of Landlord, and then only as Landlord may direct. Landlord may
condition its consent upon Tenant's payment of all costs to make such changes,
replacements or modifications. Landlord's consent to any work by Tenant or
approval of Tenant plans or specifications shall not be deemed a certification
that such work complies with applicable building codes, laws or regulations,
nor shall it impose any liability whatsoever upon Landlord.

(b) All of Tenant's approved work shall be done in accordance with
Landlord's Supplemental Rules and Regulations for Contractors and shall be done
by duly licensed contractors in accordance with all applicable laws, codes,
ordinances, rules and regulations, and Tenant shall obtain at its cost any
required permits, licenses or inspections for performance of its work. Tenant
must obtain an executed waiver of lien from each contractor or vendor that will
perform or furnish to Tenant work, labor, services or materials for any
alterations, installations, replacements, additions or improvements in or to
the demised premises, prior to the commencement of such work. Notwithstanding
the aforesaid, if any mechanic's lien shall at any time, whether before, during
or after the Lease term, be filed against any part of the building by reason of
work, labor, services or materials performed for or furnished to Tenant, Tenant
shall forthwith cause the lien to be discharged of record or bonded off to the
satisfaction of Landlord. If Tenant shall fail to cause such lien to be
discharged or bonded off within five (5) days after being notified of the
filing thereof, then, in addition to any other right or remedy of Landlord,
Landlord may discharge the lien by paying the amount claimed to be due. The

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amount paid by Landlord, and all costs and expenses, including reasonable
attorney's fees incurred by Landlord in procuring the discharge of the lien,
shall be due and payable by Tenant to Landlord as additional rent on the first
day of the next following month, or if the Lease term has expired, upon demand.

(c) All alterations, installations, including without limitation wall
to wall carpet and drapery and drapery accessories, changes, replacements,
repairs, additions, or improvements to or within the demised premises (whether
with or without Landlord's consent), shall at the election of Landlord remain
upon the demised premises and be surrendered with the demised premises at the
expiration of this Lease without disturbance, molestation or injury. Should
Landlord elect that alterations, installations, changes, replacements, repairs,
additions to or improvements made by or for Tenant upon the demised premises be
removed upon termination of this Lease or upon termination of any renewal
period hereof, Tenant hereby agrees that Landlord shall have the right to cause
same to be remove at Tenant's sole cost and expense. Tenant hereby agrees to
reimburse Landlord for the cost of such removal together with the cost of
repairing any damage resulting therefrom, and the cost of restoring the
premises to its condition at the commencement of the term of this Lease as
initially improved by Landlord. Approximately sixty (60) days prior to
Tenant's scheduled vacation of the demised premises, Landlord and Tenant shall
meet to decide what items shall be removed and what items shall remain. At
such time Tenant shall deposit with Landlord an amount equal to the estimated
costs of removal and/or restoration of the demised premises, which work shall
be performed by or for Landlord at Tenant's expense.

(d) In the event that either Landlord or Tenant, during the term hereby
demised, shall be required by the order or decree of any court, or any other
governmental authority, or by law, code or ordinance, to repair, alter, remove,
reconstruct, or improve any part of the demised premises or of the building of
which said premises are a part, then Tenant shall make or Tenant shall be
required to permit Landlord to perform such repairs, alterations, removals,
reconstructions, or improvements without effect whatsoever to the obligations
or covenants of Tenant herein contained, and Tenant hereby waives all claims
for damages or abatement of rent because of such repairing, alteration,
removal, reconstruction, or improvement.

6.5 Maintenance By Landlord. Landlord shall maintain all public or common
areas located in the building, including external and structural parts of the
building that do not comprise a part of the demised premises and are not leased
to others. Such maintenance shall be provided without cost to Tenant except as
such expenses may be included in calculating the additional rent pursuant to
the provisions of sections 2.2 and 2.3.

6.6 Signs & Advertising. No sign, advertisement or notice shall be
inscribed, painted or affixed on any part of the outside of the building, or
inside of the demised premises where it may be visible from the public areas of
the building,

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except on the directories and doors of offices, and then only in such size,
color and style as Landlord shall approve. Landlord shall have the right to
prohibit any advertisement or publication of Tenant on- or off-premises which
in Landlord's opinion tends to impair the reputation or character of the
building, Landlord or its agent. Tenant shall refrain from and discontinue
such advertisement or publication upon receipt of written notice from Landlord
or no later than three (3) days after mailing thereof.

6.7 Excessive Floor Load. Landlord shall have the right to prescribe the
weight and method of installation and position of safes, computer equipment, or
other heavy fixtures or equipment. Tenant will not install in the demised
premises any fixtures, equipment or machinery that will place a load upon the
floor exceeding the designed floor load capacity of the building. Landlord may
prescribe the placement and positioning of all such objects within the
building, and such objects shall be placed upon platforms, plates or footings
of such size as Landlord shall prescribe if necessary. All damage done to the
building by installing or removing a safe or any other article of Tenant's
office equipment, or due to its being in the demised premises, shall be
repaired at the expense of Tenant.

6.8 Moving & Deliveries.

(a) Moving in or out of the building is prohibited on days and hours
specified in section 1.8. Tenant shall provide Landlord with forty-eight (48)
hours advance written notice of any move and obtain Landlord's approval
therefor in order to facilitate scheduling use of freight elevators and loading
area.

(b) No freight, furniture or other bulky matter of any description
shall be received into the building or carried in the elevators, except as
authorized by Landlord. All moving of furniture, material and equipment shall
be under the direct control and supervision of Landlord, who shall, however,
not be responsible for any damage to or charges for moving same. Tenant shall
promptly remove from the public area adjacent to said building any of Tenant's
property delivered or deposited there.

(c) Any and all damage or injury to the demised premises or the
building caused by moving the property of Tenant into or out of the demised
premises shall be repaired at the sole cost of Tenant. Deliveries from lobby
and freight areas requiring use of hand carts shall be restricted to freight
elevators. All hand carts used in delivery, receipt or movement of freight,
supplies, furniture, or fixtures shall be equipped with rubber tires and side
guards. Tenant shall cooperate in identifying delivery contractors and movers
causing damage to the building.

6.9 Rules and Regulations. Tenant shall, and shall insure that Tenant's
agents, employees, invitees and guests, faithfully keep, observe and perform
the Building Rules and Regulations set forth in Exhibit C, attached hereto and
made a

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part hereof, and such other reasonable rules and regulations as Landlord may
make, which shall not substantially interfere with the intended use of the
demised premises, which in Landlord's judgment are needful for the general well
being, operation and maintenance of the demised premises and the building of
which they are a part, together with their appurtenances, unless waived in
writing by Landlord. In addition to any other remedy provided for herein.
Landlord shall have the right to impose a fine of $200 per incident for
violations of Building Rules and Regulations. Nothing contained in this Lease
shall be construed to impose upon Landlord any duty or obligation to enforce
such rules and regulations, or the terms, conditions or covenants contained in
any other lease, as against any other tenant, and Landlord shall not be liable
to Tenant for violation of the same by any other tenant, its employees, agents,
business invitees, licensees, customers, clients, family members or guests.
Further, it shall be in Landlord's reasonable judgment to determine whether
Tenant is in compliance with the Rules and Regulations.

6.10 Tenant Maintenance & Condition of Premises Upon Surrender. Tenant
will keep the demised premises and the fixtures and equipment therein in good
order and condition, will suffer no waste or injury thereto, and will, at the
expiration or other termination of the term hereof, surrender and deliver up
the same in like good order and condition as the premises shall be at the
commencement of the term of this Lease, subject to the provisions of section
6.4(c), ordinary wear and tear excepted.

6.11 Tenant Equipment. Maintenance and repair of equipment such as
special light fixtures, kitchen fixtures, auxiliary heating, ventilation, or
air-conditioning equipment, private bathroom fixtures and any other type of
special equipment together with related plumbing or electrical services, or
Tenant rugs, carpeting and drapes within the demised premises, whether
installed by Tenant or by Landlord on behalf of Tenant, shall be the sole
responsibility of Tenant, and Landlord shall have no obligation in connection
therewith. Notwithstanding the provisions hereof, in the event that repairs
required to be made by Tenant become immediately necessary to avoid possible
injury or damage to persons or property, Landlord may, but shall not be
obligated to, make repairs to Tenant equipment at Tenant's expense. Within ten
(10) days after Landlord renders a bill for the cost of said repairs, Tenant
shall reimburse Landlord.

7. ACCESS

7.1 Landlord's Access. Landlord, its agent or employees, shall have the
right to enter the demised premises at all reasonable times (a) to make
inspections or to make such repairs and maintenance to the demised premises or
repairs and maintenance to other premises as Landlord may deem necessary; (b)
to exhibit the premises to prospective tenants during the last six (6) months
of the term of this Lease; and (c) for any purpose whatsoever relating to the
safety, protection or preservation of the building of which the demised
premises form a part.

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7.2 Restricted Access. No additional locks, other devices or systems
which would restrict access to the demised premises shall be placed upon any
doors without the prior consent of Landlord. Landlord's consent to
installation of anti-crime warning devices or security systems shall not be
unreasonably withheld; provided Landlord shall not be required to give such
consent unless Tenant provides Landlord with a means of access to the demised
premises for emergency and routine maintenance purposes. Unless access to the
demised premises is provided during the hours when cleaning service is normally
rendered, Landlord shall not be responsible for providing such service to the
demised premises or to those portions thereof which are inaccessible. Such
inability by Landlord to provide cleaning services to inaccessible areas shall
not entitle Tenant to any adjustment in rent.

8. LIABILITY

8.1 Personal Property. All personal property of Tenant in the demised
premises or in the building of which the demised premises is a part shall be at
the sole risk of Tenant. Landlord shall not be liable for any damage thereto
or for the theft or misappropriation thereof, unless such damage, theft or
misappropriation is directly attributable to the negligence of Landlord, its
agents or employees. Landlord shall not be liable for any accident to or
damage to property of Tenant resulting from the use or operation of elevators
or of the heating, cooling, electrical or plumbing apparatus, unless caused by
and due to the negligence of Landlord, its agents or employees. Landlord shall
not, in any event, be liable for damages to property resulting from water,
steam or other causes. Tenant hereby expressly releases Landlord from any
liability incurred or claimed by reason of damage to Tenant's property, unless
said damages are proved to be the direct result of negligence of Landlord, its
agents or employees. Landlord shall not be liable in damages, nor shall this
Lease be affected, for conditions arising or resulting, and which affect the
building of which the demised premises is a part, due to construction on
contiguous premises.

8.2 Criminal Acts of Third Parties. Landlord shall not be liable in any
manner to Tenant, its agents, employees, invitees or visitors for any injury or
damage to Tenant, Tenant's agents, employees, invitees or visitors, or their
property, caused by the criminal or intentional misconduct of third parties or
of Tenant, Tenant's employees, agents, invitees or visitors. All claims
against Landlord for any such damage or injury are hereby expressly waived by
Tenant, and Tenant hereby agrees to hold harmless and indemnify Landlord from
all such damages and the expense of defending all claims made by Tenant's
employees, agents, invitees, or visitors arising out of such acts.

8.3 Public Liability. Landlord assumes no liability or responsibility
whatsoever with respect to the conduct and operation of the business to be
conducted upon the demised premises. Landlord shall not be liable for any
accident to or injury to any person or persons or property in or about the
demised premises

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which are caused by the conduct and operation of said business or by virtue of
equipment or property of Tenant in said premises. Tenant agrees to hold
Landlord harmless against all such claims, and indemnify Landlord from all
damages and the expense of defending all such claims.

8.4 Tenant Insurance.

(a) Tenant at its cost shall maintain as named insured, during the
term of this Lease, public liability and property damage insurance with at
least a single combined liability and property damage limit of $1,000,000.00,
insuring against all liability of Tenant and its authorized representatives
arising out of and in connection with Tenant's use or occupancy of the
premises. All public liability insurance and property damage insurance shall
insure performance by Tenant of the indemnity provisions of sections 8.1, 8.2
and 8.3. Landlord and Landlord's Agent shall be named as additional insureds.
The policy shall contain cross-liability endorsements, and an assumed
contractual liability endorsement that refers expressly to this Lease.

(b) Tenant at its cost shall maintain as named insured, during the
term of this Lease, fire and extended coverage insurance on the demised
premises and its contents, including any leasehold improvements made by Tenant,
in an amount sufficient so that no co-insurance will be payable in case of
loss.

(c) Tenant shall increase its insurance coverage as required not more
frequently than each three (3) years, if in the opinion of the mortgagee of the
building or Landlord's insurance agent the amount of public liability and
property damage insurance coverage at that time is not adequate.

(d) All insurance required under this Lease shall be issued by
insurance companies authorized to do business in the jurisdiction where the
building of which the demised premises is a part is located. Such companies
shall have a policyholder rating of at least "A" and be assigned a financial
size category of at least "Class XIV" as rated in the most recent edition of
"Best's Key Rating Guide" for insurance companies. Each policy shall contain
an endorsement requiring 30 days' written notice from the insurance company to
Landlord before cancellation or any change in the coverage, scope or amount of
any policy. Each policy, or a certificate showing it is in effect, together
with evidence of payment of premiums, shall be deposited with Landlord at the
commencement of the term, and renewal certificates or copies of renewal
policies shall be delivered to Landlord at least thirty (30) days prior to the
expiration date of any policy.

(e) Notwithstanding the fact that any liability of Tenant to Landlord
may be covered by Tenant's insurance, Tenant's liability shall in no way be
limited by the amount of its insurance recovery.

9. DAMAGE

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9.1 Damages Caused By Tenant. Subject to the provisions of section 9.2,
all injury to the demised premises and other portions of the building of which
it is a part, caused by Tenant, its agents, employees, invitees and visitors,
will be repaired by Landlord at the expense of Tenant, except as otherwise
provided in section 6.11, or repaired by Tenant with Landlord's approval in
accordance with Section 6. Tenant shall reimburse Landlord for such repairs
within ten (10) days of receipt of invoice from Landlord of the costs. At its
election, Landlord may regard the same as additional rent, in which event the
cost shall become additional rent payable with the installment of rent next
becoming due after notice is received by Tenant from Landlord. This provision
shall be construed as an additional remedy granted to Landlord and not in
limitation of any other rights and remedies which Landlord has or may have in
said circumstances.

9.2 Fire or Casualty Damage. In the event of damage or destruction of the
demised premises by fire or any other casualty without the fault or neglect of
Tenant, its agents, employees, invitees or visitors, this Lease shall not be
terminated, but structural damage to the premises including demising partitions
and doors shall be promptly and fully repaired and restored as the case may be
by Landlord at its own cost and expense. Due allowance, however, shall be
given for reasonable time required for adjustment and settlement of insurance
claims, and for such other delays as may result from government restrictions,
and controls on construction, if any, and for strikes, national emergencies and
other conditions beyond the control of Landlord. Restoration by Landlord shall
not include replacement of furniture, equipment or other items that do not
become part of the building or any improvements to the demised premises in
excess of those provided for as building standard items as of the commencement
date of this Lease. Tenant shall be responsible for the repair and restoration
of the demised premises and Tenant's property beyond Landlord's obligation at
no cost to Landlord, in accordance with the provisions of Section 6, for which
it shall maintain adequate insurance pursuant to section 8.4 herein. In the
event of fire or casualty damage to the demised premises caused by the fault or
neglect of Tenant, its agents, employees, invitees or visitors, Landlord shall
restore structural damages as described herein at Tenant's cost and expense.
It is agreed that in any of the aforesaid events, this Lease shall continue in
full force and effect.

9.3 Untenantability. If the condition referred to in section 9.2 is such
so as to make the entire premises untenantable, then the rental which Tenant is
obligated to pay hereunder shall abate as of the date of the occurrence until
the premises have been fully and completely restored by Landlord. Any unpaid
or prepaid rent for the month in which said condition occurs shall be prorated.
If the premises are partially damaged or destroyed, then during the period
that Tenant is deprived of the use of the damaged portion of said premises,
Tenant shall be required to pay rental covering only that part of the premises
that it is able to occupy, based on that portion of the total rent which the
amount of square foot area remaining that can be occupied bears to the total
square foot area of all the

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premises covered by this Lease. In the event the premises are substantially or
totally destroyed by fire or other casualty so as to be entirely untenantable,
and it shall require more than ninety (90) days from the date of said fire or
other casualty for Landlord to complete restoration of same, then Landlord,
upon written notice to Tenant, may terminate this Lease, in which case the rent
shall be apportioned and paid to the date of said fire or other casualty. Due
allowance, however, shall be given for reasonable time required for adjustment
and settlement of insurance claims, and for such other delays as may result
from government restrictions, and controls on construction, if any, and for
strikes, national emergencies and other conditions beyond the control of
Landlord. No compensation, or claim, or diminution of rent will be allowed or
paid by Landlord, by reason of inconvenience, annoyance, or injury to business,
arising from the necessity of repairing the demised premises or any portion of
the building of which they are a part.

10. CONDEMNATION

10.1 Landlord Right to Award. Tenant agrees that if the whole or a
substantial part of the demised premises shall be taken or condemned for public
or quasi-public use or purpose by any competent authority, Tenant shall have no
claim against Landlord and shall not have any claim or right to any portion of
the amount that may be awarded as damages or paid as a result of any such
condemnation. All rights of Tenant to damages therefor, if any, are hereby
assigned by Tenant to Landlord. Upon such condemnation or taking, the term of
this Lease shall cease and terminate from the date of such governmental taking
or condemnation. If a portion of the building or the demised premises is taken
or condemned, and the remainder in Landlord's opinion is not economically
usable, Landlord shall notify Tenant of the termination of this Lease effective
as of the date of such governmental taking or condemnation. Tenant shall have
no claim against Landlord for the value of any unexpired term of this Lease.
If less than a substantial part of the demised premises is taken or condemned
by any governmental authority for public or quasi-public use or purpose and the
remainder is usable by Tenant, the rent shall be equitably adjusted on the date
when title vests in such governmental authority and the Lease shall otherwise
continue in full force and effect. For the purposes of this Section 10, a
substantial part of the demised premises shall be considered to have been taken
if more than fifty percent (50%) of the demised premises are unusable by
Tenant.

10.2 Tenant Right to File Claim. Nothing in section 10.1 shall preclude
Tenant from filing a separate claim against the condemning authority for the
underpreciated value of its leasehold improvements and relocation expenses,
provided that any award to Tenant will not result in a diminution of any award
to Landlord.

11. BANKRUPTCY

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11.1 Events of Bankruptcy. The following shall be Events of Bankruptcy
under this Lease:

(a) Tenant's becoming insolvent, as that term is defined in Title 11 of
the United States Code, entitled Bankruptcy, 11 U.S.C. Sec. 101 et seq. (the
"Bankruptcy Code"), or under the insolvency laws of any State, District,
Commonwealth or Territory of the United States ("Insolvency Laws");

(b) The appointment of a receiver or custodian for any or all of
Tenant's property or assets, or the institution of a foreclosure action upon
any of Tenant's real or personal property;

(d) The filing of an involuntary petition against Tenant as the subject
debtor under the Bankruptcy Code or Insolvency Laws, which is either not
dismissed within thirty (30) days of filing, or results in the issuance of an
order for relief against the debtor, whichever is later; or

(e) Tenant's making or consenting to an assignment for the benefit of
creditors or a common law composition of creditors.

11.2 Landlord's Remedies.

(a) Termination of Lease. Upon occurrence of an Event of Bankruptcy,
Landlord shall have the right to terminate this Lease by giving written notice
to Tenant; provided, however, that this section 11.2(a) shall have no effect
while a case in which Tenant is the subject debtor under the Bankruptcy Code is
pending, unless Tenant or its Trustee is unable to comply with the provisions
of section 11.2(d) and (e) below. At all other times this Lease shall
automatically cease and terminate, and Tenant shall be immediately obligated to
quit the premises upon the giving of notice pursuant to this section 11.2(a).
Any other notice to quit, or notice of Landlord's intention to re-enter is
hereby expressly waived. If Landlord elects to terminate this Lease,
everything contained in this Lease on the part of Landlord to be done and
performed shall cease without prejudice, subject, however, to the rights of
Landlord to recover from Tenant all rent and any other sums accrued up to the
time of termination or recovery of possession by Landlord, whichever is later,
and any other monetary damages or loss of reserved rent sustained by Landlord.

(b) Suit for Possession. Upon termination of this Lease pursuant to
section 11.2(a), Landlord may proceed to recover possession under and by virtue
of the provisions of the laws of any applicable jurisdiction, or by such other
proceedings, including reentry and possession, as may be applicable.

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(c) Non-Exclusive Remedies. Without regard to any action by Landlord
as authorized by section 11.2(a) and (b) above, Landlord may at its discretion
exercise all the additional provisions set forth below in Section 12.

(d) Assumption or Assignment by Trustee. In the event Tenant becomes
the subject debtor in a case pending under the Bankruptcy Code, Landlord's right
to terminate this Lease pursuant to section 11.2(a) shall be subject to the
rights of the Trustee in Bankruptcy to assume or assign this Lease. The
Trustee shall not have the right to assume or assign this Lease unless the
Trustee (i) promptly cures all defaults under this Lease, (ii) promptly
compensates Landlord for monetary damages, incurred as a result of such
default, and (iii) provides adequate assurance of future performance on the
part of Tenant as debtor in possession or on the part of the assignee Tenant.

(e) Adequate Assurance of Future Performance. Landlord and Tenant
hereby agree in advance that adequate assurance of future performance, as used
in section 11.2(d) above, shall mean that all of the following minimum criteria
must be met: (i) Tenant's gross receipts in the ordinary course of business
during the thirty-day period immediately preceding the initiation of the case
under the Bankruptcy Code must be at least two times greater than the next
payment of rent due under this Lease; (ii) Both the average and median of
Tenant's gross receipts in the ordinary course of business during the six-month
period immediately preceding the initiation of the case under the Bankruptcy
Code must be at least two times greater than the next payment of rent due under
this Lease; (iii) Tenant must pay its estimated pro rata share of the cost of
all services provided by Landlord (whether directly or through agents or
contractors and whether or not previously included as part of the base rent),
in advance of the performance or provision of such services; (iv) The Trustee
must agree that Tenant's business shall be conducted in a first class manner,
and that no liquidating sales, auctions, or other non-first class business
operations shall be conducted on the premises; (v) The Trustee must agree that
the use of the premises as stated in this Lease will remain unchanged and that
no prohibited use shall be permitted; and (vi) The Trustee must agree that the
assumption or assignment of this Lease will not violate or affect the rights of
other tenants in the building.

(f) Failure to Provide Adequate Assurance. In the event Tenant is
unable to (i) cure its defaults, (ii) reimburse the Landlord for its monetary
damages, (iii) pay the rent due under this Lease, and all other payments
required of Tenant under this Lease on time (or within five (5) days), or (iv)
meet the criteria and obligations imposed by section 11.2(e) above, Tenant
agrees in advance that it has not met its burden to provide adequate assurance
of future performance, and this Lease may be terminated by Landlord in
accordance with section 11.2(a) above.

12. DEFAULTS & REMEDIES

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12.1 Default. It is agreed that Tenant shall be in default if: Tenant
shall fail to pay the rent, or any installments thereof as aforesaid, at the
time the same shall become due and payable and/or any additional rent as herein
provided although no demand shall have been made for the same; or Tenant shall
violate or fail or neglect to keep and perform any of the covenants, conditions
and agreements, or rules and regulations herein contained on the part of Tenant
to be kept and performed.

12.2 Remedies. In each and every such event set forth in Section 12.1
above, from thenceforth and at all times thereafter, at the option of Landlord,
Tenant's right of possession shall thereupon cease and terminate, and Landlord
shall be entitled to the possession of the demised premises and to re-enter the
same without demand of rent or demand of possession of said premises and may
forthwith proceed to recover possession of the demised premises by process of
law, any notice to quit being hereby expressly waived by Tenant. In the event
of such re-entry by process of law or otherwise, Tenant nevertheless agrees to
remain answerable for any and all damage, deficiency or loss of rent which
Landlord may sustain by such re-entry, including reasonable attorney's fees and
court costs. If, under the provisions hereof, seven (7) days summons or other
applicable summary process shall be served, and a compromise or settlement
therefor shall be made, such action shall not be constituted as a waiver of any
breach of any covenant, condition or agreement herein contained. No waiver of
any breach of any covenant, condition or agreement, herein contained, on one or
more occasions shall operate as a waiver of the covenant, condition or
agreement itself, or of any subsequent breach thereof. No provision of this
Lease shall be deemed to have been waived by Landlord unless such waiver shall
be in writing signed by Landlord.

12.3 Landlord's Right to Relet. Should this Lease be terminated before
the expiration of the term of this Lease by reason of Tenant's default as
provided in Sections 11 or 12, or if Tenant shall abandon or vacate the
premises before the expiration or termination of the term of this Lease, the
demised premises may be relet by Landlord for such rent and upon such terms as
are reasonable under the circumstances. If the full rent reserved under this
Lease (and any of the costs, expenses or damages indicated below) shall not be
realized by Landlord, Tenant shall be liable for all damages sustained by
Landlord, including, without limitation, deficiency in rent, reasonable
attorneys' fees, other collection costs, brokerage fees, and expenses of
placing the premises in first-class rentable condition. Landlord, in putting
the premises in good order or preparing the same for rerental may, at
Landlord's option, make such alterations, repairs, or replacements in the
premises as Landlord, in Landlord's sole judgment, considers advisable and
necessary for the purpose of reletting the premises, and the making of such
alterations, repairs, or replacements shall not operate or be construed to
release Tenant from liability hereunder as aforesaid. Landlord shall in no
event be liable in any way whatsoever for failure to relet the premises, or in
the event that the premises are relet, for failure to collect the rent thereof
under such reletting. In no event shall Tenant be

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entitled to receive any excess, if any, of such net rent collected over the
sums payable by Tenant to Landlord hereunder.

12.4 Recovery of Damages. Any damage or loss of rent sustained by
Landlord may be recovered by Landlord, at Landlord's option, at the time of the
reletting, or in separate actions, from time to time, as said damage shall have
been ascertained by successive relettings, or, at Landlord's option, may be
deferred until the expiration of the term of this Lease (in which event Tenant
hereby agrees that the cause of action shall not be deemed to have accrued
until the date of expiration of said term). The provisions contained in this
paragraph shall be in addition to and shall not prevent the enforcement of any
claim Landlord may have against Tenant for anticipatory breach of the unexpired
term of this Lease. All rights and remedies of Landlord under this Lease shall
be cumulative and shall not be exclusive of any other rights and remedies
provided to Landlord under applicable law. In the event Tenant becomes the
subject debtor in a case under the Bankruptcy Code, the provisions of this
section 12.4 may be limited by the limitations of damage provisions of the
Bankruptcy Code.

12.5 Waiver. If under the provisions hereof Landlord shall institute
proceedings and a compromise or settlement thereof shall be made, the same
shall not constitute a waiver of any covenant, rule or regulation herein
contained nor of any of Landlord's rights hereunder. No waiver by Landlord of
any breach of any covenant, condition, agreement, rule or regulation herein
contained shall operate as a waiver of such covenant, condition, agreement,
rule or regulation itself, or of any subsequent breach thereof.

12.6 Anticipatory Repudiation. If, prior to the commencement of the term
of this Lease, Tenant notifies Landlord of or otherwise unequivocally
demonstrates an intention to repudiate this Lease, Landlord may, at its option,
consider such anticipatory repudiation a breach of this Lease. In addition to
any other remedies available to it hereunder or at law or in equity, Landlord
may retain all rent paid upon execution of the Lease and the security deposit,
if any, to be applied to damages of Landlord incurred as a result of such
repudiation, including without limitation attorneys' fees, brokerage fees,
costs of reletting, loss of rent, etc. It is agreed between the parties that
for the purpose of calculating Landlord's damages, in a building which has
other available space at the time of Tenant's breach, the premises covered by
this Lease shall be deemed the last space rented, even though the premises may
be rerented prior to such other vacant space. Tenant shall pay in full for all
tenant improvements constructed or installed within the demised premises to the
date of the breach, and for materials ordered at its request for the demised
premises.

12.7 Tenant Abandonment of Premises.

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(a) Abandonment. If the demised premises shall be deserted or vacated
by Tenant for thirty (30) consecutive days or more without notice to Landlord,
and Tenant shall have failed to make the current rental payment, the premises
may be deemed abandoned. Landlord may consider Tenant in default under this
Lease and may pursue all remedies available to it under this Lease or at law.

(b) Landlord Right to Enter and to Relet. If Tenant vacates or
abandons the premises as defined above, Landlord may, at its option, enter into
the premises without being liable for any prosecution therefor or for damages
by reason thereof. In addition to any other remedy, Landlord, as agent of
Tenant, may relet the whole or any part of the premises for the whole or any
part of the then unexpired Lease term. For the purposes of such reletting,
Landlord may make any alterations or modifications of the premises considered
desirable in its sole judgment.

(c) Rights to Dispose of Tenant Property. If Tenant vacates or
abandons the premises as defined above, any property that Tenant leaves on the
premises shall be deemed to have been abandoned and may either be retained by
Landlord as the property of Landlord or may be disposed of at public or private
sale in accordance with applicable law as Landlord sees fit. The proceeds of
any public or private sale of Tenant's property, or the then current fair
market value of any property retained by Landlord, shall be applied by Landlord
against (i) the expenses of Landlord for removal, storage or sale of the
property; (ii) the arrears of rent or future rent payable under this Lease; and
(iii) any other damages to which Landlord may be entitled hereunder.

(d) Transfer of Tenant Property to Creditors. If Tenant vacates or
abandons the premises, as defined above, Landlord may, upon presentation of
evidence of a claim valid upon its face of ownership or of a security interest
in any of Tenant's property abandoned in the premises, turn over such property
to the claimant with no liability to Tenant.

13. SUBORDINATION

13.1 Subordination. This Lease is subject and subordinate to the lien of
all ground or underlying leases and to all mortgages and/or deeds of trust
which may now or hereafter affect such leases or the real property of which the
demised premises form a part, and to all renewals, modifications,
consolidations, replacements and extensions thereof. This clause shall be
self-operative and no further instrument of subordination shall be required by
an mortgagee or trustee. Not-withstanding the foregoing, in confirmation of
such subordination, Tenant shall at Landlord's request promptly execute any
requisite or appropriate certificate, subordination agreement or other
document.

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13.2 Estoppel Certificates. Tenant shall execute and return within ten
(10) working days any certificate that Landlord may request from time to time,
stating that this Lease is unmodified and in full force and effect, or in full
force and effect as modified, and stating the modification. The certificate
also shall state the amount of base monthly rent and the dates to which the
rent has been paid in advance, and the amount of any security deposit or
prepaid rent; that there is no present default on the part of Landlord, or
attach a memorandum stating any such instance of default; that Tenant has no
right to setoff and no defense or counterclaim against enforcement of its
obligations under the Lease; and that Tenant has no other notice of any sale,
transfer or assignment of this Lease or of the rentals. Failure to deliver the
certificate within the ten (10) working days shall be conclusive upon Tenant
for the benefit of Landlord and any successor to Landlord that this Lease is in
full force and effect and has not been modified except as may be represented by
the party requesting the certificate. If Tenant fails to deliver the
certificate within the ten (10) working days, Tenant by such failure
irrevocably constitutes and appoints Landlord as its special attorney-in-fact
to execute and deliver the certificate to any third party. Notwithstanding the
foregoing, the party secured by any mortgage or deed of trust shall have the
right to recognize this Lease and, in the event of any foreclosure sale under
such mortgage or deed of Trust, this Lease shall continue in full force and
effect at the option of the party secured by such mortgage or deed of trust or
the purchaser under any such foreclosure sale. Tenant covenants and agrees
that it will, at the written request of the party secured by any such mortgage
or deed of trust, execute, acknowledge and deliver any instrument that has for
its purpose and effect the subordination of said mortgage or deed of trust to
the lien of this Lease. At the option of any landlord under any ground or
underlying lease to which the lease is now or may hereafter become subject or
subordinate, Tenant agrees that neither the cancellation nor termination of
such ground or underlying lease shall, by operation of law or otherwise, result
in cancellation or termination of this Lease or the obligations of Tenant
hereunder.

13.3 Attornment. Tenant covenants and agrees to attorn to any successor
to Landlord's interest in any ground or underlying lease, and in that event,
this Lease shall continue as a direct lease between Tenant herein and such
landlord or its successor. In any case, such landlord or successor under such
ground or underlying lease shall not be bound by any prepayment on the part of
Tenant of any rent for more than one month in advance, so that rent shall be
payable under this Lease in accordance with its terms, from the date of the
termination of the ground or underlying lease, as if such prepayment had not
been made. Neither shall such landlord or successor under such ground or
underlying lease be bound by this Lease or any amendment or modification of
this Lease unless, prior to the termination of such ground or underlying lease,
a copy of this Lease or amendment or modification thereof, as the case may be,
shall have been delivered to such landlord or successor.

14. TENANT HOLDOVER

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14.1 With Landlord Consent. If Tenant continues, with the knowledge and
written consent of Landlord obtained at least thirty (30) days prior to the
expiration of the term of this Lease, to remain in the premises after the
expiration of the term of this Lease, then and in that event, Tenant shall, by
virtue of this holdover agreement, become a tenant by the month at the rent
stipulated by Landlord in said holdover agreement, commencing said monthly
tenancy with the first day next after the end of the term above demised.
Tenant shall give to Landlord at least thirty (30) days' written notice of any
intention to quit said premises. Tenant shall be entitled to thirty (30) days'
written notice to quit said premises, except in the event of nonpayment of rent
in advance or of the breach of any other covenant by Tenant, in which event
Tenant shall not be entitled to any notice to quit, the usual thirty (30) days'
notice to quit being hereby expressly waived.

14.2 Without Landlord Consent. In the event that Tenant, without the
consent of Landlord, shall hold over the expiration of the term hereby created,
then Tenant hereby waives all notice to quit and agrees to pay to Landlord for
the period that Tenant is in possession after the expiration of this Lease, a
monthly rent which is three times the total rent (base monthly rent, as
stipulated in section 1.3, plus additional rent, as stipulated in section 1.5)
applicable to the last month of this Lease. Tenant expressly agrees to hold
Landlord harmless from all loss and damages, direct and consequential, which
Landlord may suffer in defense of claims by other parties against Landlord
arising out of the holding over by Tenant, including without limitation
attorneys' fees which may be incurred by Landlord in defense of such claims.
Acceptance of rent by Landlord subsequent to the expiration of the term of this
Lease shall not constitute consent to any holding over. Landlord shall have
the right to apply all payments received after the expiration date of this
Lease or any renewal thereof toward payment for use and occupancy of the
premises subsequent to the expiration of the term and toward any other sums
owed by Tenant to Landlord. Landlord, at its option, may forthwith re-enter
and take possession of said premises without process, or by any legal process
in force. Notwithstanding the foregoing, Tenant's holdover without Landlord
consent due to acts of God, riot, or war shall be at the total rent applicable
to the last month of the term for the duration of the condition (but not to
exceed ten days), but such continued occupancy shall not create any renewal of
the term of this Lease or a tenancy from year-to-year, and Tenant shall be
liable for any loss and damages suffered by Landlord as described above.

15. SECURITY DEPOSIT

15.1 Tenant shall deposit with Landlord simultaneously with the execution
of this Lease, the amount stipulated in section 1.6 as a security deposit.
Provided Tenant is not in default in the payment of rent or any other charges
due Landlord, and further provided the demised premises are left in good
condition, reasonable wear and tear excepted, as described in section 6.10,
said deposit (which shall not bear interest to Tenant) shall be returned to
Tenant within thirty (30) days after

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the termination of this Lease. If Tenant is in default or if the premises are
not left in good condition, then the security deposit shall be applied to the
extent available on account of sums due Landlord or the cost of repairing
damages to the demised premises. In the event of the sale or transfer of
Landlord's interest in the building, Landlord shall have the right to transfer
the security deposit to such purchaser or transferee, in which event Tenant
shall look only to the new Landlord for the return of the security deposit and
Landlord shall thereupon be released from all liability to Tenant for the
return of such security deposit.

16. QUIET ENJOYMENT

16.1 So long as Tenant shall observe and perform the covenants and
agreements binding on it hereunder, Tenant shall at all times during the term
herein granted, peacefully and quietly have and enjoy possession of the
premises without any encumbrance or hindrance by, from or through Landlord,
except as provided for elsewhere under this Lease. Nothing in this section
shall prevent Landlord from performing alterations or repairs on other portions
of the building not leased to Tenant, nor shall performance of such alterations
or repairs be construed as a breach of this covenant by Landlord.

17. SUCCESSORS

17.1 All rights, remedies and liabilities herein given to or imposed upon
either of the parties hereto, shall extend to their respective heirs,
executors, administrators, successors, and assigns. This provision shall not
be deemed to grant Tenant any right to assign this Lease or to sublet the
premises.

18. WAIVER OF JURY TRIAL

18.1 Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other one or in respect of any matter whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant hereunder,
Tenant's use or occupancy of the demised premises, and/or any claim of "injury
or damage."

19. LIMITATION OF LIABILITY

19.1 Notwithstanding anything to the contrary contained in this Lease, if
any provision of this Lease expressly or impliedly obligates Landlord not to
unreasonably withhold its consent or approval, an action for declaratory
judgment or specific performance will be Tenant's sole right and remedy in any
dispute as to whether Landlord has breached such obligation.

20. PRONOUNS & DEFINITIONS

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20.1 Feminine or neuter pronouns shall be substituted for those of the
masculine form, and the plural shall be substituted for the singular number, in
any place or places herein in which the context may require such substitution
or substitutions. Landlord and Tenant herein for convenience have been
referred to in the neuter form.

20.2 Wherever the word "premises" is used in this Lease, it shall refer to
the demised premises described in section 1.1, unless the context clearly
requires otherwise.

21. NOTICES

21.1 Addresses for Notices. All notices required or desired to be given
hereunder by either party to the other shall be personally delivered or given
by certified or registered mail and addressed as specified in section 1.10.
Either party may, by like written notice, designate a new address to which such
notices shall be directed.

21.2 Effective Date of Notice. Notice shall be deemed to be effective
when personally delivered or received or rejected unless otherwise stipulated
herein.

22. EXHIBITS; SPECIAL PROVISIONS

22.1 Incorporation in Lease. It is agreed and understood that any
Exhibits and Special Provisions referred to in sections 1.11 and 1.12,
respectively, and attached hereto, form an integral part of this Lease and are
hereby incorporated by reference.

22.2 Conflicts. If there is a conflict between a Special Provision hereto
and the Specific Provisions or General Provisions of this Lease, the Special
Provision shall govern.

23. CAPTIONS

23.1 All section and paragraph captions herein are for the convenience of
the parties only, and neither limit nor amplify the provisions of this Lease.

24. ENTIRE AGREEMENT; MODIFICATION

24.1 This Lease, all Exhibits hereto, and Special Provisions incorporated
herein by reference contain all the agreements and conditions made between the
parties and may not be modified orally or in any other manner than by an
agreement in writing, signed by the parties hereto.

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25. SEVERABILITY

25.1 The unenforceability, invalidity, or illegality of any provision
herein shall not render any other provision herein unenforceable, invalid, or
illegal.

26. LIMIT ON CPI ESCALATION

26.1 Notwithstanding the provisions of section 2.2(c), Landlord agrees
that the additional rent stipulated in section 1.5(c) based upon increases in
the CPI that Tenant is obligated to pay in any calendar year during the term of
this Lease, shall not be more than Two and One-half Percent (2.5%) above the
total of base annual rent stipulated in section 1.3 and additional rent
stipulated in section 1.5(c) [but excluding additional rent payable under
subsections 1.5(a) and 1.5(b)] payable for the preceding calendar year.

27. WAIVER OF RENT

27.1 Provided Tenant is not then in default under any of the terms and
conditions of this Lease, then notwithstanding anything to the contrary in
Section 2.1, Landlord agrees to waive the First (1st), Second (2nd), Third
(3rd), Thirteenth (13th), Fourteenth (14th), and Fifteenth (15th) months' Base
Annual Rent due hereunder.

27.2 Notwithstanding Section 2.1, Tenant may provide a letter of credit to
Landlord in lieu of payment of the first month's rent upon execution and return
hereof.

27.3 The rent waiver provided above shall be extended on a day for day
basis based upon the period of time which rent would otherwise abate by reason
of any fire or other casualty occurring during the applicable rent waiver
period.

28. LANDLORD'S IMPROVEMENTS

28.1 Landlord agrees to build improvements in the demised premises
substantially in accordance with plans to be approved by Landlord and Tenant.
Items included in the Outline Specifications, attached hereto as Exhibit "B",
shall be at Landlord's expense, and Tenant shall pay for any items not included
in the Outline Specifications. It is hereby understood that included in the
Outline Specifications, at Landlord's expense, are all items necessary to meet
Arlington County fire code regulations and building code regulations. One-half
(1/2) of such costs shall be paid by Tenant simultaneously with Tenant's
approval of Landlord's working drawings and estimate of extra costs, and the
balance shall be paid within thirty (30) days after the demised premises are
substantially completed and ready for Tenant's occupancy. Payments due in
accordance with this provision are specifically acknowledged to be deemed
additional rent pursuant to Section 2.10, and if payments due for such special
Tenant work are not paid in full within ten

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(10) calendar days after they are due, Tenant acknowledges that the late
payment fee provisions of Section 2.9, as well as other rights and remedies
provided in this Lease or by law in case of nonpayment of rent shall apply.
Landlord acknowledges that Tenant shall be entitled to apply the Landlord's
contribution, below provided in Section 29.1, for payment of all such amounts.

28.2 Landlord's General Contractor will receive a Ten Percent (10%) Fee
for general conditions and overhead and a Five Percent (5%) Fee for profit for
any special improvements not indicated in the Outline Specifications. There
shall be no other mark ups by Landlord or its General Contractor. Landlord
agrees to competitively bid any non-building standard improvement in excess of
Ten Thousand Dollars ($10,000.00).

28.3 Tenant, at its option, may use its own contractor for any cosmetic
improvements, including painting, carpeting, wall covering, millwork and
telephone/computer cabling or wiring installation.

28.4 All "punch list" items of work shall be completed by Landlord within
thirty (30) days after the list is agreed upon. Landlord and Tenant shall use
all reasonable efforts to agree upon such list within five (5) business days
from the Lease Commencement Date. In the event Landlord shall fail to complete
the "punch list" items of work within 45 days after the list is agreed upon,
then and in such event Tenant shall be entitled to receive, on a day for day
basis, Base Annual Rent abatement for each day beyond such 45th day until
Landlord shall have completed the punch list items of work.

28.5 In Section 3.1, in the last sentence, delete 'are not building
standard' and substitute "require long order times ('long-lead items')"; in the
last line, delete 'such commencement date' and substitute "the date this Lease
would have commenced but for the long-lead items or delays by Tenant's
contractors."; and at the end of the paragraph, add: "Notwithstanding anything
to the contrary, Landlord shall notify Tenant of any long-lead items to enable
Tenant to change its plans to prevent construction delays."

28.6 For purposes of Sections 3.1, 3.2 and 28, so-called "long-lead items"
shall be limited to those items which are generally not available in the
metropolitan Washington, D.C. area.

28.7 In accordance with the Outline Specifications, credit for building
standard items, including building standard carpet will be given where Tenant
elects to make substitutions. Further, in addition to the allowance set forth
in Section 29.1, Landlord will give Tenant an additional contribution in the
amount of $23.70 per linear foot for cubicle partitions and a $50.00 electrical
outlet contribution for each cubicle installed by Tenant within the demised
premises using modular furniture units. Tenant, at its option, may apply any
unused portion of the aforesaid amounts toward the cost of moving to the
demised premises (and expenses

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related thereto), the purchase of furniture, a telephone system and/or a
computer system for the demised premises and toward the cost of plans in excess
of the allowances described in Sections 29.1 and 30.1 or as additional rent
waiver following the six months of rent waiver provided in Section 27.1, until
such amounts are used. Landlord will pay all Tenant approved receipts and
invoices within thirty (30) days after presentment and will pay interest at One
and One-Half Percent (1.5%) per month on any balance outstanding after sixty
(60) days.

28.8 Landlord shall substantially complete the demised premises on a
Friday (projected to be March 1, 1991), and the Lease Commencement Date shall
be postponed to the next succeeding Monday.

29. LANDLORD'S CONTRIBUTION

29.1 Landlord agrees to contribute the sum of Eighty-One Thousand Three
Hundred Five Dollars ($81,305.00) towards the cost of any special improvements
not listed in the Outline Specifications attached as Exhibit "B" hereto, which
amount Tenant shall receive in the form of a credit toward such special
improvement costs. Tenant, at its option, may apply any unused portion of the
aforesaid amount toward Tenant's rent obligations hereunder apportioned equally
over the first two years of the Lease term, provided Tenant is not then in
default hereof, or toward the cost of moving to the demised premises (and
expenses related thereto), the purchase of furniture, a telephone and computer
system for the demised premises and toward the cost of plans in excess of the
credit set forth in Section 30.1.

29.2 Landlord will pay all Tenant approved receipts and invoices within
thirty (30) days after presentment and will pay interest at One and One-Half
Percent (1.5%) per month on any balance outstanding after sixty (60) days.

30. SPACE PLANNING, ARCHITECTURAL AND ENGINEERING PLANS

30.1 It is hereby understood that Tenant intends to use its own space
planner to prepare the initial space plans and architectural working drawings,
in which event Landlord will credit Tenant in the amount of One and 12/100
Dollars ($1.12) per square foot which credit will be applied toward the cost of
Tenant's special improvements or toward paying Tenant's architect. Landlord
agrees, at its expense, to prepare plumbing, mechanical and electrical working
drawings with the understanding that any non-building standard items shall be
at Tenant's expense with a credit as described above.

30.2 Notwithstanding anything to the contrary herein, whichever party is
preparing, or causing preparation of, certain construction plans hereunder will
be responsible for the accuracy, completeness and correctness (including all
code compliance) of such plans. Accordingly, Landlord will be responsible for
any mistakes on mechanical, electrical or plumbing plans which are furnished by

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Landlord, and Tenant's architect will verify all field conditions which are
reflected in any plans Landlord provides to Tenant.

30.3 Landlord will pay all Tenant approved receipts and invoices within
thirty (30) days after presentment and will pay interest at One and One-Half
Percent (1.5%) per month on any balance outstanding after sixty (60) days.

31. PARKING

31.1 Landlord shall cause its operator to provide for parking in the
garage of the building described in Section 1.1 for up to Fourteen (14)
automobiles for Tenant or Tenant's employees at the prevailing monthly rate,
which rate shall not exceed Sixty-Five Dollars ($65.00) per month per
automobile for the first year of the Lease term. Thereafter no annual increase
will be more than Five Percent (5%) above the rate prior to the increase with
the understanding no more than one increase will occur each year.

32. RENEWAL OPTIONS

32.1 Provided that Tenant is not in default hereunder after expiration of
applicable cure periods, and further provided that Tenant gives written notice
to Landlord on or before June 1, 1993, Tenant shall have the right to extend
the term of this Lease for a further term of Six (6) years and Nine (9) months,
from March 1, 1994, to November 30, 2000. Such extension shall be under the
same terms, covenants and conditions, except that Sections 27, 28, 29, 30, 34,
35 and 45 shall not be applicable and the Base Annual Rent and Additional Rent
shall be determined utilizing the base annual rental rate in effect from time
to time during the period of the renewal term and formulas for Additional Rent,
as applied to the square footage of the Demised Premises, set forth in the 1990
Lease agreement between Landlord and Tenant for 46,722 square feet of space in
the Building. This provision shall be contingent upon Tenant occupying a
substantial portion (51% or more) of the demised premises upon the commencement
date of the extended term.

32.2 (a) Provided that Tenant is not in default hereunder after expiration
of applicable cure periods, and further provided that Tenant gives written
notice to Landlord at least One (1) year before the Lease expiration date,
Tenant shall have the right to extend the term of this Lease for a further term
of Five (5) years from the Lease expiration date of the first renewal term.
Such extension shall be under the same terms, covenants and conditions, except
that Sections 27, 28, 29, 30, 34, 35, 44, and 45 shall not be applicable and
the Base Annual Rent shall be Ninety-Five Percent (95%) of the then fair market
value base annual rent, plus additional rent, which shall be subject to mutual
agreement between the parties. This provision shall be contingent upon Tenant
occupying a substantial portion (51% or more) of the demised premises upon the
commencement date of the extended term.

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(b) If Landlord and Tenant fail to agree upon such new terms,
covenants and conditions including Ninety-Five Percent (95%) of the then fair
market value base annual rent plus additional rent for the extended term within
sixty (60) days after the last day for Tenant's notice under Section 32.2(a)
above, each shall appoint, at its own expense, a member of the Washington D.C.
Association of Realtors who has ten years experience, who is knowledgeable in
office rentals, and is not directly affiliated simultaneously with either
Landlord or Tenant. These appointees shall appoint a third person with the
same qualifications. The cost of the third appointee shall be borne equally by
Landlord and Tenant. Each appointee shall determine the then fair market value
rental rate for the space. Ninety-Five Percent (95%) of the average of the
three figures arrived at by the appointees for the then fair market value
rental rate shall be used as the base annual rent. The appointees shall also
agree upon a formula for calculating additional rent. If they cannot agree on
a formula by the time the base annual rent is determined, the formula for
additional rent in the existing Lease shall be used with a new base period
index for subsection 1.5(c) which will be the last published index for 2001,
and a new base year for subsections 1.5(a) and 1.5(b) which will be 2001.

32.3 (a) Provided that Tenant is not in default hereunder after expiration
of applicable cure periods, and further provided that Tenant gives written
notice to Landlord at least One (1) year before the Lease expiration date,
Tenant shall have the right to extend the term of this Lease for a further term
of Five (5) years from the Lease expiration date of the second renewal term.
Such extension shall be under the terms, covenants and conditions, except that
Sections 27, 28, 29, 30, 31, 32, 34, 35, 44, and 45 shall not be applicable and
the Base Annual Rent shall be Ninety-Five Percent (95%) of the then fair market
value base annual rent, plus additional rent, which shall be subject to mutual
agreement between the parties. This provision shall be contingent upon Tenant
occupying a substantial portion (51% or more) of the demised premises upon the
commencement date of the extended term.

(b) If Landlord and Tenant fail to agree upon such new terms,
covenants and conditions including Ninety-Five Percent (95%) of the then fair
market value base annual rent plus additional rent for the extended term within
sixty (60) days after the last day for Tenant's notice under Section 32.3(a)
above, each shall appoint, at its own expense, a member of the Washington, D.C.
Association of Realtors who has ten years experience, who is knowledgeable in
office rentals and is not directly affiliated simultaneously with either
Landlord or Tenant. These appointees shall appoint a third person with the
same qualifications. The cost of the third appointee shall be borne equally by
Landlord and Tenant. Each appointee shall determine the then fair market value
rental rate for the space. Ninety-Five Percent (95%) of the average of the
three figures arrived at by the appointees for the then fair market value
rental rate shall be used as the base annual rent. The appointees shall also
agree upon a formula for calculating

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additional rent. If they cannot agree on a formula by the time the base annual
rent is determined, the formula for additional rent in the existing Lease shall
be used with a new base period index for subsection 1.5(c) which will be the
last published index for 2006, and a new base year for subsections 1.5(a) and
1.5(b) which will be 2006.

33. CANCELLATION OPTION

33.1 Provided that Tenant has previously exercised its renewal option set
forth in section 32.1(a), Tenant shall have the right upon written notice to
Landlord on or before December 1, 1995, to cancel this Lease on November 30,
1996, in which event Tenant shall pay to Landlord any charges which may be due
and payable under this Lease and further subject to the provisions of section
2.5.

34. OCCUPANCY PERMIT

34.1 Notwithstanding anything to the contrary in section 3.3, Landlord,
with Tenant's cooperation, will obtain the necessary occupancy permit at
Landlord's expense.

35. ACCESS PRIOR TO LEASE COMMENCEMENT

35.1 Landlord agrees to give thirty (30) days' prior written notice to
tenant of the date that Landlord anticipates the demised premises will be
substantially completed. Notwithstanding any provisions to the contrary in
section 3.2, Tenant shall have the demised premises anytime thereafter and
prior to the Lease Commencement Date to install its own improvements, furniture
and equipment with the understanding that Tenant will not conduct business in
the demised premises during such period and that during the last ten (10) days
prior to substantial completion, the demised premises will be substantially
free of Landlord's contractors. Tenant will not be liable for the payment of
rent during such period, but subject to all other terms, covenants, conditions
and provisions of this Lease. Landlord shall be entitled to suspend Tenant's
rights to enter the demised premises hereunder if such work by Tenant or
Tenant's contractors adversely impedes with landlord's construction work.

36. SECURITY DEPOSIT

36.1 Notwithstanding anything to the contrary in section 15 of the Lease,
at Tenant's option, the amount stipulated in section 1.6 of the Lease as a
security deposit may be in the form of an irrevocable and unconditional Letter
of Credit from a local bank acceptable to Landlord. If the Letter of Credit
expires prior to the expiration of the Lease term, Tenant shall replace the
Letter of Credit at least thirty (30) days prior to its expiration. If Tenant
shall not, at least thirty (30) days prior to its expiration, have delivered a
replacement Letter of Credit having a later expiration date, Landlord may
convert any Letter of Credit into a cash deposit in

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the full amount thereof. If Tenant is not then in default and has not been in
default at any time prior thereto, then at the end of the fifth year *of the
term of this Lease, the Letter of Credit shall be cancelled.

37. BUILDING SERVICES AND UTILITIES

37.1 Subject to any limitations imposed by governmental authorities having
jurisdiction thereover, the HVAC equipment shall maintain an indoor temperature
of 76 FDB in the summer, so long as the Washington National Airport outdoor
temperature is below 94 FDB and 78 FWB, and of 72 FDB in the winter, so long as
the Washington National Airport outdoor temperature is above 5 FDB.

37.2 In Section 5.1, in the sixth line, after 'drapes' insert "except for
shampooing of Tenant's rugs and carpeting required by reason of debris or
stains caused by Landlord's cleaning contractor shall be performed as needed";
in the fourth line, delete 'Landlord's' and after 'practices' insert "in
first-class office buildings"; in the sixth line, after 'carpeting' insert
"(except for routine vacuuming)"; and at the end of the paragraph, change the
period to a comma and insert "unless the demised premises are untenantable for
five (5) consecutive business days, or ten (10) days in any period of one year,
then Tenant may abate paying rent until such service is restored."

37.3 In Section 5.2, in the second line, change '72' to "24".

37.4 In Subsection 5.3(a), in the first line, after 'machinery' insert
"not shown on Tenant's working drawings".

37.5 In Subsection 5.3(b), in the first line, after 'lighting' insert "but
excluding standard HVAC services"; and delete the second sentence entirely.

37.6 In Subsection 5.3(c), in the last line, before 'service' insert
"reasonable".

37.7 Notwithstanding Section 5.3, to the extent Tenant's electricity
consumption exceeds 5 watts per square foot per hour (excluding building
standard HVAC), Tenant agrees to pay for the excess electricity consumed for
the use of an auxiliary air conditioning unit, lighting, computer operation and
any other special electric equipment resulting in electric consumption in
excess of five (5) watts per square foot per hour excluding building standard
HVAC. Landlord agrees, if necessary, to install and maintain a submeter to
determine any excess electrical consumption at Landlord's expense.

- ----------------
* or at the end of Lease term if sooner

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<PAGE> 43

37.8 Notwithstanding Section 5.2, the current cost of overtime HVAC
services is as follows:

$51.86 per hour for one (1) floor/Monday - Saturday
$62.75 per hour for one (1) floor/Sundays & holidays
[minimum of four (4) hours on Sundays & holidays only]

[Said rates shall be increased $19.14 per hour for each additional floor for
energy costs with no additional charge for labor costs regardless of the number
of floors operated. Further, Landlord agrees to pro-rate among all tenants
simultaneously obtaining overtime HVAC services the labor costs as aforesaid.]

These rates are subject to change to reflect increases in electrical rates
and/or engineers' wages.

37.9 The legal holidays recognized by Landlord are as follows:

New Year's Day
Presidents' Day
Memorial Day
Independence Day
Labor Day
Columbus Day
Thanksgiving Day
Christmas Day

38. SUBLETTING AND ASSIGNMENT

38.1 Notwithstanding the requirement to the contrary in section 4.1,
Tenant shall not be required to obtain Landlord's consent to sublet all or any
part of the demised premises or to assign the Lease to any parent, successor
(whether by merger, consolidation or otherwise, including any party acquiring
substantially all of Tenant's assets), subsidiary or affiliated company, but
Tenant shall furnish Landlord with written notice and a fully-executed copy of
any such sublease or assignment agreement, together with a floor plan of the
sublet area. Any such subletting shall be subject to the remaining provisions
of sections 4.1 and 4.4.

38.2 Any sublessee or assignee of Tenant shall be entitled to the same
rights and services from Landlord as Tenant.

38.3 Sections 4.2 and 4.3 are hereby deleted entirely.

39. NONDISTURBANCE

39.1 Notwithstanding anything to the contrary in section 13, Landlord
agrees to obtain a nondisturbance agreement from existing and future mortgagees

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granting unto Tenant the right to continue peacefully in possession of the
demised premises in the event of foreclosure under any existing or future deed
of trust or termination of any existing or future ground lease, as long as
Tenant is not in default under this Lease. Such agreement shall be contingent
upon Tenant's agreement to attorn to and recognize any purchaser at any
foreclosure sale, any subsequent ground lessor, its successors or assigns, as
the successor-in-interest to Landlord in the event of foreclosure or
termination of such ground lease.

40. MORTGAGEE PROTECTION CLAUSE

40.1 Tenant agrees to give any Mortgagees and/or Trust Deed Holders, by
registered mail, a copy of any notice of default served upon Landlord, provided
that prior to such notice Tenant has been notified in writing (by way of Notice
of Assignment of Rents and Leases, or otherwise) of the addresses of such
Mortgagees and/or Trust Deed Holders. Tenant further agrees that if Landlord
shall have failed to cure such default within the time provided in this Lease,
then the Mortgagees and/or Trust Deed Holders shall have an additional 30 days
within which to cure such default, or if such default cannot be cured within
that time, then such additional time as may be necessary if within such 30 days
any Mortgagee and/or Trust Deed Holder has commenced and is diligently pursuing
the remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings if necessary to effect such cure), in
which event this Lease shall not be terminated while such remedies are being
diligently pursued.

41. CURE DEFAULT

41.1 Notwithstanding anything to the contrary in sections 2.1 and 12.1, if
Tenant defaults in the payment of rent, or defaults in the performance of any
other covenants, conditions and agreements, or rules and regulations herein
contained, Landlord shall give Tenant written notice of such default. If
Tenant fails to cure any rent (or additional rent) default within ten (10)
days, or fails to cure any other default within twenty (20) days after such
notice, or if such other default is of such nature that it cannot be completely
cured within said twenty (20) days, if Tenant does not commence such curing
within twenty (20) days and thereafter proceed with reasonable diligence and in
good faith, then Landlord may terminate this Lease on not less than ten (10)
days notice to Tenant. On the date specified in such notice, the term of this
Lease shall terminate, and Tenant shall then quit and surrender the premises to
Landlord. If this Lease shall have been so terminated by Landlord, Landlord
may at any time thereafter take possession of the demised premises by and
lawful means and remove Tenant or other occupants and their effects.

42. REASONABLENESS OF LANDLORD AND TENANT

42.1 Notwithstanding anything to the contrary contained herein, whenever
Landlord's or Tenant's approval or consent is required, it shall not be
unreasonably withheld, conditioned or delayed.

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<PAGE> 45

43. INTERIOR SIGNAGE

43.2 Tenant, at its expense, may install appropriate signage, logo, etc.,
on its suite entry door or in the elevator lobby on the full floors occupied by
Tenant. The design and installation of said interior signage shall be subject
to Landlord's prior approval.

43.3 Landlord, at its expense, shall provide a building directory board
and Tenant shall be permitted group and alphabetical listings on said
directory.

44. GROSSED UP OPERATING EXPENSES AND REAL ESTATE TAXES

44.1 Notwithstanding anything in this Lease to the contrary, Operating
Expenses and Real Estate Taxes for the Base Year shall be "grossed-up" on the
basis of a Ninety-Five Percent (95%) occupied building and fully assessed
building. Without limiting the foregoing, Operating Expenses for the Base Year
only shall be grossed up to reflect the impact of savings or discounts which
result from reduced first year service contracts, manufacturers' guarantees,
and similar items which temporarily lower Operating Expenses. Tenant shall
receive no less favorable treatment as to such gross up of taxes and expenses
than Landlord gives to the "most favored" tenant of the building, but in no
event shall real estate taxes for the base year be less than $1.86 per square
foot nor shall operating expenses for the base year be less than $5.30 per
square foot.

45. EXECUTION OF DOCUMENT

45.1 In the event Tenant does not execute and return this document by the
close of business on December 17, 1990, then Landlord may market the subject
space to others without further notice to Tenant.

46. LIFE SUPPORT SYSTEMS/HANDICAP FACILITIES

46.1 Landlord represents that the building will be equipped with the
following life support systems:

1. Sprinklers
2. Elevator Recall
3. Voice Communication System for Emergency Instructions
4. Smoke Detectors
5. Fire Alarms
6. Smoke Release System
7. Stairwell Pressurization
8. Braille Floor Indicators for Elevators
9. Handicapped Parking
10. Restroom Equipped for Handicapped Persons
11. Curbside Ramp Cutouts on Sidewalk

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<PAGE> 46

47. BUILDING SECURITY SYSTEM

47.1 Landlord, at its expense, will furnish and install one (1) Kastle
Electronic System (card access) on one (1) suite entry door (card or key access
may be programmed such that only employees working in the suite may enter the
same); all other entry or exit doors from Tenant's space to the common areas on
the floor will be alarmed.

47.2 Kastle will provide to the building tenants a centrally monitored,
computer controlled intrusion detection and tenant access system for "after
hours" entry into the building at certain locations. This is a two-faceted
control system. A building perimeter intrusion and tenant access control that
is remotely monitored "after hours" for entry into the building at certain
locations. This portion of the system is designed to admit Tenant and, by
prior arrangement on each separate occasion, authorized guests. This system is
designed to control unauthorized perimeter entry by a person(s) during the time
when the system is activated. The office suite intrusion and tenant access
control is designed to permit authorized tenants access to their suite "after
hours." This portion of the system is also remotely monitored and computer
controlled with the ability to identify individual suites entered after hours
by authorized persons and to detect unauthorized entry via a perimeter suite
door. This individual system is completely controlled by the Tenant, and can
include additional options for internal security if needed.

47.3 Tenant shall have continuous access to the demised premises and the
garage of the building.

48. DEFAULTS ND REMEDIES

48.1 In Section 12.1, in the last line, before 'unless' insert "or
Tenant"; and change the second 'Landlord' to "the affected party".

48.2 In Section 12.3, in the seventh line, after 'expenses' insert
"(prorated based on the remaining lease term and the new term)"; and at the end
of the paragraph, add: "Notwithstanding the foregoing, Landlord shall use
reasonable efforts to mitigate its damages."

48.3 In Section 12.5, in the first line, after 'Landlord' insert "or
Tenant"; and in the third line, delete 'Landlord's'.

49. LIABILITY OF LANDLORD

49.1 Nothing contained in section 8.2 shall be construed to require Tenant
to indemnify and hold harmless Landlord, its agents or employees, from
Landlord's liability to third parties for its negligent or willful acts or
omissions.

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<PAGE> 47

49.2 Notwithstanding anything to the contrary in section 8, Landlord shall
be liable for its negligent or willful acts or omissions and that of its agents
or employees.

49.3 In Section 8.2, in the fourth line, after the first 'Tenant' insert a
period and delete the remainder of the paragraph.

49.4 In Section 8.3, delete the last sentence in its entirety.

50. ADDITIONAL RENT

50.1 In Subsection 2.2(a), in the fourth line, after 'part' insert a
period and delete the rest of the sentence; and at the end of the paragraph,
insert the following:

"The term real estate taxes shall not include any of the following: (i)
any taxes levied or assessed upon the net income of the Landlord from the land
or the building of which the demised premises are a part; (ii) inheritance,
estate, capital levy, recordation, and/or transfer taxes; (iii) any interest or
penalties arising due to Landlord's failure to pay any taxes in a timely
fashion; (iv) any assessments on land or improvements outside the tax parcel of
the building incorporating the demised premises. Additional rent for real
estate taxes is calculated based on each particular building and the land
underlying it. To the extent that the garage tenant of the building is
reimbursing Landlord for real estate taxes, such amounts shall be credited
against the total real estate taxes for the building (i.e. Tenant shall not pay
a proportionate share of real estate taxes without reduction of the garage
tenant's tax obligation). If any real estate tax or assessment is payable in
annual or semiannual installments over a term in excess of one year, only the
amount actually payable in any calendar year shall be included for purposes of
determining real estate tax expenses under this Lease; provided, however, that
if Landlord maintains its accounts on an accrual basis, said taxes or
assessment may be accrued for no more than twelve (12) months."

50.2 In Subsection 2.2(b)(i), in the fifth line, delete 'installed to' and
substitute "which"; in the sixth line, delete the first 'or' and substitute
"using"; and in the seventh line, after 'taxes' insert a period and delete the
remainder of the sentence.

50.3 In Subsection 2.2(b)(ii), in the last line, delete 'and brokerage
commissions' and substitute the following:

"any amounts paid to any person, firm or corporation related or
otherwise affiliated with Landlord or any general partner, officer or director
of Landlord or any of its general partners, to the extent same exceeds arms-
length competitive prices paid in Washington, D.C. for the services or goods
provided; costs incurred by reason of any changes in governmental laws, rules or
regulations occurring during the Lease term; costs directly resulting from the
negligence or

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willful misconduct of Landlord or its agents, contractors or employees;
interest and amortization of funds borrowed by Landlord, reserves for repairs,
maintenance and replacements, advertising, legal fees, commissions, and space
planning expense incurred in procuring tenants for the building; wages salaries
or other compensation paid to employees, other than employees working at the
building, of any property management organization being paid a fee by Landlord
for its services; amounts paid to partners, shareholders, officers of directors
of Landlord; costs of electricity outside normal business hours sold to tenants
of the building; expenses for repairs, replacements or improvements arising
from initial construction of the building to the extent that they are
reimbursed to Landlord through warranties from contractors or suppliers or
resulting from deficiencies in design or workmanship; management fees in excess
of 3% of the gross rents of the building; accounting or legal fees other than
those incurred in connection with reducing or attempting to reduce operating
expenses; interest or penalties arising by reason of Landlord's failure to
timely pay any operating expenses; costs incurred to remedy, repair or
otherwise correct any defects or violations of the Building; costs relating to
maintaining Landlord's existence, either as a corporation, partnership, or
other entity, such as trustee's fees, annual fees, partnership organization or
administration expenses, deed recordation expenses, legal and accounting fees
(other than with respect to Building operations); costs incurred for
maintenance of any retail areas of the Building; costs of any capital
improvements, except as specifically provided above; costs incurred to remove
any hazardous or toxic wastes, materials or substances from either the Building
or Land; and Landlord's general corporate overhead and general and
administrative expenses;"

50.4 In Subsection 2.2(c), in the third line, delete 'all items for
Washington, D.C. SMSA (C.P.I.W.) (1967 = 100)' and substitute "(CPI-W) for
Washington, DC - MD - VA all items Index (1982-84=100)".

50.5 In Subsection 2.2(d), at the end of the paragraph, add:
"Notwithstanding the foregoing, Landlord shall not use a 'short year' with
respect to the base operating expenses and real estate taxes in either 1991 or
the last year of the Lease term."

50.6 Whenever operating expenses are allocated among buildings in the
complex, the allocation of common costs shall be apportioned based on the
relative square footage of office space in the buildings.

51. TENANT HOLDOVER

51.1 In Section 14.1, in the fourth line, change 'stipulated by Landlord'
to "as agreed by the parties".

51.2 In Section 14.2, the third line, change 'three' to "one and
one-half"; and in the fifth line, delete 'direct and consequential,'.

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52. LIMITATION OF LIABILITY

52.1 Section 19.1 is hereby deleted in its entirety.

53. ADDITIONAL RENT ESTIMATES AND ADJUSTMENTS

53.1 In Subsection 2.3(a), in the second line, before 'estimate' insert
"reasonable (but not more than 10% above the previous year's additional rent)".

53.2 In Subsection 2.3(d), in the first line, change 'ten (10)' to "sixty
(60)"; in the fourth line, change 'thirty (30)' to "one hundred twenty (120)";
and in last line, change 'ten (10)' to "thirty (30)".

53.3 In Subsection 2.3(e), in the last line, change 'accountant's' to "and
Tenant's reasonable auditing"; and at the end of the paragraph, add:
"Notwithstanding the foregoing, if Tenant's audit establishes an undercharge of
operating expenses to Tenant, then Landlord's right to reimbursement of its
audit expenses shall be offset by the amount of such undercharge, and Tenant's
audit expenses will also be deducted from the amount of the undercharge."

54. RENT ADJUSTMENT LIMIT

54.1 In Section 2.4, at the end of the paragraph, change the period to a
comma and insert "subject to Section 27 hereof."

55. LATE PAYMENT FEE

55.1 In Section 2.9, in the second line, before 'it' insert "notice that
it has not been paid when"; change 'five percent (5%)' to "three percent (3%)";
and in the last line, after the first 'rent' insert a period and delete the
rest of the sentence.

56. USE AND UPKEEP OF PREMISES

56.1 In Section 6.3, in the third and fourth lines, delete 'obstruct, or
interfere . . . conflict with them, or'; and in the fifth line, after 'thereof'
insert "(of which Tenant has been given actual knowledge)".

56.2 In Subsection 6.4(a), in the fifth sentence, after 'apparatus' insert
"(not shown on Tenant's working drawings)"; and in the ninth and tenth lines of
subsection 6.4(b), change 'five (5)' to "ten (10)".

56.3 In Subsection 6.4(c), in the second and sixth lines, after 'premises'
insert "installed after the lease commencement date"; in the seventh line,
after 'expense' change the period to a comma and insert "provided Landlord so
advised Tenant when Tenant requested Landlord's consent thereto."; and delete
the last sentence entirely.

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56.4 In Subsection 6.4(d), in the third line, before 'part' insert
"non-structural"; and at the end of the paragraph, insert "Notwithstanding the
foregoing, Landlord will perform any such repairs or alterations in a manner
and at such times as to minimize interference with Tenant's business. Tenant's
pro rata share of operating expenses and real estate taxes, together with the
amount of base annual rent payable hereunder, for the space lost shall be
prospectively adjusted and reduced to reflect the loss of any rentable area to
Tenant resulting from the exercise by Landlord of its rights under this
section."

56.5 In Section 6.5, in the first line, after 'maintain' insert "in a
first-class manner and in compliance with all codes"

56.6 In Section 6.6, delete the second and third sentences in their
entirety.

56.7 In Section 6.7, in the fourth line, after 'building' insert "which is
100 pounds per square foot".

56.8 In Subsection 6.8(a), in the first line, after '1.8' delete the
period and insert "except with the prior written consent of the building
manager." Landlord acknowledges that Tenant desires to move in on a Saturday.

56.9 In Section 6.9, in the first line, after 'guests' insert "while on
the demised premises"; in the third line, delete 'substantially'; delete the
second sentence in its entirety; and at the end of the paragraph, change the
period to a comma and insert "provided that Landlord shall equitably enforce
all rules and regulations."

56.10 In Section 6.10, in the last line, after 'tear' insert "and damage
by fire, casualty, condemnation or Landlord".

56.11 Subject to the Mutual Waiver of Subrogation provisions, nothing
herein shall be deemed to release Landlord from liability to Tenant to repair
and/or replace any damaged or destroyed equipment or furnishings of Tenant to
the extent the need therefor arises by reason of the negligence or willful
misconduct of Landlord, its agents, employees or contractors.

57. MUTUAL WAIVER OF SUBROGATION

57.1 Tenant hereby waives any right it may have against Landlord or
Landlord's Agent on account of any loss or damage occasioned to Tenant, its
property, the Demised Premises or its contents arising from any risk generally
covered by fire and extended coverage insurance, whether or not such a policy
shall be in force. Landlord hereby waives any rights it may have against
Tenant on account of any loss or damage occasioned to Landlord, its property,
or to the Building of which the Demised Premises are a part arising from any
risk generally covered by fire and extended coverage insurance, whether or not
such a policy shall

- 46 -

<PAGE> 51

be in force. If either Landlord or Tenant shall be unable, after using their
best efforts, to obtain and/or maintain the waiver of subrogation set forth in
the immediately preceding sentence from its insurance carrier(s) (or from any
other insurance carrier(s) without substantial increased cost) and shall so
notify the other party of such inability within thirty (30) days thereafter,
then such waiver of subrogation shall no longer be effective until obtainable.

58. DAMAGE

58.1 In Section 9.2, in the second line, delete 'without the fault or
neglect of Tenant, its agents, employees, invitees or visitors'; in the eighth
and ninth lines, delete 'as building standard items'; and delete the
penultimate sentence in its entirety.

58.2 In Section 9.3, in the eighth line, change 'ninety (90)' to "one
hundred twenty (120)" and delete 'so as to be entirely untenantable'; in the
ninth line, after 'then' insert "Tenant or"; in the tenth line, change 'Tenant'
to "the other"; and at the end of the paragraph, add: "Notwithstanding the
forgoing, Landlord shall not terminate this Lease unless Landlord terminates
all other leases whose premises are similarly affected."

59. CONDEMNATION

59.1 In Section 10.1, in the eighth line, after 'condemnation' change the
period to a comma and insert "provided Landlord also terminates all other
leases similarly affected."; and in the last line, change 'fifty percent (50%)'
to "twenty percent (20%)".

60. ESTOPPEL CERTIFICATES

60.1 In Section 13.2, delete the fourth sentence entirely; and at the end
of the paragraph, insert "Tenant shall similarly be entitled to request
estoppel certificates from Landlord."

61. LANDLORD'S INSURANCE

61.1 At all times during the term of this Lease and during such other time
that Tenant occupies the Premises or any part thereof, Landlord shall at its
cost and expenses, but nevertheless to be included in Operating Expenses,
obtain and maintain (or cause to be obtained and maintained) insurance policies
providing at least the following coverages:

(a) Comprehensive general liability insurance (including automobile
liability) on a per occurrence basis with a combined single limit of One
Million Dollars ($1,000,000.00) per occurrence and endorsed to insure the
contractual liability assumed by Landlord and covering Landlord as insured.

- 47 -

<PAGE> 52

(b) All risk property damage insurance (including theft) covering
Landlord's real and personal property in the Building.

62. BROKERS AND COMMISSIONS

62.1 Landlord and Tenant hereby represent and warrant to the other that,
in connection with this Lease, the party so representing and warranting has not
dealt with any real estate broker, agent or finder, and there is no commission,
charge or other compensation due on account thereof in regard thereto,
excepting only The Fred Ezra Company, 4520 East-West Highway, Bethesda,
Maryland, whose commission is the responsibility of Landlord. Each party
hereto shall indemnify and hold harmless the other against and from any
inaccuracy in such party's representation and warranty, and the rights,
obligations, warranties and representations of the parties hereto under the
provisions of this Section shall survive the expiration of the term, or the
sooner termination of this Lease pursuant to the other provisions hereof.

63. FAIR MARKET VALUE

63.1 For the purposes of determining rental for the renewal options in
Section 32, "fair market value" shall be defined as the rent obtained in signed
renewal leases within twelve (12) months prior to beginning of the applicable
renewal period for space of a size closest to that of the demised premises with
comparable finish and quality, in buildings of comparable size, quality, age,
and location in the Rossyln-Ballston corridor. Fair market value rent shall
reflect any Landlord concessions such as rental abatement or cash contributions
as well as brokerage commissions. Such concessions can either be provided as
such or amortized into (deducted from) the rent.

64. ACCESS TO PREMISES

64.1 In Section 7.1, in the second line, after 'times' insert "after
reasonable notice (except in emergencies)".

64.2 Landlord's access to the demised premises shall be subject to
Tenant's security regulations and shall be done in such manner as to minimize
interference with Tenant's business.

- 48 -

<PAGE> 53

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
1. SPECIFIC PROVISIONS .....................................................1
2. RENT ....................................................................6
2.1 Base Annual Rent .................................................6
2.2 Additional Rent ..................................................6
(a) Real Estate Taxes .........................................6
(b) Operating Expenses ........................................6
(c) CPI .......................................................7
(d) Landlord shall have the right to change
its fiscal year ...........................................7
2.3 Additional Rent Estimates and Adjustments .........................7
2.4 Rent Adjustment Limit .............................................9
2.5 Survival of Rent Obligation .......................................9
2.6 Pro Rata Share ....................................................9
2.7 Prorated Rent .....................................................9
2.8 Application of Rent ...............................................9
2.9 Late Payment Fee ..................................................9
2.10 Other Tenant Costs and Expenses ..................................10
3. CONSTRUCTION OF PREMISES AND OCCUPANCY ..................................10
3.1 Tenant Plans, Construction and Rent Liability .....................10
3.2 Possession ........................................................11
3.3 Occupancy Permits .................................................11
4. SUBLETTING AND ASSIGNMENT ...............................................11
4.1 Consent ...........................................................11
4.2 Recapture of Premises .............................................12
4.3 Excess Rent .......................................................12
4.4 Tenant Liability ..................................................12
5. SERVICES AND UTILITIES ..................................................12
5.1 Building Standard Services and Utilities ..........................12
5.2 Overtime Services .................................................13
5.3 Excessive Electrical Usage ........................................13
5.4 Excessive Heat Generation .........................................14
5.5 Security ..........................................................14
6. USE AND UPKEEP OF PREMISES ..............................................14
6.1 Use ...............................................................14
6.2 Illegal and Prohibited Uses .......................................14
6.3 Insurance Rating ..................................................14
6.4 Alterations .......................................................15
6.5 Maintenance by Landlord ...........................................16
6.6 Signs and Advertising .............................................16
6.7 Excessive Floor Load ..............................................17
6.8 Moving and Deliveries .............................................17
</TABLE>

- i -

<PAGE> 54
<TABLE>
<CAPTION>
<S> <C>
6.9 Rules and Regulations .............................................17
6.10 Tenant Maintenance & Condition of Premises Upon Surrender ........18
6.11 Tenant Equipment .................................................18
7. ACCESS ..................................................................18
7.1 Landlord's Access ................................................18
7.2 Restricted Access ................................................19
8. LIABILITY ...............................................................19
8.1 Personal Property .................................................19
8.2 Criminal Acts of Third Parties ....................................19
8.3 Public Liability ..................................................20
8.4 Tenant Insurance ..................................................20
9. DAMAGE 21
9.1 Damages Caused By Tenant ..........................................21
9.2 Fire or Casualty Damage ...........................................21
9.3 Untenantability ...................................................21
10. CONDEMNATION ...........................................................22
10.1 Landlord Right to Award ..........................................22
10.2 Tenant Right to File Claim .......................................22
11. BANKRUPTCY .............................................................23
11.1 Events of Bankruptcy .............................................23
11.2 Landlord's Remedies ..............................................23
(a) Termination of Lease ......................................23
(b) Suit for Possession .......................................24
(c) Non-Exclusive Remedies ....................................24
(d) Assumption or Assignment by Trustee .......................24
(e) Adequate Assurance of Future Performance ..................24
(f) Failure to Provide Adequate Assurance .....................24
12. DEFAULTS & REMEDIES.....................................................25
12.1 Default ..........................................................25
12.2 Remedies .........................................................25
12.3 Landlord's Right to Relet ........................................25
12.4 Recovery of Damages ..............................................26
12.5 Waiver ...........................................................26
12.6 Anticipatory Repudiation .........................................26
12.7 Tenant Abandonment of Premises ...................................27
13. SUBORDINATION ..........................................................27
13.1 Subordination ....................................................27
13.2 Estoppel Certificates ............................................28
14. TENANT HOLDOVER.........................................................29
14.1 With Landlord Consent ............................................29
14.2 Without Landlord Consent .........................................29
15. SECURITY DEPOSIT .......................................................30
16. QUIET ENJOYMENT ........................................................30
</TABLE>

- ii -

<PAGE> 55

<TABLE>
<S> <C>
17. SUCCESSORS .............................................................30
18. WAIVER OF JURY TRIAL ...................................................30
19. LIMITATION OF LIABILITY ................................................31
20. PRONOUNS & DEFINITIONS .................................................31
21. NOTICES ................................................................31
21.1 Addresses for Notices ............................................31
21.2 Effective Date of Notice .........................................31
22. EXHIBITS; SPECIAL PROVISIONS ...........................................31
22.1 Incorporation in Lease ...........................................31
22.2 Conflicts ........................................................31
23. CAPTIONS ...............................................................31
24. ENTIRE AGREEMENT; MODIFICATION .........................................32
25. SEVERABILITY ...........................................................32
26. LIMIT ON CPI ESCALATION ................................................32
27. WAIVER OF RENT .........................................................32
28. LANDLORD'S IMPROVEMENTS ................................................32
29. LANDLORD'S CONTRIBUTION ................................................34
30. SPACE PLANNING, ARCHITECTURAL AND ENGINEERING PLANS ....................34
31. PARKING ................................................................35
32. RENEWAL OPTIONS ........................................................35
33. CANCELLATION OPTION.....................................................37
34. OCCUPANCY PERMIT .......................................................37
35. ACCESS PRIOR TO LEASE COMMENCEMENT .....................................37
36. SECURITY DEPOSIT .......................................................38
37. BUILDING SERVICES AND UTILITIES ........................................38
38. SUBLETTING AND ASSIGNMENT ..............................................39
39. NONDISTURBANCE .........................................................40
40. MORTGAGEE PROTECTION CLAUSE ............................................40
CURE DEFAULT ...............................................................40
42. REASONABLENESS OF LANDLORD AND TENANT...................................41
43. INTERIOR SIGNAGE .......................................................41
44. GROSSED UP OPERATING EXPENSES AND REAL ESTATE TAXES ....................41
45. EXECUTION OF DOCUMENT ..................................................41
46. LIFE SUPPORT SYSTEMS/HANDICAP FACILITIES ...............................42
47. BUILDING SECURITY SYSTEM ...............................................42
48. DEFAULTS ND REMEDIES ...................................................43
49. LIABILITY OF LANDLORD ..................................................43
50. ADDITIONAL RENT ........................................................43
51. TENANT HOLDOVER ........................................................45
52. LIMITATION OF LIABILITY ................................................45
53. ADDITIONAL RENT ESTIMATES AND ADJUSTMENTS ..............................45
54. RENT ADJUSTMENT LIMIT ..................................................45
55. LATE PAYMENT FEE .......................................................46
</TABLE>

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<PAGE> 56

<TABLE>
<S> <C>
56. USE AND UPKEEP OF PREMISES ............................................46
57. MUTUAL WAIVER OF SUBROGATION ..........................................47
58. DAMAGE ................................................................47
59. CONDEMNATION ..........................................................48
60. ESTOPPEL CERTIFICATES .................................................48
61. LANDLORD'S INSURANCE ..................................................48
62. BROKERS AND COMMISSIONS ...............................................48
63. FAIR MARKET VALUE .....................................................49
64. ACCESS TO PREMISES ....................................................49
</TABLE>

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<PAGE> 57

LEASE EXTENSION AGREEMENT

THIS LEASE EXTENSION AGREEMENT made this 19 day of March, 1996, by and
between SECOND COURTHOUSE PLAZA ASSOCIATES LIMITED PARTNERSHIP, a Virginia
limited partnership (hereinafter "Landlord"), and LCC, L.L.C., a Delaware
limited liability company, successor in interest to LCC, Inc., and Telcom
Ventures L.L.C. (hereinafter "Tenant").

WITNESSETH:

WHEREAS, Landlord and LCC, Inc., as Tenant, entered into a lease agreement
dated January 28, 1991 (the "Lease"), which provides for the leasing of Suite
1003, consisting of approximately 7,070 square feet of office space in the
building known as Arlington Courthouse Plaza Two designated by street address
as 2300 Clarendon Boulevard, Arlington, Virginia (the "Premises"), which was
assigned to Telcom Ventures L.L.C. by an agreement dated December 31, 1993, and
further assigned to LCC, L.L.C. by an agreement dated May 25, 1995, such lease
having been terminated effective November 30, 1996; and

WHEREAS, the parties hereto desire to extend the term of the aforesaid
Lease.

NOW, THEREFORE, the parties hereto agree as follows:

1. The Lease is hereby extended for a further period of Four (4) months,
commencing December 1, 1996, and expiring March 31, 1997, at the Base Annual
Rent and accumulated Additional Rent specified therein.

2. All of the terms and conditions of the Lease, as previously amended and
as modified by this Lease Extension Agreement, shall remain in full force and
affect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of the day and year hereinbefore first written.

WITNESS: LANDLORD: SECOND COURTHOUSE
PLAZA ASSOCIATES LIMITED
PARTNERSHIP

/s/ JENNIFER E. THOMPSON BY /s/ ROBERT P. KOGOD (SEAL)
- --------------------------- ---------------------------------
General Partner

ATTEST: TENANT:LCC, L.L.C.

BY /s/ PIYUSH SODHA (SEAL)
- --------------------------- ---------------------------------
Name:
(Seal) Title:

<PAGE> 1
EXHIBIT 10.4

ASSIGNMENT OF LEASE
AND
LANDLORD'S CONSENT TO ASSIGNMENT

THIS ASSIGNMENT OF LEASE is made on December 31, 1993, among SECOND
COURTHOUSE PLAZA ASSOCIATES LIMITED PARTNERSHIP, a Virginia limited partnership
(hereinafter "Landlord"), LCC, INCORPORATED, a Kansas corporation (hereinafter
"Assignor"), and TELCOM VENTURES, L.L.C., a Delaware limited liability company
(hereinafter "Assignee"), who agree as follows:

Recitals. This Assignment of Lease is made with reference to the
following facts and objectives:

a. Landlord and LCC, Incorporated, as Tenant, entered into
a written lease dated January 28, 1991 (the "Lease"), in which Landlord leased
to Tenant and Tenant leased from Landlord office space known as Suite 1003,
containing approximately 7,070 square feet of office space in the building
known as Arlington Courthouse Plaza II (the "Premises"), located at 2300
Clarendon Boulevard, Arlington, Virginia, for a term expiring August 31, 1994;

b. Assignor desires to assign all its right, title and
interest in the Lease to the above referenced Assignee; and

c. Landlord consents to the proposed Assignment on the
conditions set forth in this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Effective Date of Assignment. The Assignment of said
Lease shall be effective as of December 31, 1993 (the "Effective Date").
<PAGE> 2
2. Assignment and Assumption. Assignor assigns and
transfers to Assignee all of its right, title and interest in the Lease, and
Assignee accepts the Assignment and assumes and agrees to perform, from the
Effective Date, as a direct obligation to Landlord, all the provisions of the
Lease.

3. Landlord's Consent. Landlord consents to this
Assignment, expressly without waiver of the restriction concerning further
assignment, and Assignee explicitly agrees not to assign, transfer, convey or
hypothecate any interest of Assignee under the Lease without Landlord's
express, written, prior consent, which Landlord, in its sole discretion, may
give or withhold. Any assignment or transfer without Landlord's consent shall
be null, void and of no force or effect.

4. Assignor's Liability. Assignor shall remain liable for
the performance of the provisions of the Lease, as assigned, just as though
Landlord's consent had not been given.

5. Default of Lease; Notice to Assignor.

a. Notice to Assignor. Landlord will send to
Assignor any notice of default that Landlord sends to Assignee.

b. Right to Cure. If Assignee is in default of
the Lease, before Landlord will exercise any of the rights available to
Landlord by reason of any default, Assignor shall have the right for a period
of five (5) days after the period expires for curing rent defaults and ten (10)
days after the period expires for curing non-rent defaults, in which to cure
any default of Assignee. If any default,

- 2 -
<PAGE> 3

other than non-payment of rent, cannot reasonably be cured within the
additional ten (10) day period, the commencement of the cure of the default
within the ten (10) day period shall be deemed to cure the default, provided
the cure is diligently pursued to completion.

c. Remedies of Assignor. Assignee expressly agrees to
hold Assignor harmless from any and all claims that may arise from Assignee's
breach of the Lease, as assigned, and in connection therewith, Assignee agrees
to reimburse Assignor all attorneys' fees, costs and expenses in connection
therewith, and Assignee waives all rights of exemption.

6. Amendment of Lease. If Landlord and Assignee enter
into any agreement that amends the Lease to increase the financial obligation
of the Tenant without Assignor's consent in writing, then any such amendment of
the Lease shall be of no force or effect as to Assignor, who shall nevertheless
remain obligated under the original terms of the Lease.

7. Miscellaneous.

a) Notice. Any notice, demand, request, consent,
approval or communication that either party desires, or is required to give to
the other party or any other person, shall be in writing and either served
personally or sent by pre-paid U.S. Certified or Express Mail.

Notices to Assignee shall be given at:

Telcom Ventures, L.L.C.
2300 Clarendon Boulevard
Suite 1003
Arlington, Virginia 22201

- 3 -
<PAGE> 4
b) Successors. This Assignment shall be binding
upon, and inure to the benefit of, the parties and their successors.

IN WITNESS WHEREOF, Landlord has caused these presents to be signed and
sealed by one or more of its general partners or authorized agents, Assignor
has caused these presents to be signed in its corporate name by its duly
authorized office and its corporate seal to be hereto affixed and duly attested
by its secretary, and Assignee has caused these presents to be signed in its
corporate name by its duly authorized office and its corporate seal to be
hereto affixed and duly attested by its secretary.

WITNESS: LANDLORD: SECOND COURTHOUSE
PLAZA ASSOCIATES
LIMITED PARTNERSHIP

CHARLES E. SMITH MGM'T. INC.
AGENT FOR LANDLORD

/s/ ROSEMARY EMERSON BY /s/ RALPH P. SILVERMAN (SEAL)
- ------------------------------- ------------------------------
Senior Vice President

ATTEST: ASSIGNOR: LCC, INCORPORATED

/s/ JOHN S. FLICK BY /s/ RAJENDRA SINGH (SEAL)
- ------------------------------- --------------------------
Corporate Seal Asst. Secretary Name:
Title:

ATTEST: ASSIGNEE: TELCOM VENTURES, L.C.C.

/s/ JOHN S. FLICK BY /s/ RAJENDRA SINGH (SEAL)
- ------------------------------- --------------------------
Corporate Seal General Counsel Name:
Title:

- 4 -

<PAGE> 1
EXHIBIT 10.5

LEASE EXTENSION AGREEMENT

THIS LEASE EXTENSION AGREEMENT made on the 31st day of December, 1993,
by and between SECOND COURTHOUSE PLAZA ASSOCIATES LIMITED PARTNERSHIP, a
Virginia limited partnership (hereinafter "Landlord"), and TELCOM VENTURES,
L.L.C., a Delaware limited liability company (hereinafter "Tenant").

WITNESSETH:

WHEREAS, Landlord and LCC, Incorporated, a Kansas corporation, entered
into a lease agreement dated January 28, 1991 (the "Lease"), which provides for
the leasing of Suite 1003, consisting of approximately 7,070 square feet of
office space in the building known as Arlington Courthouse Plaza Two, located
at 2300 Clarendon Boulevard, Arlington, Virginia, for a term expiring February
28, 1994, as extended to August 31, 1994 by a Lease Extension Agreement dated
October 1, 1993;

WHEREAS, by an Assignment of Lease and Landlord's Consent to Assignment
of even date herewith, LCC, Incorporated, assigned all of its right, title and
interest in the Lease, as previously extended, to tenant; and

WHEREAS, the parties hereto desire to further extend the term of the
aforesaid Lease.

NOW, THEREFORE, the parties hereto agree as follows:

<PAGE> 2

1. The Lease is hereby extended for a further period of
Six (6) years and Three (3) months, commencing September 1, 1994 and expiring
November 30, 2000.

2. All of the terms and conditions of the Lease, except
Sections 27, 28, 29, 30 and 45, as modified by a Lease Extension Agreement
dated October 1, 1993, and by this Lease Extension Agreement, shall remain in
full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the day and year hereinbefore first written.

WITNESS: LANDLORD: SECOND COURTHOUSE
PLAZA ASSOCIATES
LIMITED PARTNERSHIP

CHARLES E. SMITH MGM'T INC.
AGENT FOR LANDLORD

/s/ ROSEMARY EMERSON BY /s/ RALPH P. SILVERMAN (SEAL)
- ------------------------------- -----------------------------
Senior Vice President

ATTEST: TENANT: TELCOM VENTURES, L.C.C.

/s/ JOHN S. FLICK BY /s/ RAJENDRA SINGH (SEAL)
- ------------------------------- -------------------------
General Counsel (Corporate Seal) Name:
Title:

- 2 -

<PAGE> 1

EXHIBIT 10.6

LCC, L.L.C.
1994 INCENTIVE COMPENSATION PLAN

1. PURPOSE. The purpose of the LCC, L.L.C. 1994 Incentive Compensation
Plan is to enable LCC, L.L.C. (the "Company") and the Core Affiliates (as that
term is defined below) to attract, retain, motivate and reward selected
employees through the grant of Awards (as that term is hereinafter defined).

2. DEFINITIONS. As used herein, the following terms shall have the
following respective meanings:

2.1 Award. The term "Award" shall mean an award granted under the
Plan in accordance with the terms hereof.

2.2 Award Agreement. The term "Award Agreement" shall mean any
agreement entered into between the Company and a Participant pursuant to which
an Award is made to such Participant, as described in Section 5.2.

2.3 Core Affiliate. The term "Core Affiliate" shall mean any
corporation, limited liability company, partnership or other entity that: (i)
is controlled by or under common control with the Company and (ii) is engaged
in the Company's core business. The Core Affiliates shall be identified from
time to time by the Members Committee in the exercise of its sole discretion.
As of the date hereof, the Core Affiliates were: TSI, L.L.C.; Eurofon Incorp. &
Co., KG; and Eurofon of France SARL.

2.4 Disability. The term "Disability" shall mean the
Participant's inability to engage in any substantial or gainful activity by
reason of any medically determinable mental or physical impairment which can be
expected to result in death or which can be expected to last for a continuous
period of not less than twelve (12) months, as determined by the Members
Committee in the exercise of its sole discretion.

2.5 Loan. The term "Loan" shall mean a loan made to a Participant
in accordance with Section 5.3.

2.6 Members Committee. The term "Members Committee" shall mean
the Members Committee of the Company.

2.7 Participant. The term "Participant" shall mean an employee of
the Company who has been granted an Award in accordance with the terms hereof.

<PAGE> 2
2.8 Payment Date. The term "Payment Date" shall mean the date
specified in an Award Agreement for the payment of the Award covered by such
Award Agreement.

2.9 Plan. The term "Plan" shall mean the LCC, L.L.C. 1994
Incentive Compensation Plan, as the same may be amended from time to time.

2.10 Termination for Cause. The term "Termination for Cause" shall
mean the termination by the Company or a Core Affiliate of a Participant's
employment with the Company and all Core Affiliates by reason of the
Participant's: (i) material failure to discharge his or her job
responsibilities in a satisfactory manner or (ii) willful dishonesty towards,
fraud upon or deliberate injury towards the Company or a Core Affiliate.

2.11 Voluntary Termination. The term "Voluntary Termination" shall
mean a Participant's termination of his or her employment with the Company and
all Core Affiliates, for whatever reason or for no reason.

3. ADMINISTRATION.

3.1 Members Committee's Authority to Administer. The Plan shall
be administered by the Members Committee. In such capacity, the Members
Committee shall have sole and complete authority, subject to the provisions and
guidelines of the Plan, to make any and all decisions concerning the
administration or interpretation of the Plan. Without limiting the generality
of the foregoing, the Members Committee shall have sole authority to:

(a) Determine which employees of the Company and the Core
Affiliates shall be designated Participants in the Plan;

(b) Make grants of Awards to Participants;

(d) Determine the terms, conditions and restrictions
(consistent with the provisions of the Plan) of any Award granted under the
Plan;

(e) Prescribe the form of instruments, if any, evidencing
the Awards granted under the Plan;

2
<PAGE> 3

(f) Determine which affiliates of the Company should
properly be deemed Core Affiliates;

(g) Determine the Payment Date for each Award granted
under the Plan;

(h) Determine the terms, conditions and restrictions of
any Loan made with respect to an Award; and

(i) Determine whether each Loan is being made for one of
the authorized purposes described herein.

Any interpretation or construction of the Plan by the Members Committee shall
be final, binding and conclusive on all persons for all purposes. The Members
Committee shall keep minutes of all its actions under the Plan.

3.2 Counsel; Expenses. The Members Committee may employ such
legal counsel, consultants and agents as it may deem necessary for the
administration of the Plan and may rely upon any opinion received from any such
counsel, consultant or agent. All expenses incurred by the Members Committee
in interpreting and administering the Plan, including, without limitation,
auditing and other professional fees, shall be paid by the Company.

3.3 Liability. No member of the Members Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Award granted hereunder. Each member of the Members Committee shall be
indemnified and held harmless by the Company against all liabilities, damages,
costs and expenses (including reasonable attorneys' fees) incurred as a result
of such Members Committee member's act or omission to act in connection with
the Plan, unless such liability, damage, cost or expense arises out of such
Members Committee member's own fraud, gross negligence or willful misconduct.
Such indemnification shall be in addition to any rights of indemnification
which the members of the Members Committee may have by contract.

4. ELIGIBILITY.

4.1 Selection of Participants. The Members Committee shall from
time to time select Participants from among the employees of the Company or the
Core Affiliates whose responsibilities and decisions, in the Members
Committee's sole discretion, significantly affect the long-term sustained
growth and profitability of the Company and the Core Affiliates.

3
<PAGE> 4
5. AWARDS.

5.1 Grants of Awards. The Members Committee may from time grant
Awards to Participants under the Plan. Each Award shall consist of the
Company's agreement (subject to termination and expiration as set forth herein)
to pay to the Participant receiving such Award, in cash, a specified sum on the
Payment Date set forth in the Award Agreement relating to such Award.

5.2 Award Agreements. Each grant of an Award shall be evidenced
by an Award Agreement between the Company and the Participant receiving such
Award. Award Agreements shall be in such form as the Members Committee shall
from time to time establish and may include such terms and conditions not
inconsistent with the Plan as the Members Committee may deem advisable. Award
Agreements need not be identical.

5.3 Loans to Participants. Each Participant shall be entitled to
apply to the Members Committee to borrow a portion of the total amount of his
or her Award, provided that any such borrowing shall be made only for the
following purposes: (i) the payment of expenses incurred or necessary for
medical care (within the meaning of Section 213(d) of the Internal Revenue Code
of 1986, as amended) of the Participant or the Participant's spouse, children
or dependents; (ii) the purchase (excluding mortgage payments) of a principal
residence for the Participant; (iii) the payment of tuition and related
educational fees for the next twelve (12) months of post-secondary education
for the Participant or the Participant's spouse, children or dependents; or
(iv) the need to prevent the eviction of the Participant from, or a foreclosure
on the mortgage of, the Participant's principal residence. Each application
for a Loan shall be made on such form as shall from time to time be made
available by the Members Committee. The Members Committee shall have the sole
right to determine: (i) the terms and conditions of each Loan (including the
total amount that a Participant may borrow and the date(s) or period(s) when
such amount may be borrowed) and (ii) whether each Loan is being made for one
of the authorized purposes set forth in clauses (i) through (iv) above. Each
Loan shall be evidenced by a Promissory Note in such form as the Company shall
specify. All principal and interest owing under any Loan shall (unless
repayment is accelerated pursuant to Section 6.2) be due and payable on the
Payment Date for the Award with respect to which such Loan was made.

5.4 Payment of Awards. The total amount of each Award shall be paid
in full on the Payment Date for such Award; provided, however, that the amount
so payable shall be reduced by the amount of all principal and interest, if
any, owing under any Loan made with respect to such Award which is in
existence on such Payment Date.

4
<PAGE> 5
6. NONTRANSFERABILITY OF AWARDS; TERMINATION OF EMPLOYMENT.

6.1 General Restriction on Transfer. A Participant shall not
under any circumstances be entitled to sell, transfer, assign, pledge,
hypothecate or otherwise dispose of any or all of his or her Award other than
by the laws of descent and distribution. Any attempt to dispose of any Award
or any amount payable hereunder in violation of the terms of the Plan shall be
void.

6.2 Termination of Employment.

6.2.1 If, at any time prior to the Payment Date for any Award
to any Participant, such Participant's employment with the Company and all Core
Affiliates is terminated by reason of a Termination for Cause or a Voluntary
Termination: (i) such Award shall expire and terminate automatically without
any action on the part of the Company; (ii) such Participant shall not be
entitled to receive any payments in respect of such Award; and (iii) all
principal and interest owing under any Loan made in respect of such Award which
is in existence on the date of such termination shall be due and payable within
thirty (30) days following the date of such termination.

6.2.2 If, at any time prior to the Payment Date for any Award
to any Participant, such Participant's employment with the Company and all Core
Affiliates is terminated for any reason other than a Termination for Cause or a
Voluntary Termination (including by reason of death or Disability): (i) the
Company shall, within thirty (30) days following the date of such termination,
pay to such Participant (or, in the case of death, his or her estate, personal
representative or beneficiary), in cash, a sum equal to (a) the total amount of
such Award, multiplied by (b) a fraction, the numerator of which shall equal
the number of complete calendar months between the grant of such Award and the
date of such termination and the denominator of which shall equal the number of
calendar months between the grant of such Award and the Payment Date for such
Award; (ii) all principal and interest owing under each Loan made in respect of
such Award which is in existence on the date of such termination shall be due
and payable within thirty (30) days following the date of such termination
(with any payment under subsection (i) above being reduced by the amount of all
principal and interest owing under each Loan made in respect of such Award
which is in existence on the date of such termination); and (iii) such Award
shall, upon the payment of the amount specified above, expire and terminate
automatically without any action on the part of the Company.

5
<PAGE> 6
7. AMENDMENT OF PLAN.

7.1 Amendments. The Members Committee may from time to time
terminate or discontinue the Plan or revise or amend the Plan in any respect
whatsoever; provided, however, that no such termination, revision or amendment
shall adversely affect the rights of Participants with respect to Awards
previously awarded.

8. GENERAL.

8.1 No Continued Employment. The Plan shall not impose any
obligation on the Company or any Core Affiliate to continue the employment of
any Participant. Nothing in the Plan or any award granted hereunder shall
confer upon any Participant any right to continue in the employ of the Company
or any Core Affiliate or interfere in any way with the "at-will" nature of such
Participant's employment with the Company or any Core Affiliate. No award
under the Plan shall be deemed salary or compensation for the purpose of
computing benefits under any other employee benefit plan or other arrangement
of the Company or any Core Affiliate for the benefit of its employees, unless
the Company shall determine otherwise.

8.2 Withholding. Any amount payable hereunder shall be reduced by
the amount, if any, that the Company or any Core Affiliate is required to
withhold with respect to such payments under the then-current provisions of any
applicable federal, foreign, state or local income tax laws, unless the
recipient satisfies such withholding requirements in some other manner.

8.3 Nature of Plan. Nothing contained in the Plan shall create or
be construed to create a trust of any kind, or a fiduciary relationship between
the Company or the Members Committee, or both, on the one hand, and any
Participant or other person on the other. To the extent that any person
acquires a right to receive payments from the Company under the Plan, such
right shall be no greater than the right of an unsecured general creditor of
the Company. All payments to be made hereunder shall be paid from the general
funds of the Company. The Plan is an arrangement for a select group of
management or highly compensated personnel.

8.4 Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia. Notwithstanding
anything herein to the contrary, no award shall be paid under the Plan if such
payment would, in the opinion of counsel to the Company, violate or conflict
with the obligations of the Company under any applicable law or governmental
regulation.

6
<PAGE> 7

8.5 Leaves of Absence. A leave of absence approved by the Members
Committee shall not be considered an interruption or termination of employment
for any purpose hereunder, unless the Members Committee determines otherwise.
Notwithstanding the foregoing, no Award may be granted to any employee of the
Company or any Core Affiliate while he or she is on a leave of absence.

8.6 Arbitration. Any controversy or claim arising out of or
relating to the Plan or the interpretation thereof shall be settled by
arbitration in Arlington, Virginia in accordance with the then prevailing rules
of the American Arbitration Association, and judgment upon the award shall be
final, conclusive and binding. All costs of arbitration shall be borne by the
losing party, unless the arbitrators decide such costs should be allocated
between the parties in particular proportions.

8.7 Effective Date. The Plan shall be effective as of September
15, 1994.

7
<PAGE> 8
LCC, L.L.C.
AGREEMENT PURSUANT TO 1994 INCENTIVE
COMPENSATION PLAN

This AGREEMENT is made and entered into as of __________, 1994, by and
between LCC, L.L.C., a Delaware limited liability company with principal
offices located at 2300 Clarendon Boulevard, Suite 800, Arlington, Virginia
22201 (the "Company"), and ____________________________________, an employee of
the Company or a Core Affiliate (as that term is hereinafter defined) residing
at ___________________________ (the "Participant").

W I T N E S S E T H:

WHEREAS, the Company desires to carry out the purposes of the
Company's 1994 Incentive Compensation Plan (the "Plan") by granting an Award
(as that term is hereinafter defined) to the Participant, all in accordance
with the terms of this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

l. DEFINITIONS. As used herein, the following terms shall have the
following respective meanings:

1.1 Award. The term "Award" shall mean the award granted to the
Participant under the Plan pursuant to Section 2.1.

1.2 Award Amount. The term "Award Amount" shall mean the amount
payable on the Payment Date, as specified in Exhibit A attached hereto.

1.3 Core Affiliate. The term "Core Affiliate" shall mean any
corporation, limited liability company, partnership or other entity that: (i)
is controlled by or under common control with the Company and (ii) is engaged
in the Company's core business. The Core Affiliates shall be identified from
time to time by the Members Committee in the exercise of its sole discretion.
As of the date hereof, the Core Affiliates were: TSI, L.L.C.; Eurofon Incorp.
& Co., KG; and Eurofon of France SARL.

1.4 Disability. The term "Disability" shall mean the
Participant's inability to engage in any substantial or gainful activity by
reason of any

<PAGE> 9
medically determinable mental or physical impairment which can be expected to
result in death or which can be expected to last for a continuous period of not
less than twelve (12) months, as determined by the Members Committee in the
exercise of its sole discretion.

1.5 Loan. The term "Loan" shall mean a loan made to the
Participant pursuant to Section 2.2.

1.6 Members Committee. The term "Members Committee" shall mean
the Members Committee of the Company.

1.7 Payment Date. The term "Payment Date" shall mean the date
specified in Exhibit A attached hereto.

1.8 Termination for Cause. The term "Termination for Cause"
shall mean the termination by the Company or a Core Affiliate of the
Participant's employment with the Company and all Core Affiliates by reason of
the Participant's: (i) material failure to discharge his or her job
responsibilities in a satisfactory manner or (ii) willful dishonesty towards,
fraud upon or deliberate injury towards the Company or a Core Affiliate.

1.9 Voluntary Termination. The term "Voluntary Termination" shall
mean the Participant's termination of his or her employment with the Company
and all Core Affiliates, for whatever reason or for no reason.

2. GRANT OF AWARD; PAYMENT.

2.1 Grant. The Company hereby grants to the Participant, and the
Participant hereby accepts, an Award entitling the Participant to participate
in the Plan on the terms and subject to the conditions set forth herein. Under
the Award, the Company hereby agrees (subject to the conditions set forth
herein) to pay to the Participant, in cash, the Award Amount on the Payment
Date.

2.2 Loans. The Participant shall have the right to apply to the
Members Committee to borrow from the Company: (i) up to twenty percent (20%) of
the Award Amount during the period commencing on the date of this Agreement and
ending on the first anniversary thereof; (ii) up to an aggregate of thirty-five
percent (35%) of the Award Amount during the period commencing on the first
anniversary of the date of this Agreement and ending on the second anniversary
of the date of this Agreement; and (iii) up to an aggregate of fifty percent
(50%) of the Award Amount during the period commencing on the second
anniversary of the date of this Agreement and ending on the Payment Date;
provided, however, that any such borrowing shall be made only for the following
purposes: (i) the payment of expenses

2
<PAGE> 10
incurred or necessary for medical care (within the meaning of Section 213(d) of
the Internal Revenue Code of 1986, as amended) of the Participant or the
Participant's spouse, children or dependents; (ii) the purchase (excluding
mortgage payments) of a principal residence for the Participant; (iii) the
payment of tuition and related educational fees for the next twelve (12) months
of post-secondary education for the Participant or the Participant's spouse,
children or dependents; or (iv) the need to prevent the eviction of the
Participant from, or a foreclosure on the mortgage of, the Participant's
principal residence. Each application for a Loan shall be made on such form as
shall from time to time be made available by the Members Committee. The
Members Committee shall have the sole right to determine whether any Loan
applied for by the Participant is being made for one of the authorized purposes
set forth in clauses (i) through (iv) above. Each Loan shall be contingent upon
Participant's execution and delivery of a Promissory Note in the form attached
hereto as Exhibit B. Each Promissory Note shall bear interest at a rate per
annum equal to the "prime rate" of Nationsbank N.A. in effect on the date such
Promissory Note is executed.

2.3 Reduction of Payment. The amount payable on the Payment Date
shall be reduced by the amount of all principal and interest owing under each
Loan which is in existence on the Payment Date.

3. NONTRANSFERABILITY OF AWARD; TERMINATION OF EMPLOYMENT.

3.1 General Restriction on Transfer. The Participant shall not
under any circumstances be entitled to sell, transfer, assign, pledge,
hypothecate or otherwise dispose of all or any portion of the Award other than
by the laws of decent and distribution. Any attempt to dispose of the Award or
any amount payable hereunder in violation of the terms of this Agreement shall
be null and void.

3.2 Termination of Employment.

3.2.1 If, at any time prior to the Payment Date, the
Participant's employment is terminated by reason of a Termination for Cause or
a Voluntary Termination: (i) the Award shall expire and terminate automatically
without any action on the part of the Company; (ii) the Participant shall not
be entitled to receive any payments or exercise any rights with respect to the
Award; and (iii) all principal and interest owing under each Loan which is in
existence on the date of such termination shall be due and payable within
thirty (30) days following the date of such termination.

3
<PAGE> 11
3.2.2 If, at any time prior to the Payment Date, the
Participant's employment is terminated for any reason other than a Termination
for Cause of a Voluntary Termination (including by reason of death or
Disability): (i) the Company shall, within thirty (30) days following the date
of such termination, pay to the Participant (or, in the case of death, his or
her estate, personal representative or beneficiary), in cash, a sum equal to
(a) the Award Amount, multiplied by (b) a fraction, the numerator of which
shall equal the number of complete calendar months between the date hereof and
the date of such termination and the denominator of which shall equal the
number of calendar months between the date hereof and the Payment Date; (ii)
all principal and interest owing under each Loan which is in existence on the
date of such termination shall be due and payable within thirty (30) days
following the date of such termination (it being agreed that any payment owing
under subsection (i) above shall be reduced by the amount of all principal and
interest, if any, owing under each Loan which is in existence on the date of
such termination); and (iii) the Award shall, upon the payment of the amount
specified above, expire and terminate automatically without any action on the
part of the Company.

3.2.3 If the Participant's employment is terminated for any
reason at any time after the Payment Date, the Participant shall be entitled to
retain all amounts paid to the Participant in respect of the Award prior to the
date of such termination.

4. GENERAL.

4.1 No Continued Employment. Nothing herein shall be construed
to: (i) impose any obligation on the Company or any Core Affiliate to continue
the employment of the Participant; (ii) confer upon the Participant any right
to continue in the employ of the Company or any Core Affiliate; or (iii)
interfere in any way with the "at-will" nature of the Participant's employment
with the Company or any Core Affiliate. The Award shall not be deemed salary or
compensation for the purpose of computing benefits under any other employee
benefit plan or other arrangement of the Company or any Core Affiliate for the
benefit of its employees, unless the Company shall determine otherwise.

4.2 Assignment. Subject to the provisions of Section 3.1, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. The Company shall be entitled, in
the exercise of its sole discretion, to assign any or all of its rights or
obligations hereunder.

4.3 Withholding. Any amount payable hereunder shall be reduced by
the amount, if any, that the Company or any Core Affiliate is required to

4
<PAGE> 12
withhold with respect to such payments under the then-current provisions of any
applicable federal, foreign, state or local income tax laws, unless the
Participant (or his or her estate, personal representative or beneficiary, as
the case may be) satisfies such withholding requirements in some other legally
approved manner.

4.4 Nature of Plan. Nothing herein shall create or be construed
to create a trust of any kind, or a fiduciary relationship between the Company
or the Members Committee, or both, on the one hand, and the Participant or
other person on the other. To the extent that the Participant or any other
person acquires a right to receive payments from the Company hereunder, such
right shall be no greater than the right of an unsecured general creditor of
the Company. All payments to be made hereunder shall be paid from the general
funds of the Company.

4.5 Governing Law; Attorneys' Fees. This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia. Notwithstanding anything herein to the contrary, no award shall be
paid under the Plan if such payment would, in the opinion of counsel to the
Company, violate or conflict with the obligations of the Company under any
applicable law or governmental regulation. In the event it is necessary to
retain the services of legal counsel in connection with any controversy or
claim arising hereunder, the prevailing party shall be entitled to
reimbursement of its reasonable attorneys' fees and costs of suit.

4.6 Entire Agreement. This Agreement constitutes the entire
agreement between the Company and the Participant regarding the subject matter
hereof. All prior or contemporaneous agreements, proposals, discussions,
negotiations and/or communications between the Company and the Participant,
whether written or oral, regarding the subject matter hereof are hereby
superseded by and merged into this Agreement. This Agreement may only be
amended by a written agreement signed by both the Company and the Participant.

4.7 Notices. All notices and other communications hereunder shall
be provided in writing and shall be delivered personally or by registered or
certified mail (return receipt requested) to the parties at the addresses set
forth above (or such other address as may have been furnished by or on behalf
of such party by like notice).

4.8 Arbitration. Any controversy or claim arising out of or
relating to this Agreement or the breach or interpretation hereof shall be
settled by arbitration in Arlington, Virginia in accordance with the then
prevailing rules of the American Arbitration Association, and judgment upon the
award shall be final, conclusive and binding. All costs of arbitration shall
be borne

5
<PAGE> 13
by the losing party, unless the arbitrators decide such costs should be
allocated between the parties in particular proportions. Each party hereby
irrevocably submits to the jurisdiction and venue of the federal and/or state
courts of the Commonwealth of Virginia for the purpose of enforcing any
arbitral judgment rendered pursuant to this Section 4.8.

4.9 Severability. In the event any one or more of the provisions
of this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the remaining provisions of this Agreement shall
be enforceable to the maximum extent possible.

4.10 Leaves of Absence. A leave of absence approved by the Members
Committee shall not be considered an interruption or termination of the
Participant's employment for any purpose hereunder, unless the Members
Committee determines otherwise.

4.11 Waiver. The waiver of the breach of any provision hereof
shall not operate or be construed as a waiver of any prior or subsequent breach
of the same or any other provision hereof.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.

PARTICIPANT LCC, L.L.C.

By:
- ---------------------------------- ------------------------------------
Its:
- ---------------------------------- -----------------------------------
Print Name

6
<PAGE> 14
EXHIBIT A

AWARD AMOUNT: $
-------------

PAYMENT DATE: The third anniversary of the date of the Agreement.

<PAGE> 1
EXHIBIT 10.7

SUBLEASE

THIS SUBLEASE is made as of the 7th day of May, 1994 by and between
MINIRTH-MEIER BYRD CLINIC, P.A. ("SUBLESSOR") and LLC, L.L.C., a Delaware
Corporation, authorized to conduct business in the Commonwealth of Virginia,
("SUBLESSEE").

R E C I T A L S

A. Sublessor is the Lessee under that certain Office Lease (the "LEASE")
dated October 29, 1991 by and between Colonial Village Center Associates
("LANDLORD"), as Landlord, and Sublessor, as Tenant. The Lease is attached
hereto as Exhibit A.

B. Sublessee desires to sublease from Sublessor, and Sublessor desires
to sublease to Sublessee, the premises described in the Lease.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:

1. DEMISED PREMISES. Sublessor does hereby sublease to Sublessee, and
Sublessee does hereby sublease from Sublessor, for the term and upon the
conditions, covenants and agreements hereinafter provided Suite 1200 containing
approximately 21,245 rentable square feet located on the 12th floor of the
Building located at 2111 Wilson Boulevard, Arlington, Virginia (the
"BUILDING"), as shown on Exhibit B attached hereto and made part hereof and
herein after referred to as the premises ("PREMISES"). The Premises shall be
made available to Sublessee for lease in three phases, as more particularly set
forth on Schedule I attached hereto and made a part hereof. The sublease of
the Premises includes rights granted to Sublessor in the Lease excepting those
contained in Article 26 (a) through (f) of the Lease, including, without
limitation, the right, together with other tenants of the Building and members
of the public to use the common public areas of the Building, but includes no
other right not specifically set forth in the Lease.

2. TERM. The term of this Sublease shall commence on May 7, 1994 for
Phase I (the "SUBLEASE COMMENCEMENT DATE") and expiring at midnight on February
28, 1999 for all phases. Sublessor shall provide access to the Premises to
Sublessee and Sublessee's contractors during the 15 day period prior to the
Sublease Commencement Date for the purpose of performing work, installing
furniture, equipment, telephone and computer cabling, and security systems
provided such activity does not materially interfere with Sublessor's conduct
and performance of its normal business activities. Sublessor hereby agrees not
to exercise its option to renew pursuant to paragraph 26(c) of the Lease.

Sublessee shall take the Premises in an "as is" condition provided
however, Landlord shall provide Sublessee with a construction allowance of Five
Dollars

- 1 -
<PAGE> 2
($5.00) per square foot of rentable space which Sublessee shall use for design,
engineering, cabling, wiring, and construction costs associated with
Sublessee's renovation of the Premises as well as Tenant's moving related
expenses. Landlord shall pay such allowance upon Sublessee furnishing
documentation or invoices, in form reasonably satisfactory to Landlord,
evidencing the work. Additionally, at Sublessee's request, Landlord shall
contribute an additional allowance not to exceed Five Dollars ($5.00) per
rentable square foot for such renovation which allowance may be amortized as
part of the base rent at the rate of Seventeen Cents ($0.17) per square foot
for each One Dollar ($1.00) of additional allowance, Any unused portion of the
initial Five Dollar ($5.00) per square foot allowance not utilized by Sublessee
may be taken in the form of rental abatement. Sublessee shall have the right
to offset rental payments if Landlord does not fund the allowance.

3. RENT.

(a) BASE RENT. Commencing on the Sublease Commencement Date,
Sublessee shall pay directly to Landlord and not to Sublessor as Base Rent (the
"Base Rent"), without notice or demand and without set-off (except for
non-payment of allowance pursuant to paragraph 2 of this Sublease) or
counterclaim, the sum of Twenty Dollars and Fifty Cents ($20.50) per square
foot of rentable space per year, payable in equal monthly installments in
advance on the first (1st) day of each and every month of the term of this
Sublease, as set forth in Schedule 1 for Phases I, II and III of this Sublease,
for a total cumulative Base Rent of Thirty-Six Thousand Two Hundred
Ninety-Three Dollars and Fifty-Four Cents ($36,293.54) commencing on August 1,
1994. In no event shall Sublessee pay rent to Sublessor.

(b) ADDITIONAL RENT. For each calendar year during the term of this
Lease, beginning with calendar year 1995, (i) Sublessee shall pay to Landlord
as additional rent an amount equal to two and one quarter percent (2 1/4%) per
year over the Base Rent or the Base Rent as previously adjusted by this Article
3(b) (i); and (ii) Sublessee shall pay to Landlord as additional rent eight and
fifty-six hundredths percent (8.56%) of the actual increases in Real Estate
Taxes and nine and twenty-five hundredths percent (9.25%) of the actual
increases in Operating Expenses (as defined in the Lease) attributable to the
Premises, above the actual Real Estate Taxes and Operating Expenses for
calendar year 1994. Such additional rent shall be due and payable in equal
monthly installments together with the Base Rent on the first day of each month
of the Term of the Lease, beginning in calendar year 1995. Paragraph 2(d) of
the Lease (CPI escalation) shall not apply to this section. Sublessor shall
furnish Sublessee Operating Expense and Real Estate tax statements within three
(3) business days of receipt.

Sublessee shall pay such Additional Rent within thirty (30) days of
receipt of statement received from Landlord pursuant to the Lease, if
applicable. In

- 2 -
<PAGE> 3
the event a rent reimbursement is due by Landlord to Tenant, then Landlord
shall immediately pay to Sublessee its proportionate share.

Sublessee shall also pay directly to Landlord, as additional rent,
all charges of Landlord for any additional services provided by Landlord on
Sublessee's behalf, including without limitation, alterations and after-hours
heating and air conditioning services. Sublessee's obligation to pay
additional rent shall survive the termination of this sublease. Upon
Sublessee's request from time to time, Landlord shall provide after-hours
heating and air conditioning services at Landlord's actual and direct cost.
Upon Sublessee's request, Landlord shall provide, at no cost to Sublessee, 60
Building Security Cards.

(c) LATE FEE. Sublessee agrees to pay directly to Landlord a late
fee equal to five percent (5%) of the amount of installment of Base Rent and/or
additional rent or other charges payable hereunder, if such payment is not
received by Landlord within ten (10) days of the due date. Notwithstanding the
foregoing, no late fee shall accrue on any adjustment of additional rent due to
an underpayment until ten (10) days from the date of Sublessee's receipt of the
statement regarding such underpayment. Sublessee shall not have any obligation
to pay late fees to Sublessor.

(d) PLACE OF PAYMENT. All payments shall be payable to Landlord at
the address set forth in Section 18 below, or such other address as Landlord
shall designate by written notice to Sublessee.

4. CONCESSIONS. Intentionally omitted.

5. CONDITION OF DEMISED PREMISES. Sublessor warrants that the Premises
and all equipment are in good condition, reasonable wear and tear excepted.

6. ALTERATIONS.

(a) Sublessee shall not make any alteration, improvement, or
permanent installation (hereinafter called "ALTERATIONS",) in or to the
Premises, without each instance obtaining the prior written consent of
Landlord, which consent shall not be unreasonably withheld, conditioned, or
delayed. If any Alterations are made without prior consent and notice to
Tenant, Landlord may remove the same, and may correct, repair and restore the
Premises and any damage arising from such removal, and Sublessee shall be
liable for any and all reasonable costs and expenses incurred by Landlord in
the performance of this work.

(b) Sublessee may have any Alterations performed by contractors of
its own choice, at its expense, provided that Sublessee has obtained written
approval of the contractor by Landlord which consent shall not be unreasonably
withheld, conditioned, or delayed. The design of all Alterations undertaken by

- 3 -
<PAGE> 4
Sublessee shall be subject to prior written approval of Landlord and shall not
be commenced until such approval is obtained. With reasonable notice to
Sublessee, Landlord shall at all times have the right during normal business
hours to inspect the work performed by any contractor selected by Sublessee.

(c) Sublessee acknowledges that the ownership and removal of any
Alterations shall be governed by the terms of Article 7 of the Lease. However,
Landlord, by its execution hereof, agrees that Sublessee and Sublessor shall
not be required to remove the initial improvements constructed pursuant to the
Plans at the expiration of the term of this Sublease.

7. TERMS OF LEASE. All of the terms, provisions, covenants and
conditions of the Lease are incorporated herein by reference and are hereby
made a part of and are superior to this Sublease, except as herein otherwise
expressly provided and/or excepted, and except that Sublessee shall be
obligated to pay only the rent and additional rent provided for in this
Sublease and not the amounts of rent and additional rent provided to be paid by
Sublessor under the Lease. As between Sublessor and Sublessee, Sublessee
hereby assumes all of the rights and obligations of Sublessor, as the tenant
under the Lease, but only to the extent they are applicable to the Premises and
not in contravention of the terms hereof.

Notwithstanding anything in this Sublease to the contrary, Sublessee
agrees that Sublessor shall not be obligated to furnish for Sublessee any
services of any nature whatsoever, including, without limitation, the
furnishing of heat, electrical energy, air conditioning, elevator service,
cleaning, window washing, or rubbish removal services; however, Sublessor shall
be obligated to take all reasonable and immediate action necessary to obtain
the performance of and furnishing of such services for the Premises by Landlord
pursuant to the terms of the Lease. Landlord and Sublessor represent and
warrant that a true and complete copy of the Lease is attached hereto as
Exhibit A.

8. SUBLESSEE'S AND SUBLESSOR'S COVENANTS. Sublessee covenants and
agrees that Sublessee will not do anything which would constitute a default
under the Lease or omit to do anything which Sublessee is obligated to do under
the terms of this Sublease and which would constitute a default under the
Lease. Unless caused by the negligence or willful misconduct of Sublessor,
Sublessee shall and hereby does indemnify and hold Sublessor harmless from and
against any and all actions, claims, demands, damages, liabilities and expenses
(including, without limitation, reasonable attorneys' fees) asserted against,
imposed upon or incurred by Sublessor by reason of (i) any violation caused,
suffered or permitted by Sublessee and its employees of any of the terms,
covenants or conditions of the Lease and (ii) any damage or injury to persons
or property occurring upon or in connection with the use or occupancy of the
Premises by Sublessee and its employees.

- 4 -
<PAGE> 5

Sublessor covenants and agrees that Sublessor will not do anything or
omit to do anything which would constitute a default under the Lease. Unless
caused by the negligence or willful misconduct of Sublessee, Sublessor shall
and hereby does indemnify and hold Sublessee harmless from and against any and
all actions, claims, demands, damages, liabilities, and expenses, (including,
without limitation, reasonable attorney's fees) asserted against, imposed upon
or incurred by Sublessee by reason of any violation caused, suffered or
permitted by Sublessor, its agents, servants, employees or invitees, of any of
the terms, covenants or conditions of the Lease.

9. LIABILITY FOR DAMAGE OR INJURY. Sublessee shall carry liability
insurance in accordance with the provisions of Article 11 of the Lease, naming
Sublessor and Landlord as additional insured thereunder. Each party hereby
waives any and every right or cause of action for any and all loss of, or
damage to, any of its property (whether or not such loss or damage is caused by
the fault or negligence of the other party or anyone for whom said other party
may be responsible), which loss or damage is covered, or should have been
covered under the terms of the Lease, by valid and collectible fire, extended
coverage, "All Risk" or similar policies, maintained by such party or required
to be maintained by such party under the Lease, to the extent that such loss or
damage is recovered under said insurance policies (or would have been recovered
under such insurance policies but for the party breaching its obligation to
carry such insurance). Written notice of the terms of said mutual waivers
shall be given to each insurance carrier and said insurance policies shall be
properly endorsed, if necessary, to prevent the invalidation of said insurance
coverage by reason of said waivers.

10. CASUALTY. In the event of damage or destruction of the Premises or
other portion of the Building by fire or other casualty, this Sublease shall
not terminate unless the Lease shall terminate in accordance with the
provisions of the Lease.

The rental obligation of Sublessee shall abate or be prorated only
if, and in the same manner as, the rental obligation of Sublessor under the
Lease shall abate or be prorated. Sublessor shall have no obligation to
restore the Building or the Premises in the event of a casualty but Landlord's
obligation therefore shall continue.

11. CONDEMNATION. If the Premises or any part thereof shall be taken or
condemned for public or quasi-public use or purpose by any competent authority,
Sublessee shall have no claim against Sublessor or Landlord for the value of
any unexpired term of this Sublease or any other claim, nor any claim or right
to any portion of any award or payment resulting from such condemnation. If
the term under the Lease shall terminate as a result of such condemnation, the
term of this Sublease shall similarly terminate.

- 5 -
<PAGE> 6

Notwithstanding the foregoing, Sublessee may, if allowed by statute
or otherwise, seek such awards for damages for moving expenses, loss of profits
and the value of fixtures and other equipment installed by it which do not,
under the terms of the Lease, become the property of Landlord at the
termination of the Lease. Such awards for damages must be made by a
condemnation court or other authority and must be separate and distinct from
any award to Landlord for the Land and Building and shall not diminish any
award of Landlord.

12. ASSIGNMENTS AND SUBLEASES. Sublessee shall not assign or sublet the
Premises or any part thereof or interest therein without the prior written
consent of Sublessor and Landlord which shall not be unreasonably withheld nor
delayed beyond five (5) business days from receipt of written notice. No
consent shall be required if Sublessee assigns or sublets the premises to any
entity that controls, is controlled by or is under common control with
Sublessee. Landlord's or Sublessor's consent to a specific assignment or
sublease does not waive Landlord's or Sublessor's right to withhold consent to
any future or additional assignments or subleases. Any assignment or sublease
made by Sublessee without the consent of Sublessor and Landlord shall be void
and of no effect.

13. TERMINATION OF ORIGINAL LEASE. This Sublease subject to the terms
and conditions of the Lease, and this Sublease shall automatically terminate on
the termination, cancellation, or expiration of the Lease, and Sublessor shall
not be liable to Sublessee by reason thereof, except if such termination occurs
due to a default by Sublessor hereunder or under the Lease.

14. ACCEPTANCE AND USE OF PREMISES.

(a) Sublessee acknowledges that no representations, statements or
warranties, express or implied, have been made by or on behalf of Sublessor in
respect to their condition, or the use or occupation that may be made thereof,
except as set forth herein. Sublessee has relied solely upon such
investigations, examinations and inspections as it has chosen to make or have
made, and acknowledges that it has chosen to make or have made, and
acknowledges that it has been afforded the opportunity to make full and
complete examinations, investigations and inspections. Sublessor shall in no
event whatsoever be liable for any latent defects in the Premises or in the
equipment therein.

(b) Sublessor shall not be liable for any losses or damages incurred
by Sublessee due to the failure of operation of the heating, cooling or other
utility equipment or due to the necessity of repair of same, unless such
failure to operate or necessity of repair results from Sublessor's negligence
or willful misconduct. Sublessee shall have rental abatement (on a per day
basis) if services render Premises unfit for Sublessee to conduct its normal
course of business for five (5) consecutive business days.

- 6 -
<PAGE> 7

(c) Sublessee shall use and occupy the Premises solely for normal
office purposes and in accordance with the uses permitted under applicable
zoning regulations. Without the prior written consent of Sublessor and
Landlord, the Premises shall not be used for any other purpose. Sublessee
shall not use or occupy the Premises for any unlawful purpose.

(d) Sublessee shall surrender the Premises at expiration of the term
hereof, or upon other termination hereunder, in good, broom-clean condition,
reasonable wear, use, and casualty excepted.

(e) If Landlord approves or consents to any matter, then Sublessee
is automatically deemed to have approved or consented.

15. LANDLORD'S CONSENT. This Sublease shall be effective upon obtaining
the written consent of Landlord (the "Landlord's Consent") and it is hereby
acknowledged by Sublessor and Sublessee that Landlord's consent to this
Sublease shall not in any manner increase, decrease or otherwise affect the
rights and obligations of Landlord and Sublessor, as tenant under the Lease, in
respect of the Premises.

16. SUCCESSORS AND ASSIGNS. The covenants and agreements of this
Sublease shall be binding on the successors and assigns of Sublessor and on the
successors and assigns of Sublessee but only to the extent herein specified.

17. BROKERS. Sublessee warrants to Sublessor, and Sublessor warrants to
Sublessee that it has had no dealings with any real estate broker or agent in
connection with the procurement of this Sublease other than CB Commercial and
The Fred Ezra Company, whose commissions shall be paid pursuant to a separate
agreement between said brokers and Sublessor.

18. NOTICES. Except where otherwise required by statute, all notices
given pursuant to the provisions hereof may be hand-delivered or sent by
Federal Express or similar overnight delivery service or by certified mail,
postage prepaid, to the addresses set forth below:

Sublessor: Minirth-Meier Byrd Clinic, P.A.
11130 Main Street
Suite 301
Fairfax, Virginia 22030

Sublessee: LCC, L.L.C.
2111 Wilson Boulevard, Suite 1200
Arlington, Virginia 22201

- 7 -
<PAGE> 8
with copy to:

LCC, L.L.C.
Attn: Piyush Sodha
Wayne Jefferson
2300 Clarendon Boulevard, Suite 800
Arlington, VA 22201

Landlord: Colonial Village Center Associates
210l Wilson Boulevard, Suite 1004
Arlington, Virginia 22201

or to such other address as either party shall notify the other in writing.

19. PARKING. Sublessee shall have the right to lease from Landlord, at
its expense, a maximum of one (1) unreserved parking space per 560 rentable
square feet at the prevailing monthly rate established by the garage operator.
The current rate per space is Eighty Dollars ($80.00) per month. Additionally,
Sublessee shall have the right, at its expense, to lease one (1) reserved
parking space at the prevailing rate.

20. SUBLESSOR'S CONSENT. Whenever in this Sublease, Sublessor's consent
is required, Sublessor will not unreasonably withhold or delay its consent;
however, this Section shall not be construed to limit Landlord's discretion if
its consent is required under the Lease or this Sublease.

21. SEVERABILITY. In the event any part of this Sublease is held to be
unenforceable or invalid, for any reason, the balance of this Sublease shall
not be affected and shall remain in full force and effect during the term of
this Sublease.

22. EXECUTION AND DELIVERY. The submission of an unsigned copy of this
document to Sublessee for Sublessee's consideration does not constitute an
offer to lease the Premises or an option to or for the Premises. This Sublease
shall become effective and binding only upon the execution and delivery of this
Sublease by Sublessor, Sublessee, and Landlord.

23. COUNTERPARTS. This Sublease may be executed in counterparts with the
same force and effect as if all signatures were set forth in a single document.

24. GOVERNING LAW. This Sublease shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Virginia.

25. RIGHT TO PROCEED AGAINST LANDLORD UNDER LEASE. Except as otherwise
provided herein, whenever the Sublessor shall have the right to enforce any
rights against the Landlord under the Lease or any other party under the Lease

- 8 -
<PAGE> 9
because of the default or breach of the Landlord under the Lease or such other
party, and if within a reasonable period of time after the Sublessee's written
request, said period of time to be not more than five (5) business days (except
in the case of an emergency, in which event such period will be appropriately
shortened) the Sublessor fails to enforce such rights, then the Sublessee shall
have the right, in the name of the Sublessee or, if necessary, in the name of
the Sublessor, to enforce any such rights of the Sublessor. Such enforcement
shall be at the sole expense of the Sublessee, and the Sublessee shall
indemnify and hold harmless the Sublessor from and against all loss, costs,
damages, expenses and liability, including reasonable attorneys' fees which
Sublessor may incur or pay out in connection with any claim, action, or
proceeding so undertaken by the Sublessee. Any amount of recovery obtained by
the Sublessee shall be the property of the Sublessee, except that the Sublessor
shall be compensated therefrom for any damages sustained by the Sublessor as a
consequence of such default or breach on the part of the Landlord under the
Lease or such other party, less the proportional costs and expenses of such
action.

26. SECURITY DEPOSIT. At Sublease execution Sublessee shall pay to
Landlord the equivalent of one month's rent, as set forth in Article 3 of this
Sublease, to be applied toward a security deposit. Said Security Deposit
(which shall bear interest at six percent (6%) per annum to Sublessee) shall be
considered as security for the payment and performance of Sublessee's
obligations under this lease. The security deposit and interest shall be
returned to Sublessee at the conclusion of the Sublease term if no default is
ongoing.

27. FINANCIAL CONDITION. Sublessee shall from time to time, within 15
days after a request by Landlord, deliver to Landlord a statement of financial
position of Sublessee, as of the most currently available date, prepared by a
certified public accountant. Upon request, Sublessee shall provide Landlord
annually a copy of its audited financial statement within ten (10) days of
completion by Sublessee's accountant(s). All said financial information is to
be held confidential.

28. OPTION TO TERMINATE. Notwithstanding anything in this Sublease to
the contrary, Sublessee shall have the option to terminate this Sublease
subject to the following terms and conditions:

(a) In the event Sublessee enters into a contract or other venture
with MCI and Sublessee's contract is cancelled or otherwise terminated by MCI
then the termination option shall be at the third anniversary date of such
contract and per Sublessee's notice pursuant to this Article 28(b);

(b) Sublessee shall furnish Landlord six (6) months prior written
notice of such termination/cancellation;

(c) Sublessee shall pay to Landlord a termination fee of
$108,880.63, plus the unamortized costs of Landlord related to this sublease
which

- 9 -
<PAGE> 10
are: (i) A commission paid to CB Commercial and The Fred Ezra Company in the
total amount of $144,497.63 which is to be amortized over the period of May 7,
1994 through November 30, 2000 and (ii) A construction allowance of $106,225.00
(or a greater amount if Sublessee exercises its rights per Article 2) which is
to be amortized over the period of May 7, 1994 through November 30, 2005. If
Sublessee exercises this option and the termination date is on or after May 7,
1999 then said termination fee shall be limited solely to the Landlord's
unamortized costs as previously stated above in (i) and (ii).

29. LEASE MODIFICATIONS. The Lease which is attached to this Sublease as
Exhibit A is modified as to Sublessee as follows:

(a) The first sentence of Article 11 (b) is amended to read,
"Landlord shall, at all times during the Term hereof, carry and maintain in
full force and effect fire and extended coverage insurance for the Building and
Tenant's premises."

(b) The first sentence or Article 11 (d) (iv) is ended to read,
"shall contain a cross waiver to any right of subrogation by the insurance
company for Tenant and Sublessee by Landlord and by Sublessor . . ."

(c) The words "customers, clients, family members or guests" are
hereby deleted from the second sentence of Article 13(b).

(d) The sentence "All injury or damage to the Premises or the
Building due to the fault or neglect of Tenant, its employees, agents,
licensees, customers, clients, family members or guests, shall be repaired by
Tenant at Tenant's sole cost and expense", is hereby deleted from Article
15(a).

30. MODIFICATION OR TERMINATION OF LEASE. Without Sublessee's consent,
Sublessor may not modify or terminate the Lease.

31. CORPORATE AUTHORITY. Each party to this Sublease, including
Landlord, represents that it has the requisite authority to enter into and
execute this Sublease consistent with the purposes set forth herein.

- 10 -
<PAGE> 11
IN WITNESS WHEREOF, the parties have signed this Sublease as of the date
first above written.

SUBLESSOR:

MINIRTH-MEIER BYRD CLINIC, P.A.
Witness:
/s/ NANCY GRAY By /s/ [illegible]
- -------------------- -----------------------
Title Owner
--------------------
SUBLESSEE:

LCC, L.L.C.
Witness:
/s/ WAYNE JEFFERSON By /s/ PIYUSH SODHA
- -------------------- ---------------------------
Title Chief Operating Officer
------------------------

- 11 -
<PAGE> 12
LANDLORD'S CONSENT

Landlord hereby consents to the terms and provisions of and confirms its
obligations under this Sublease. Landlord hereby acknowledges that Sublessee
shall receive from Landlord the same building services which heretofore
Landlord agreed to provide including parking privileges, etc., to the Sublessor
pursuant to the Lease.

WITNESS COLONIAL VILLAGE CENTER ASSOCIATES

By: Colonial Village Center, Inc.
General Partner

/s/ CHARLES E. BILE III By /s/ P.P. SCHINGEL
- ----------------------- -------------------------
Title Executive Vice President
-------------------------
Date May 6, 1994
-----------------------

- 12 -

<PAGE> 1
EXHIBIT 10.8

OFFICE LEASE AGREEMENT

BY AND BETWEEN:

COLONIAL VILLAGE CENTER ASSOCIATES
(as Landlord)

AND

LCC, L. L. C.
(as Tenant)

May 9, 1994
<PAGE> 2
COLONIAL VILLAGE CENTER
OFFICE LEASE

Page
----
1. THE PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) Description of Premises . . . . . . . . . . . . . . . . . . 1
(b) Improvements to Premises . . . . . . . . . . . . . . . . . . 1
(c) Description of Building and Land . . . . . . . . . . . . . . 1
2. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(a) Availability For Occupancy . . . . . . . . . . . . . . . . . 2
(b) Commencement of Term . . . . . . . . . . . . . . . . . . . . 2
3. RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(a) Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . 2
(b) Increases in Taxes . . . . . . . . . . . . . . . . . . . . . 2
(d) Annual Rent Adjustment . . . . . . . . . . . . . . . . . . . 5
(e) Time of Payment . . . . . . . . . . . . . . . . . . . . . . 5
(f) Place of Payment . . . . . . . . . . . . . . . . . . . . . . 5
(g) Lease for Less Than a Calendar Year . . . . . . . . . . . . 6
(h) Continuing Obligations . . . . . . . . . . . . . . . . . . . 6
4. USE OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . 6
5. ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . 6
(a) Consent of Landlord . . . . . . . . . . . . . . . . . . . . 6
(b) Right of Landlord to Cancel Lease . . . . . . . . . . . . . 6
(c) Conditions of Approval to Subletting or Assignment . . . . . 7
(d) Termination of Lease . . . . . . . . . . . . . . . . . . . . 8
(e) Continuing Liability of Tenant, Subtenant and Assignee . . . 8
(f) Sale of Stock or Partnership Interest . . . . . . . . . . . 8
(g) Brokerage Fees . . . . . . . . . . . . . . . . . . . . . . . 8
(h) Consent of Landlord to be Again Obtained . . . . . . . . . . 9
(i) No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . 9
(j) Assignment by Landlord . . . . . . . . . . . . . . . . . . . 9
6. MAINTENANCE AND REPAIR BY TENANT. . . . . . . . . . . . . . . . 9
(a) Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 9

- i -
<PAGE> 3
(b) Repair . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7. TENANT ALTERATIONS. . . . . . . . . . . . . . . . . . . . . . . 9
(a) Approval of Alterations . . . . . . . . . . . . . . . . . . 9
(b) Installation of Alterations . . . . . . . . . . . . . . . . 10
(c) Ownership of Alterations . . . . . . . . . . . . . . . . . . 10
(d) Indemnification . . . . . . . . . . . . . . . . . . . . . . 10
8. SIGNS AND ADVERTISEMENTS . . . . . . . . . . . . . . . . . . . . 10
9. TENANT'S EQUIPMENT, FURNISHINGS AND FURNITURE . . . . . . . . . 11
(a) Equipment . . . . . . . . . . . . . . . . . . . . . . . . . 11
(b) Furnishings . . . . . . . . . . . . . . . . . . . . . . . . 11
(c) Removal of Furniture, Furnishings and Equipment . . . . . . 11
(d) Personal Property and Occupancy Taxes . . . . . . . . . . . 12
10. ENTRY FOR INSPECTION AND REPAIR . . . . . . . . . . . . . . . . 12
11. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(a) Insurance Rating . . . . . . . . . . . . . . . . . . . . . . 12
(b) Landlord's Insurance . . . . . . . . . . . . . . . . . . . . 13
(c) Tenant's Insurance . . . . . . . . . . . . . . . . . . . . . 13
(d) Tenant's Insurance Policies . . . . . . . . . . . . . . . . 13
12. SERVICES AND UTILITIES . . . . . . . . . . . . . . . . . . . . 13
13. INDEMNIFICATION OF LANDLORD . . . . . . . . . . . . . . . . . . 15
(a) No Liability of Landlord . . . . . . . . . . . . . . . . . . 15
(b) Mutual Indemnification . . . . . . . . . . . . . . . . . . . 15
14. RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . 16
15. DAMAGE; CONDEMNATION . . . . . . . . . . . . . . . . . . . . . 16
(a) Damage to the Premises . . . . . . . . . . . . . . . . . . . 16
(b) Condemnation . . . . . . . . . . . . . . . . . . . . . . . . 17
(c) Temporary Taking . . . . . . . . . . . . . . . . . . . . . . 17
16. DEFAULT OF TENANT; REMEDIES . . . . . . . . . . . . . . . . . . 17
(a) Events of Default . . . . . . . . . . . . . . . . . . . . . 17
(b) Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(c) Right of Landlord to Cure Tenant's Default . . . . . . . . . 18
(d) Late Payment . . . . . . . . . . . . . . . . . . . . . . . . 19

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<PAGE> 4
(e) Lien on Personal Property . . . . . . . . . . . . . . . . . 19
17. SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . 19
18. HOLDING OVER . . . . . . . . . . . . . . . . . . . . . . . . . 20
19. SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . 20
20. QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . 21
21. RESERVATION OF RIGHTS BY LANDLORD . . . . . . . . . . . . . . . 21
22. ESTOPPEL CERTIFICATE . . . . . . . . . . . . . . . . . . . . . 21
23. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
24. BROKERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
25. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) No Representations by Landlord . . . . . . . . . . . . . . . 22
(b) No Partnership . . . . . . . . . . . . . . . . . . . . . . . 22
(c) Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . 22
(d) Invalidity of Particular Provisions . . . . . . . . . . . . 22
(e) Gender and Number . . . . . . . . . . . . . . . . . . . . . 22
(f) Benefit and Burden . . . . . . . . . . . . . . . . . . . . . 22
(g) Entire Agreement . . . . . . . . . . . . . . . . . . . . . . 23
(h) Corporate Tenant . . . . . . . . . . . . . . . . . . . . . . 23
(i) Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(j) Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . 23
(k) Execution of Lease . . . . . . . . . . . . . . . . . . . . . 23
(l) Governing Law . . . . . . . . . . . . . . . . . . . . . . . 23
(m) Paragraph Headings . . . . . . . . . . . . . . . . . . . . . 23
26. SPECIAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 23
(a) Option to Terminate . . . . . . . . . . . . . . . . . . . . 23
(b) Right of First Refusal . . . . . . . . . . . . . . . . . . . 24
(c) Right of First Offer . . . . . . . . . . . . . . . . . . . . 24
(d) Parking . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(e) Premises Currently Subleased . . . . . . . . . . . . . . . . 25
(f) Increase in Base Rent . . . . . . . . . . . . . . . . . . . 25
(g) Roof Rights . . . . . . . . . . . . . . . . . . . . . . . . 25
(h) Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 25
(i) Option to Renew . . . . . . . . . . . . . . . . . . . . . . 25

- iii -
<PAGE> 5

- iv -
<PAGE> 6
COLONIAL PLACE OFFICE LEASE

THIS AGREEMENT OF LEASE ("LEASE") is made this ___ day of
____________________, 1994, by COLONIAL VILLAGE CENTER ASSOCIATES (hereinafter
referred to as "LANDLORD") and LCC, L. C. C., a Delaware Corporation
authorized to conduct business in the Commonwealth of Virginia (hereinafter
referred to as "TENANT").

WHEREAS, Landlord has constructed an office building described below (the
"BUILDING"); and

WHEREAS, Tenant desires to lease space in the Building and Landlord is
willing to rent Tenant space in the Building, upon the terms, conditions,
covenants and agreements set forth herein,

NOW, THEREFORE, the parties hereto, intending legally to be bound, hereby
covenant and agree as set forth below.

1. THE PREMISES.

(a) DESCRIPTION OF PREMISES. Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord for the term and upon the conditions,
covenants and agreements hereinafter provided, consisting of a total of 2,545
rentable square feet located on the eleventh (11th) floor of the Building as
outlined on Exhibit A, attached hereto and made a part hereof, and hereinafter
referred to as the "Premises". The lease of the Premises includes the right,
together with other tenants of the Building and members of the public, to use
the common public areas of the Building and the plaza adjacent to the
Building, but includes no other rights not specifically set forth herein. The
parking garage area below the Building is part of the common area of the
Building, but such garage area shall be available for use only on a fee basis
by Tenant, other tenants in the Building and by the general public.

(b) IMPROVEMENTS TO PREMISES. Landlord shall finish the Premises
as set forth in Exhibit B attached hereto and made a part hereof. It is
understood and agreed that Landlord is under no obligation to make any
structural or other changes, decorations, additions or improvements in or to
the Premises except as set forth in Exhibit B. It shall be the responsibility
of Tenant to place firm orders for communications equipment and its
installation so as to ensure the installation of Tenant's telephones and other
communications facilities in the Premises concurrent with Tenant's
improvements. Failure to have the Tenant's communications facilities
installed shall not be cause for extension of the Lease Commencement Date set
forth in Article 2(b).

(c) DESCRIPTION OF BUILDING AND LAND. The Building consists of a
12-story office tower and the portion of the two level underground parking
garage under the Building known as One Colonial Place and having a street
address of 2111 Wilson Boulevard, Arlington, Virginia 22201. The Building
has been constructed in accordance with plans and specifications prepared by
Weihe, Black, Jeffries, Strassman & Dove. The real property on which the
Building is situated (the "LAND") consists of that parcel shown as the hatched
area on Exhibit C, attached hereto and made a part hereof, the landscaped
plaza and improvements (other than the Building) constructed on the Land and
the two-level parking garage under the Land. To the best of its knowledge,
Landlord represents that (1) there are no hazardous waste and asbestos in the
Premises, (2) it is in compliance with all income or profit tax calculated
upon Landlord's net income be passed through to the tenant. From time to
time, Landlord may, before, upon, or after the commencement of any calendar
year subsequent to the Base Year, notify Tenant of the amount which Landlord
estimates will be Tenant's share of such increase for such calendar year over
the Taxes for the Base Year, in which event the amount of such increase shall
be payable in equal amounts over the remainder of such calendar [illegible]

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governmental regulations, including the Americans with Disabilities
Act, and (3) Landlord will comply with all laws applicable to the Building.

2. TERM.

(a) AVAILABILITY FOR OCCUPANCY. For the purposes of this Lease,
the Premises shall be determined to be finished and available for occupancy
when all of the following have been completed: (l) all or substantially all
of the services described in Article 12 hereof are available to the Premises;
and (2) a certificate of occupancy has been issued by the County of Arlington,
Virginia with respect to the Premises.

(b) COMMENCEMENT OF TERM. The term of this Lease (hereinafter
referred to as the "TERM") shall be for a period of eight (8) years and eleven
and one half (11 1/2) months commencing on December 16, 1996 (the "LEASE
COMMENCEMENT DATE") and expiring at midnight on November 30, 2005 (the "LEASE
EXPIRATION DATE"). If Landlord is unable to deliver possession of the
Premises to Tenant by the Lease Commencement Date, then the Term shall
commence on the date that the Premises are available for occupancy. In such
event, Landlord shall advise Tenant in writing at least thirty (30) days in
advance of the date the Premises will be available for occupancy and
thereafter the Lease Commencement Date shall be the date specified in such
written notice. The provisions of such written notice shall then become a
part of this Lease. Landlord shall provide access to the Premises to Tenant
and Tenant's contractors during the thirty (30) day period prior to the Lease
Commencement Date for the purpose of performing tenant work and installing
furniture and equipment.

3. RENT.

Tenant shall pay as rent for the Premises the following amounts
(each of which shall be considered rent and all of which are, unless the
context requires otherwise, collectively referred to herein as "RENT"):

(a) BASE RENT. Tenant shall pay to Landlord the pro rata base rent
in effect for Tenant's subleased premises located on the 12th floor of the
Building. The pro rata base rent is the sum of Fifty-Four Thousand Five
Hundred Forty-Six Dollars and Sixty-Seven Cents ($54,546.67), payable in equal
monthly installments, in advance of Four Thousand Five Hundred Forty-Five
Dollars and Fifty-Six Cents ($4,545.56). On the Lease Commencement Date,
Tenant shall pay to Landlord Base Rent for the first full calendar month of
the Lease. Such sum is based on a rental rate of $21.43 per rental square
foot.

(b) INCREASES IN TAXES. Tenant shall not be responsible for any
additional rent prior to lease commencement. Tenant shall pay to Landlord as
additional rent 1.03% (being the agreed upon proportion which the rentable
square feet of the Premises bear to the total rentable area of 248,245 square
feet in the Building) of the increase in real estate taxes (including special
assessments, if any, and any other taxes now or hereafter imposed which are in
the nature of or in substitution for real estate taxes) ("Taxes)) levied on
the Building and the Land for any [illegible]

(3) Cost of all utilities, including surcharges, for the
Building, including the cost of water, sewer and power, heating, lighting, air
conditioning and ventilating for the Building.

(4) Cost of all maintenance and service agreements for the
Building, the Land and the equipment therein, including but not limited to,
security and energy management services, window cleaning, elevator maintenance
and janitorial service.

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<PAGE> 8
(5) Cost of all insurance relating to the Building and
improvements to the demised premises and the Land as determined by Landlord,
including the cost of casualty and liability insurance applicable to the
Building and the Land and Landlord's personal property used in connection
therewith.

(6) Cost of repairs and general maintenance to the Land and
Building, but excluding repairs and general maintenance paid by proceeds of
insurance or by Tenant or other third parties, and alterations attributable
solely to tenants of the Building.

(7) A management fee (not to exceed three percent (3%)) for
the manager of the Building.

(8) The costs of any additional services not provided to the
Building or the Land at the Lease Commencement Date but thereafter provided by
Landlord in the prudent management of the Building and provided by other first
class office buildings in the Washington, D.C. metropolitan area.

(9) The cost of any capital improvements made to the Building
after the Lease Commencement Date, to be allocated in the following manner.
If Landlord makes an expenditure for the installation of energy conservation
or labor-saving devices in the Building to reduce Operating Expenses, and if,
under generally accepted accounting principles, such expenditure is not a
current expense, the cost thereof shall be amortized over the period of time,
in accordance with generally accepted accounting principles, and the amortized
cost allocated to each calendar year of the Lease shall be treated as an
Operating Expense. No other capital improvements shall be passed through to
Tenant.

Notwithstanding the foregoing, the term "Operating Expenses" shall not
include:

(a) Costs and expenses, including any labor costs,
charges, repairs, improvements or expenses directly or indirectly related to
the ownership or operation of the rentable area of any retail space in the
Building, except that those items actually charged to retail tenants shall be
included as "Operating Expenses";

(b) Wages, salaries, fees and fringe benefits paid to
administrative or executive personnel or officers or partners of Landlord or
of Landlord's managing agent above the grade of building manager;

(c) Loan payments, charges for depreciation of the
Building or equipment, and any interest or other financing charge or
refinancing costs;

(d) Costs relating to activities for the solicitation and
execution of leases of space in the Building, including legal fees, real
estate brokers' commissions, expenses, fees, and advertising, moving expenses,
design fees, rental concessions, rental credits, tenant improvement
allowances, lease assumptions or any other costs and expenses incurred in
connection with the leasing of any space in the Building;

(e) Costs as billed by the utility company of any
electric current furnished to the Demised Premises or any Rentable Area of the
Building for purposes other than the operation of the Building equipment and
machinery, and the lighting of public toilets, stairways, shaftways, fan rooms
and other comparable areas;

(f) The cost of correcting defects in the construction of
the Building except the conditions (not occasioned by construction defects)
resulting from ordinary wear and tear will not be deemed defects for the
purpose of this category;

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<PAGE> 9
(g) Any increase in an insurance premium to the extent
that such increase is caused or attributable to the use, occupancy or act of
another tenant;

(h) Any cost for which Landlord is reimbursed by
insurance proceeds, warranties, service contracts, condemnation proceeds or
otherwise;

(i) The cost of any additions or capital improvements to
the Building subsequent to the date of the original certificate of occupancy
or certificate of "Core Completion" for the Building;

(j) Any operating expense representing an amount paid to
a related corporation, entity, or person, which is in excess of the amount
which would be paid in the absence of such relationship;

(k) The cost of any work or service performed for or
facilities furnished to any tenant of the Building to a greater extent or in a
manner more favorable to such tenant than that performed or furnished to
Tenant;

(l) The cost of alterations, renovations or improvements
for rentable space in the Building;

(m) Capital improvements or expenditures incurred to
reduce operating expenses shall be included in Operating Expenses or the
lesser of the annual amortized amount of said improvements or expenditures
(over the useful life of the improvements or item) or the actual annual
savings;

(n) Ground rent or similar payments to a ground lessor;

(o) Cost of any bad debt loss; costs and expenses
incurred in connection with any transfer of an interest in the Landlord,
Building or the Land;

(p) Any payments or reimbursements by tenants or other
occupants to Landlord for services for overtime air-conditioning, elevator
service, special cleaning, light bulbs, repair work for tenants or other
occupants, reviewing plans or specifications or proposed subleases or
assignments, or any other similar matter, shall be deducted from Operating
Expenses when paid. In no event shall any item be included in Operating
Expenses more than once, even if it fits into more than one classification;

(q) The cost of overtime or other expense to Landlord in
curing its defaults or performing work expressly provided in this Lease to be
born at Landlord's expense;

(r) Any costs, fines, or penalties incurred because
Landlord violated any governmental rule or authority;

(s) Costs incurred to test, survey, cleanup, contain,
abate, remove, or otherwise remedy hazardous waste or asbestos containing
materials from the Demised Premises unless caused by Tenant;

(t) The cost of any repair made by Landlord because of
any insurable casualty or the total or partial destruction or condemnation of
the Building or any portion of the Building.

(ii) For each calendar year during the Term of this Lease
following the Base Year, Landlord shall provide Tenant a comparison of Initial
Operating Expenses and the projected Operating Expenses for such year. From
time to time, Landlord may, before, upon or after the commencement of any

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<PAGE> 10
calendar year subsequent to the Base Year, notify Tenant in writing of the
amount which Landlord estimates will be Tenant's share of the increase in
Operating Expenses for such calendar year of the Lease over Initial Operating
Expenses, in which event the amount of such increase shall be payable in equal
amounts over the remainder of such calendar year as provided in Article 3(e).
Landlord shall, within the period of ninety (90) days, or as soon thereafter
as possible, after the close of each calendar year following the Base Year,
provide to Tenant a reasonably detailed line item statement of such year's
actual Operating Expenses, showing the actual increase in Landlord's Operating
Expenses over the Initial Operating Expenses and Tenant's share of such
increase. Any overpayment or underpayment of such increase shall be adjusted
by payment within thirty (30) days for any underpayment by Tenant or by prompt
payment by Landlord to Tenant of any overpayment or, at Landlord's election,
by applying such overpayment as a credit to succeeding monthly installments of
rent. In no event shall the Base Rent set forth in Article 3(a) be reduced by
the application of this Article 3(c). The payment of any additional rent by
Tenant shall not preclude it from questioning the correctness of any Operating
Expense statement. Tenant and its authorized representative shall have the
right to review Landlord's records with respect to Operating Expenses.

(iii) The annual statement of Operating Expenses shall be
prepared by Landlord and signed by an authorized representative of Landlord.
The failure or inability of Landlord to provide Tenant with the statement of
Operating Expenses within ninety (90) days after the close of any calendar
year shall not preclude Landlord from later collecting from Tenant any
underpayment of Operating Expenses nor shall Tenant be precluded from later
obtaining the balance of any overpayment of Operating Expenses.

(d) Annual Rent Adjustment. For each calendar year during the term
of this Lease, beginning with calendar year 1997, Tenant shall pay to Landlord
as additional rent an amount equal to two and one quarter percent (2 1/4%) per
year over the Base Rent or the Base Rent as previously adjusted by this
Article 3(d). For example, at the beginning of calendar year 1997, the base
rental rate of $21.43 per rentable square foot shall be adjusted so that
Tenant shall pay as additional rent an amount equal to $0.48 per rentable
square foot. At the beginning of calendar year 1998, the base rental rate
shall be further adjusted so that Tenant shall pay as additional rent an
amount equal to $0.49 per rentable square foot. For each subsequent calendar
year, a similar rent adjustment shall be made. Such additional rent shall be
due and payable in equal monthly installments together with the Base Rent on
the first day of each month of the Term of the Lease, beginning in calendar
year 1997.

(e) Time of Payment. Each of the foregoing amounts of rent shall
be paid to Landlord without demand and without deduction or set-off and shall
be paid on the first (1st) day of every month during the term of this Lease
unless otherwise provided herein. If Landlord shall at any time or times
accept rent after it shall become due and payable, such acceptance shall not
excuse a delay upon subsequent occasions, or constitute, or be construed as, a
waiver of any or all of Landlord's rights hereunder. No payment by or on
behalf of Tenant of a lesser amount than the monthly installment or rent
herein stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or letter
accompanying a check for payment or rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or to pursue any other remedy
provided in this Lease.

(f) Place of Payment. Tenant will make all payments of rent to
Landlord at the office of Landlord, or to such other party or such other
address as Landlord may designate from time to time by written notice to
Tenant.

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(g) Lease for Less Than a Calendar Year. If the Lease Expiration
Date is not December 31st, the additional and base rent to be paid by Tenant
under Articles 3(b), 3(c) and 3(d) for the calendar year in which the Lease
Expiration Date occurs shall be determined by multiplying the amount of
Tenant's share thereof for the full calendar year by a fraction, the numerator
of which shall be the calendar days of the year the Lease is in effect and the
denominator of which is 365.

(h) Continuing Obligations. The termination of this Lease shall
not affect the obligations of Landlord and Tenant pursuant to Articles 3(b),
3(c) and 3(d) to be performed after such termination.

4. USE OF PREMISES.

Tenant will use and occupy the Premises solely for general office
purposes. Without the prior written consent of Landlord, the Premises will
not be used for any other purpose. Tenant will not use or occupy the Premises
for any unlawful purpose, and will comply with all present and future laws,
ordinances, regulations, and orders of the United States of America,
Commonwealth of Virginia, Arlington County, and any other public or quasi-
public authority having jurisdiction over the Premises. It is expressly
understood that if any law, ordinance, regulation or order requires a special
occupancy permit for Tenant's use of the Premises, Tenant will obtain such
permit at Tenant's own expense.

5. ASSIGNMENT AND SUBLETTING.

(a) Consent of Landlord. Tenant will not sell, assign, transfer,
mortgage or otherwise encumber this Lease or sublet or rent, or permit
occupancy or use of the Premises, or any part thereof, without obtaining the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned, or delayed, nor shall any assignment or transfer of
this Lease or the right of occupancy hereunder effectuated by operation of law
or otherwise without the prior written consent of Landlord, which consent
shall not be unreasonably withheld, conditioned, or delayed. Any such
assignment, subletting or occupancy without the written consent of Landlord
shall constitute a breach of this Lease by Tenant, permitting Landlord to
terminate this Lease. Notwithstanding the foregoing, Landlord's consent shall
not be required in connection with any assignment, sublet or other transfer of
this Lease to any affiliate or subsidiary of Tenant, provided the financial
condition of such affiliate or subsidiary is reasonably satisfactory to
Landlord.

(b) Right of Landlord to Cancel Lease. If Tenant shall desire to
assign its interest in this Lease or to sublet greater than fifty percent
(50%) of the Premises except subsidiaries or affiliates of Tenant, Tenant
shall submit to Landlord a written request for Landlord's consent to such
assignment or subletting, which request shall contain or be accompanied by the
following information: (i) the name and address of the proposed assignee or
subtenant; (ii) a description of the portion of the Premises to be sublet (the
"Sublet Premises"); (iii) the terms and conditions of the proposed assignment
or subletting; (iv) the nature and character of the business of the proposed
assignee or subtenant and of its proposed use of the Sublet Premises; and
(v) current financial information and any other information Landlord may
reasonably and promptly request with respect to the proposed assignee or
subtenant. Landlord may then, by notice to such effect given to Tenant within
fifteen (15) days after either the receipt of Tenant's request for consent or
the receipt of such further information as Landlord may reasonably request
pursuant to the clause (v) above, whichever is later, terminate this Lease as
to the Sublet Premises on a date to be specified in said notice (the
"Termination Date") which date shall be not earlier than one day before the
effective date of the proposed assignment or subletting nor later than thirty-
one (3l) days after said effective date. Tenant shall then vacate and
surrender the Sublet Premises on or before the Termination Date and the Term
of this Lease for the Sublet Premises shall end on the Termination Date as if
that were the Lease Expiration Date. Landlord shall be

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<PAGE> 12
free to, and shall have no liability to Tenant if Landlord should, lease the
Sublet Premises to any other party, including Tenant's prospective assignee or
subtenant.

(c) Conditions of Approval to Subletting or Assignment. If
Landlord shall not exercise its option to terminate this Lease pursuant to
Article 5(b) above, Landlord shall not unreasonably withhold its consent to
the proposed assignment or subletting referred to in Tenant's notice given
pursuant to Article 5(b), provided that all the following further conditions
shall be fulfilled:

(1) The Sublet Premises shall not, without Landlord's prior
consent which consent shall not be unreasonably withheld, conditioned, or
delayed, have been listed or otherwise publicly advertised for assignment or
subletting at a rental rate less than the prevailing rental rate for new space
in the Building. However, Tenant shall not be prohibited from negotiating or
consummating a sublease at a lower rental rate, if, and only if, Tenant shall
first have offered to sublet the Sublet Premises to Landlord for the same
rents and terms by notice given with or after Tenant's request for consent to
the subletting or assignment. Landlord may accept such offer within fifteen
(15) days from receipt of such request for consent or ten (10) days after
receipt of the offer, whichever is later.

(2) Tenant shall not then be in default hereunder beyond the
time herein provided, if any, to cure such default.

(3) The proposed assignee or subtenant shall have a financial
standing, be of a character, be engaged in a business, and propose to use the
Sublet Premises in a manner in keeping with the standards of the other
tenancies in the Building.

(4) The character of the business to be conducted or the
proposed use of the Sublet Premises by the proposed assignee or subtenant
shall not (a) be likely to increase Operating Expenses beyond that which would
be incurred for use by Tenant or for use in accordance with the standards of
use of other tenancies in the Building; (b) increase the burden on existing
cleaning services or elevators over the burden prior to such proposed
subletting or assignment; or.(c) violate or be likely to violate any
provisions or restrictions herein relating to the use or occupancy of the
Premises.

(5) In case of a subletting, it shall be expressly subject to
all of the obligations of Tenant under this Lease and the further condition
and restriction that the sublease shall not be assigned, encumbered or
otherwise transferred or the Sublet Premises further sublet by the sublessee
in whole or in part, or any part thereof suffered or permitted by the
sublessee to be used or occupied by others, without the prior written consent
of Landlord which consent shall not be unreasonably withheld, conditioned, or
delayed in each instance.

(6) No subletting shall end later than one (1) day before the
Lease Expiration Date of this Lease.

(7) Tenant shall reimburse Landlord on demand for any
reasonable third (3rd) party costs that may be incurred by Landlord in
connection with said assignment or sublease, including, without limitation,
the costs of making investigations as to the acceptability of the proposed
assignee or subtenant, and reasonable legal costs incurred in connection with
the granting of any requested consent.

(8) The form of the subletting or assignment agreement shall
be reasonably approved by Landlord.

(9) The form of any advertising used by Tenant in connection
with such subletting or assignment shall be reasonably approved by Landlord.

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(d) Termination of Lease. Every subletting hereunder is subject to
the express condition, and by accepting a sublease hereunder each subtenant
shall be conclusively deemed to have agreed, that if this Lease should be
terminated for any reason prior to the Lease Expiration Date or if Landlord
should succeed to Tenant's estate in the Premises, then, at Landlord's
election, the subtenant shall either surrender the Sublet Premises to Landlord
within 60 days of Landlord request therefor, or attorn to and recognize
Landlord as the subtenant's landlord under the sublease and the subtenant
shall promptly execute and deliver any instrument Landlord may reasonably
request to evidence such attornment.

(e) Continuing Liability of Tenant, Subtenant and Assignee. Tenant
shall furnish Landlord with a counterpart (which may be a reproduced copy) of
each sublease or assignment made hereunder within ten days after the date of
its execution. Tenant shall remain fully liable for the performance of all
Tenant's obligations hereunder notwithstanding any subletting or assignment
provided for herein, and without limiting the generality of the foregoing,
shall remain fully responsible and liable to Landlord for all acts and
omissions of any subtenant, assignee or anyone claiming by, through or under
any subtenant or assignee which shall be in violation of any of the
obligations of this Lease and any such violation shall be deemed to be a
violation by Tenant Notwithstanding any assignment and assumption by the
assignee of the obligations of Tenant hereunder, Tenant herein named, and each
immediate or remote successor in interest of Tenant herein named, shall remain
liable jointly and severally (as a primary obligor) with its assignee and all
subsequent assignees for the performance of Tenant's obligations hereunder,
and, without limiting the generality of the foregoing, shall remain fully and
directly responsible and liable to Landlord for all acts and omissions on the
part of any assignee subsequent to it in violation of any of the obligations
of this Lease. Notwithstanding anything to the contrary contained in this
Lease, no assignment of Tenant's interest in this Lease shall be binding upon
Landlord unless the assignee, shall execute and deliver to Landlord an
agreement whereby such assignee agrees unconditionally to be personally bound
by and to perform all of the obligations of Tenant hereunder and further
expressly agrees that notwithstanding such assignment the provisions of this
Article shall continue to be binding upon such assignee with respect to all
future assignments and transfers. A failure or refusal of such assignee to
execute or deliver such an agreement shall not release the assignee from its
liability for the obligations of Tenant hereunder assumed by acceptance of the
assignment of this Lease.

(f) Sale of Stock or Partnership Interest. Any transfer, by
operation of law or otherwise, of Tenant's interest in this Lease (in whole or
in part) or of a seventy five percent (75%) or greater interest in Tenant
(whether stock, partnership interest or otherwise) shall be deemed an
assignment of this Lease within the meaning of this Article. The issuance of
shares of stock to other than the existing shareholders is deemed to be a
transfer of that stock for the purposes of this Article. If there has been a
previous transfer of less than a seventy-five percent (75%) interest in
Tenant, then any other transfer of an interest in Tenant which, when added to
the total percentage interest previously transferred, totals a transfer of
greater than a seventy-five percent (75%) interest in Tenant shall be deemed
an assignment of Tenant's interest in this Lease within the meaning of this
Article. Tenant shall be obligated to notify Landlord when a transfer of
seventy-five percent (75%) or greater interest in Tenant is proposed. The
provisions of this Article 5(g) shall not apply to the sale of shares by
persons other than those deemed "insiders" within the meaning of the
Securities Exchange Act of 1934, as amended, where such sale is effected
through any recognized exchange or through the "over-the-counter-market" or
between affiliates.

(g) Brokerage Fees. If Landlord shall decline to give its consent
to any proposed assignment or sublease, or if Landlord shall exercise any of
its options under this Article, Tenant shall indemnify, defend and hold
harmless Landlord against and from any and all loss, liability, damages, costs
and expenses (including

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<PAGE> 14
reasonable attorneys' fees and disbursements) resulting from any claims that
may be made against Landlord by the proposed assignee or sublessee or by any
brokers or other persons claiming a commission or similar compensation in
connection with the proposed assignment or sublease.

(h) Consent of Landlord to be Again Obtained. In the event that
(i) Landlord fails to exercise any of its options under this Article and (ii)
Tenant fails to execute and deliver the assignment or sublease to which
Landlord consented within ninety (90) days after the giving of such consent,
then, Tenant shall again comply with all of the provisions and conditions of
this Article before assigning its interest in this Lease or subletting any
portion of the Premises.

(i) No Waiver. The consent by Landlord to an assignment or to a
subletting shall not relieve Tenant from obtaining the express consent in
writing of Landlord to any further assignment or subletting. If Tenant's
interest in this Lease be assigned, or if the Premises or any part thereof be
sublet or occupied by anyone other than Tenant, Landlord may collect rent from
the assignee, subtenant or occupant and apply the net amount collected to the
rent and additional rent payable herein, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of the provisions of this
Article or of any default hereunder or the acceptance of the assignee,
subtenant or occupant as Tenant, or a release of Tenant from the further
observance or performance by Tenant of all covenants, conditions, terms and
provisions on the part of Tenant to be performed or observed.

(j) Assignment by Landlord. Landlord shall have the unrestricted
right to assign, transfer, mortgage, pledge or otherwise encumber, in whole or
in part, its rights, title and any interest hereunder to any person,
corporation, trust, partnership or other legal entity. Upon the assignment of
this Lease to an assignee who assumes the obligations of Landlord hereunder
and notice of such assignment to Tenant, Landlord shall be relieved of any
further obligations to Tenant hereunder and Tenant agrees to look solely to
such assignee. Landlord shall transfer all monetary deposits to assignee.

6. MAINTENANCE AND REPAIR BY TENANT.

(a) Maintenance. Tenant will keep the Premises and fixtures and
equipment therein in clean, safe and sanitary condition, will take good care
thereof, will suffer no waste or injury thereto, and will, at the Lease
Expiration Date or other termination of the Term of this Lease, surrender the
same, broom clean, in the same order and condition in which they are on the
Lease Commencement Date, except for ordinary wear and tear, permitted
alterations, and except for damage by the elements, fire or other casualty.

(b) Repair. Tenant shall make all repairs required to any
improvements added to the Premises by Tenant or by Landlord at the request of
Tenant other than those improvements set forth in Exhibit B. In addition,
Tenant shall make all repairs to the Premises which are required because of
any negligent act or omission of Tenant, its employees, agents, licensees,
customers, clients, family members and guests unless covered by Landlord's
insurance. Any work required to be performed by Tenant subject to this
Article 6 shall be performed subject to the approvals, provisions, conditions
and limitations set forth in Article 7 below.

7. TENANT ALTERATIONS.

(a) Approval of Alterations. The original improvements to the
Premises by Landlord for Tenant shall be in accordance with Exhibit B attached
hereto. Tenant will not make or permit anyone to make any alterations,
decorations, additions or improvements, structural or otherwise (hereinafter
referred to as "ALTERATIONS"), in or to the Premises or the Building, without
the prior written consent of landlord such consent shall not be unreasonably
withheld, conditioned, or delayed. As a condition precedent to such written
consent of

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<PAGE> 15
Landlord, Tenant shall identify the contractor selected by Tenant for
Landlord's approval and deliver to Landlord such plans, specifications and
other information concerning the proposed Alterations that Landlord may
request.

(b) Installation of Alterations. It is understood and agreed by
Landlord and Tenant that any Alterations shall be the responsibility of
Tenant. All Alterations permitted by Landlord must be performed by a
contractor reasonably acceptable to Landlord and must conform to all rules and
regulations established from time to time by the Underwriters' Association of
the local area and conform to all requirements of federal, state and local
governments. If, not withstanding the foregoing provisions of Article 7(a),
any mechanic's or materialmen's lien is filed against the Premises, the
Building or the Land, for work claimed to have been done for, or materials
claimed to have been furnished to, Tenant, such lien shall be discharged by
Tenant within ten (10) days thereafter, at Tenant's sole cost and expense, by
the payment thereof or by filing any bond required by law. If Tenant shall
fail to discharge any such mechanic's or materialmen's lien, Landlord may, at
its option, discharge the same and treat the cost thereof as additional rent
payable with the monthly installment of rent next becoming due, it being
hereby expressly covenanted and agreed that such discharge by Landlord shall
not be deemed to waive, or release, the default of Tenant in not discharging
the same. Should Tenant request any Alterations which require any addition to
or change in the plumbing, electrical, heating, ventilation, air conditioning
or mechanical systems of the Building, Tenant agrees that any such work shall
be performed by a contractor approved by Landlord at the cost of Tenant. It
is further understood and agreed that in the event Landlord shall give its
written consent to Tenant making any Alterations, such written consent shall
not be deemed to be an agreement or consent by Landlord to subject Landlord's
interest in the Premises, the Building or the Land to any mechanic's or
materialmen's liens which may be filed with respect to any Alterations made by
or on behalf of Tenant.

(c) Ownership of Alterations. All Alterations, other than
chartboards, maps, pictures, etc., including wall-to-wall carpet, upon the
Premises, whether installed with or without the prior written consent of
Landlord, shall immediately become the property of Landlord and shall remain
upon the Premises and be surrendered with the Premises at the expiration of
this Lease without disturbance, molestation or injury, unless the Landlord
agrees otherwise in writing at the time that Landlord consents to the
Alterations. Should the Landlord elect that Alterations made by the Tenant
upon the Premises be removed upon termination of this Lease or upon
termination of any renewal period hereof, the Tenant hereby agrees to cause
the Alterations to be removed and the Premises restored to the condition
existing prior to the installation of the Alterations at the Tenant's sole
cost and expense and should Tenant fail to do so, then and in such event, the
Landlord may cause the Alterations to be removed and the Premises so restored
at the Tenant's expense and the Tenant hereby agrees to reimburse the Landlord
for the cost of such removal together with any and all damages which the
Landlord may suffer and sustain by reason of the failure of the Tenant to
remove the Alterations. Landlord shall indicate in writing at the time of its
approval of alterations, whether such alterations must be removed at Lease
Termination.

(d) Indemnification. Tenant will defend, indemnify and hold
Landlord harmless from and against any and all expenses, liens, claims or
damages to persons or property which may or might arise directly or indirectly
by reason of the making of any Alterations. If any Alteration is made without
the prior written consent of Landlord, Landlord may correct or remove the
same, and Tenant shall be liable for any and all expenses incurred by Landlord
in the performance of this work.

8. SIGNS AND ADVERTISEMENTS.

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<PAGE> 16
No sign, advertisement or notice shall be inscribed, painted, affixed or
otherwise displayed on any part of the outside or the inside of the Building
except on the directories and the doors of offices, and then only in such
place, number, size, color and style as is approved in writing by Landlord and
provided by Landlord at Tenant's cost and expense Building standard floor and
directory signage shall be provided by Landlord at Landlord's expense. If any
such sign, advertisement or notice is nevertheless exhibited by Tenant,
Landlord shall have the right to remove the same and Tenant shall be liable
for any and all expenses incurred by Landlord in said removal. Landlord shall
have the right to prohibit any advertisement of Tenant which in its reasonable
opinion tends to impair the reputation of the Building or its desirability as
a high-quality office building and, upon written notice from Landlord, Tenant
shall immediately refrain from and discontinue any such advertisement. If
Tenant refers to the Building by name, Tenant shall refer to the Building as
One Colonial Place and may also list Tenant's street address in designating
the location of the Premises in all newspaper or other advertising,
stationery, other printed material and all other references to the location of
the Premises.

9. TENANT'S EQUIPMENT, FURNISHINGS AND FURNITURE.

(a) Equipment. Tenant will not install or operate in the Premises
any electrically operated equipment or other machinery, other than standard
electric typewriters, adding machines, personal computers, word processing
machines, radios, televisions, clocks, copying machines, and other equipment
normally found in first class office space, without first obtaining the
written consent of Landlord. Landlord may condition such consent upon the
payment by Tenant of additional rent as compensation for such excess
consumption of utilities as determined under Article l2 below and for the cost
of additional wiring as may be occasioned by the operation of said equipment
or machinery. Tenant shall not install any other equipment of any kind or
nature whatsoever which will or may necessitate any changes, replacements or
additions to, or in the use of, the water system, heating system, plumbing
system, air-conditioning system, or electrical system of the Premises or the
Building without first obtaining the written consent of the Landlord, which
consent shall not be unreasonably withheld, conditioned, or delayed. Business
machines and mechanical equipment belonging to Tenant which cause noise or
vibration that may be transmitted to the structure of the Building or to any
tenant in the Building shall be installed and maintained by Tenant, at
Tenant's expense, on vibration eliminators or other devices sufficient to
eliminate such noise and vibration.

(b) Furnishings. Landlord shall have the right to prescribe the
maximum weight and position of safes and other heavy equipment or fixtures,
which shall, if considered necessary by the Landlord, stand on plank strips to
distribute the weight. Any and all damage or injury to the Premises or the
Building caused by moving the property of Tenant into, in or out of the
Premises, or due to the same being on the Premises, shall be repaired by, and
at the sole cost of, Tenant, which cost, if paid by Landlord, shall be deemed
additional rent payable with the next installment of Base Rent after
presentation of a bill for such cost from Landlord. No furniture, equipment
or other bulky matter of any description will be received into the Building or
carried in the elevators except as approved by Landlord, and all such
furniture, equipment, and other bulky matter shall be delivered only through
the designated delivery entrance of the Building. All moving of furniture,
equipment and other material shall be in accordance with the rules and
regulations for the Building referred to in Article l4 below. Tenant agrees
promptly to remove from the sidewalks or plaza adjacent to the Building any of
the Tenant's furniture, equipment or other material there delivered or
deposited.

(c) Removal of Furniture, Furnishings and Equipment. If Tenant is
not in monetary default in the performance of any of its obligations under
this Lease, Tenant shall have the right to remove, prior to the expiration of
the Term of

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<PAGE> 17
this Lease, all movable furniture, furnishings, or equipment installed in the
Premises at the expense of Tenant. If such property of Tenant is not removed
by Tenant prior to the expiration or termination of this Lease, the same shall
be decreed to be abandoned by Tenant, shall become the property of Landlord
and shall be surrendered with the Premises as a part thereof. Any cost to
Landlord incurred in the storage or disposal of such furniture, furnishings or
equipment by Landlord shall be reimbursed by Tenant upon demand.

(d) Personal Property and Occupancy Taxes. Tenant agrees to pay,
before delinquency, any and all taxes levied or assessed and which shall
become payable during the Term hereof upon all Alterations by Tenant and upon
Tenant's equipment, furniture, fixtures and other personal property located in
the Premises or which are in the nature of occupancy taxes imposed upon
Tenant. Tenant shall comply with the provisions of any law, ordinance or rule
of local taxing authorities which require Tenant to file a report of Tenant's
property located in the Premises.

10. ENTRY FOR INSPECTION AND REPAIR.

Tenant will permit Landlord, or its agents or other representatives, at
all times with reasonable notice (except in the event of an emergency), to
enter the Premises, without charge to Landlord and without diminution of the
rent payable by Tenant, to examine, inspect and protect the Premises and the
Building, to exhibit the Premises and the Building to prospective lenders or
purchasers, and to make such Alterations and repairs as in the sole judgment
of Landlord may be deemed necessary, or to exhibit the same to prospective
tenants during the last one hundred eighty (180) days of the Term of this
Lease. Landlord shall use reasonable efforts to minimize interference with
Tenant's business when making Alterations or repairs or exercising other
rights a set forth in this paragraph 10, but Landlord shall not be required to
perform the Alterations or repairs at a time other than during normal working
hours. For each of the purposes set forth above, Landlord shall at all times
have and retain a key with which to unlock all of the doors into and upon the
Premises, excluding Tenant's vaults and safes, or special security areas
designated by Tenant, the location of which shall have been approved by
Landlord. Landlord shall have the right to use any and all means which
Landlord may deem necessary and proper to open said doors in an emergency, in
order to obtain entry to any portion of the Premises, and any entry to the
Premises or portions thereof obtained by Landlord by any of said means, shall
not under any circumstances be construed or deemed to be a forcible or
unlawful entry into, or a detainer of, the Premises, or an eviction, actual or
constructive, of Tenant from the Premises or any portion thereof.

11. INSURANCE.

(a) Insurance Rating. Tenant will not conduct or permit to be
conducted, any activity, or place any equipment in or about the Premises or
the Building, which will, in any increase the rate of fire insurance or other
insurance on the Building. If any increase in the rate of fire insurance or
other insurance is stated by an insurance company or by the applicable
insurance rating bureau to be due to any activity equipment of Tenant in or
about the Premises or the Building, Landlord shall send Tenant written notice
to cure such conduct. If Tenant fails to cure, then such statement shall be
conclusive evidence that the increase in such rate is due to such activity or
equipment and, as a result thereof, Tenant shall be liable for such increase
and shall reimburse Landlord the amount of such increase within thirty (30)
days of receipt of written notice thereof and any such sum shall be considered
additional rent payable hereunder.

(b) Landlord's Insurance. Landlord shall, at all times during the
Term hereof, carry and maintain in full force and effect fire and extended
coverage insurance for the Building and the permanent improvements within the
premises for their full replacement value. Such insurance shall be issued by
an insurance company licensed to do business in the Commonwealth of Virginia.
All proceeds of

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<PAGE> 18
such fire and extended coverage insurance shall be disbursed to repair the
Building in accordance with Article 15(a) below. Additionally such policy
shall contain an express waiver of any right of subrogation by the insurance
company against Tenant its agents or employees.

(c) Tenant's Insurance. Tenant shall, at all times during the Term
hereof, at its own expense, carry and maintain in full force and effect,
policies providing the following insurance coverage:

(i) a policy or policies of comprehensive public liability
insurance protecting against any liability for injury, death or property
damage occurring upon, in or about the Premises or occurring in or about the
Land or Building as a result of Tenant's activities, or arising from any
obligation by which Tenant is obliged to indemnify Landlord as set forth in
this Lease, with each such policy to afford protection to the limit of not
less than $500,000 with respect to injury or death of any one person, to the
limit of $1,000,000 with respect to injury or death resulting from any one
accident or event and to the limit of not less than $1,000,000 with respect to
damage to property;

(ii) a policy of fire and extended coverage insurance, insuring
against loss to the Tenant's furniture, furnishings and equipment in and about
the Premises and all other contents of the Premises for not less than the full
replacement value of all of said items; provided that, so long as this Lease
shall remain in effect, any and all proceeds of such insurance shall be used
only to repair or replace the items so insured.

(d) Tenant's Insurance Policies. All insurance policies required
to be obtained by Tenant under this Lease (i) shall be issued by responsible
insurance companies licensed to do business in the Commonwealth of Virginia
and approved by Landlord; (ii) shall be written as primary policy coverage and
not contributing with or in excess of any coverage which Landlord may carry;
(iii) shall name Landlord and any other parties reasonably requested by
Landlord as additional insureds, as their interests may appear; and (iv) both
Landlord's and Tenant's insurance policies shall contain an express waiver of
any right of subrogation by the insurance company against the other party, its
agents and employees. With respect to each of the insurance policies required
to be obtained by Tenant under this Article, on or before the Lease
Commencement Date, and at least 30 days before the expiration of the policies
in effect, Tenant shall deliver to Landlord certified copies of each such
policy or renewal thereof, as the case may be or a certificate from the
insurance company indicating that the applicable insurance is in effect. Any
insurance required to be carried hereunder may be carried under a blanket
policy covering the Premises and other locations of Tenant. Each insurance
policy required to be carried hereunder by or on behalf of Tenant shall
provide that such insurance policy shall not be canceled unless Landlord shall
have received l5 days prior written notice of cancellation. In the event that
Tenant shall, prior to the tenth day before any insurance policy will lapse or
terminate, or is required to be made effective, fail to furnish evidence of
any insurance coverage herein required to be obtained by Tenant, then
Landlord, at its sole option, shall have the right to obtain such insurance
and after notice to Tenant pay the premium therefor for a period not exceeding
one year in each instance and the premium so paid by Landlord shall be payable
by Tenant in accordance with the provisions of Article 16(c).

12. SERVICES AND UTILITIES.

During the Term of this Lease, Landlord shall provide the following
utilities and services:

(a) Automatically operated elevator service during normal business
hours (as that terms defined below), with at least one elevator in operation
on a 24 hour per day basis.

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<PAGE> 19
(b) Hot and cold water for lavatory purposes and drinking purposes
during normal business hours and lavatory supplies, it being understood and
agreed that hot and cold water shall be furnished by Landlord only to those
points of supply provided for general use of other tenants in the Building.

(c) During normal business hours, air-conditioning during the
period of the year when air-conditioning is required and heat during the
period of the year when heat is required, in Landlord's reasonable judgment
for the comfortable use and occupation of the Premises.

(d) Electricity for lighting during normal business hours and
sufficient electrical facilities to furnish electricity for the equipment of
Tenant installed pursuant to this Lease. Tenant shall be entitled under this
section to four (4) watts of electricity per rentable square foot during
normal business hours for the purpose of lighting the Premises and providing
electricity exclusive of air-conditioning and heating for Tenant's equipment.
Any use of electricity by Tenant above that amount shall be provided at
Tenant's cost as set forth below.

(e) Original fluorescent tubes within the Premises necessary to
provide required lighting. All standard replacement tubes for such lighting
and all other light bulbs and lighting fixtures for the Premises shall be
provided at Tenant's cost and expense.

(f) Cleaning and janitorial services as specified in Exhibit D,
attached hereto and made a part hereof but in all events comparable with other
first (1st) class buildings in the Washington Metropolitan Area.

(g) Access to the Premises on a full time, 24 hour basis, subject
to such regulations that Landlord may impose for security purposes.

(h) Building security comparable to other first class office
buildings in the Washington, D.C. metropolitan area.

(i) Maintenance, painting and electrical lighting services for all
public areas and special service areas in the Building and the plaza
surrounding the Building.

For the purpose of this Lease, normal business hours shall mean the hours
of 8:00 A.M. to 6:00 P.M., Monday through Friday and the hours of 9:00 A.M. to
12:00 Noon on Saturday except for the following holidays: New Years Day,
Martin Luther King Day, Washington's Birthday, Memorial Day, Fourth of July,
Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day and any
other national holiday promulgated by a Presidential Executive Order or
Congressional act.

If Tenant requires air-conditioning, heating or electricity in the
Premises beyond normal business hours, Landlord will furnish the same provided
that Tenant has requested the same not less than 24 hours in advance of the
requirement. Landlord shall charge Tenant for such additional services at a
rate of Twenty Dollars ($20.00) per hour subject to a maximum of four percent
(4%) annual escalation. If Tenant's equipment shall cause Tenant's
consumption of electricity to exceed four (4) watts of electricity per square
foot exclusive of air-conditioning and heating, or if such equipment is to be
consistently operated beyond normal business hours, Landlord may install a
separate electric meter in the Premises at Tenant's cost and expense. Tenant
shall then pay to Landlord the actual cost for such additional electricity
that Tenant consumes as recorded by such meter and an appropriate adjustment
will be made to the portion of the increases in electricity costs of the
Building to be paid by Tenant pursuant to Article 3(c) of this Lease.

In the event any public utility supplying energy or any government law,
regulation, executive or administrative order requires that Landlord must
reduce or

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<PAGE> 20
maintain at a certain level the consumption of electricity for the Premises or
the Building, which affects the heating, air-conditioning, lighting or hours
of operation of the Premises or Building, Landlord and Tenant shall each
adhere to and abide by said laws, regulations or executive orders without any
reduction in rent.

Failure by Landlord to any extent to furnish the services set forth
above, including any additional services requested by Tenant, or any cessation
thereof resulting from causes beyond the control of Landlord, shall not render
Landlord liable for damages to either person or property nor be construed as
an eviction of Tenant, nor cause an abatement or rent, nor relieve Tenant from
fulfillment of any covenant or any obligation hereunder. Should any of the
Building equipment or machinery cease to function properly for any cause,
Landlord shall use reasonable diligence to repair the same promptly, but
Tenant shall have no claim for rebate of any portion of rent or damages on
account of any interruption in service occasioned thereby or resulting
therefrom. However, if the Premises or a significant portion of the Premises
are rendered uninhabitable for a period exceeding five (5) days, Tenant's rent
shall be abated pro rata beginning on the first (1st) day of such
displacement.

13. INDEMNIFICATION OF LANDLORD.

(a) No Liability of Landlord. Except as expressly set forth herein
and if not due to negligence or willful misconduct of Landlord, Landlord shall
not be liable to Tenant, its employees, agents, business invitees, licensees,
customers, clients, family members or guests for any damage, compensation or
claim arising from any cause whatsoever, including but not limited to, the
necessity of repairing any portion of the Premises or the Building, the
interruption in the use of the Premises, accident or damage resulting from the
use or operation (by Landlord, Tenant, or any other person or persons
whatsoever) of elevators, or heating, cooling, electrical or plumbing
equipment or apparatus, or the termination of this Lease by reason of the
destruction of the Premises, or from any fire, robbery, theft, mysterious
disappearance and/or any other casualty, or from any leaking in any part or
portion of the Premises or the Building, or from water, rain or snow that may
leak into, or flow from, any part of the Premises or the Building, or from
drains, pipes or plumbing work in the Building. Except due to willful or
negligent act of Landlord, any goods, property or personal effects, stored or
placed by the Tenant in or about the Premises or Building, shall be at the
risk of the Tenant, and the Landlord shall not in any manner be held
responsible therefor. The employees of the Landlord are prohibited from
receiving any packages or other articles delivered to the Building for Tenant,
and if any such employee receives any such package or articles, such employee
shall be the agent of the Tenant for such purposes and not of the Landlord.

(b) Mutual Indemnification. Each party shall hold the other
harmless from and defend against any and all claims or liability for any
injury or damage to any person or property whatsoever occurring in, on or
about the Premises when such injury or damage shall be caused in whole or in
part by the act, negligence, fault of or omission of any duty by the other
party. Tenant shall further hold Landlord harmless from and defend Landlord
against any and all claims or liability for any injury or damage to any person
or property occurring in, on or about the elevators, stairways, passageways,
hallways or other common areas of the Building or the plaza surrounding the
Building, when such injury or damage shall be caused in whole by the act,
negligence, fault of, or omission of any duty by Tenant and its employees to
the extent Landlord is not covered by insurance thereby per its insurer.
Tenant further agrees to indemnify and save harmless the Landlord against and
from any and all claims by or on behalf of any person, firm or corporation,
arising from the conduct or management of any work or activity whatsoever done
the Tenant in, about or concerning the Premises, and will further indemnify
and save the Landlord harmless against and from any and all claims arising
from any breach or default on the part of the Tenant in the performance of

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<PAGE> 21
any covenant or agreement on the part of the Tenant to be performed pursuant
to the terms of this Lease or arising from any action or negligence of the
Tenant, or any of its employees, and from and against all costs, counsel fees,
expenses and liabilities related to any such claim, action or proceeding
brought thereon.

Notwithstanding the foregoing, Landlord shall hold Tenant harmless
from any liability and shall reimburse Tenant for all costs and expenses
incurred in defending Landlord, should such liability be determined by a court
of competent jurisdiction to have been caused solely by Landlord's willful or
negligent act. Each party hereby waives any and every right or cause of
action for any and all loss of, or damage to, any of its property (whether or
not such loss or damage is caused by the fault or negligence of the other
party or anyone for whom said other party may be responsible), which loss or
damage is covered, or should have been covered under the terms of this Lease,
by valid and collectible fire, extended coverage, "All Risk" or similar
policies, maintained by such party or required to be maintained by such party
under this Lease, to the extent that such loss or damage is recovered under
said insurance policies (or would have been recovered under such insurance
policies but for the party breaching its obligation to carry such insurance).
Written notice of the terms of said mutual waivers shall be given to each
insurance carrier and said insurance policies shall be properly endorsed, if
necessary, to prevent the invalidation of said insurance coverage by reason of
said waivers.

14. RULES AND REGULATIONS.

Tenant, its agents, employees, invitees, licensees, customers, clients,
family members and guests shall at all times abide by and observe the rules
and regulations attached hereto as Exhibit E and shall further abide by and
observe such other rules or regulations as may be promulgated from time to
time by Landlord, with a copy sent to Tenant, for the operation and
maintenance of the Building; provided, that the same are not inconsistent with
the provisions of this Lease. Nothing contained in this Lease shall be
construed to impose upon Landlord any duty or obligation to enforce such rules
and regulations, or the terms, conditions or covenants contained in any other
lease, as against any other tenant, and Landlord shall not be liable to Tenant
for violation of the same by any other tenant, its employees, agents, business
invitees, licensees, customers, clients, family members or guests. If there
is any inconsistency between this Lease and the rules and regulations as set
forth in Exhibit E, this Lease shall govern. Landlord shall enforce the rules
and regulations equitably.

15. DAMAGE; CONDEMNATION.

(a) Damage to the Premises. If the Premises shall be partially
damaged by fire or other cause, Landlord shall diligently and as soon as
practicable after such damage occurs, taking into account the time necessary
to effectuate a satisfactory settlement with any insurance company involved,
repair such damage at the expense of Landlord; provided, however, that if the
Premises or Building are damaged by fire or other cause to such an extent that
the damage cannot be fully repaired within ninety (90) days from the date of
such damage, Landlord and Tenant upon written notice to the other, and without
liability to the other, may terminate this Lease, in which event the rent
shall be apportioned and paid to the date of such damage. During the period
that Tenant is deprived of the use of the damaged portion of the Premises,
Tenant shall be required to pay rent only for that part of the Premises that
Tenant is able to occupy and the Base Rent for such space shall be that
portion of the total Base Rent which the amount of rentable square feet
remaining that can be occupied by Tenant bears to the total rentable square
feet of the Premises. No compensation, claim or reduction of rent will be
allowed or paid by Landlord by reason of inconvenience, annoyance or injury to
business arising from the necessity of repairing the Premises or any portion
of the Building. In the event of fire or other casualty, Landlord shall not
be required to repair any

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<PAGE> 22
injury or damage to, or make any replacements of, furniture, furnishings or
equipment or other personal property installed in the Premises by Tenant.

(b) Condemnation. If (i) the whole or a substantial part (as
hereinafter defined) of the Premises; (ii) more than ten percent (10%) of the
parking facilities located in the Building; or (iii) any portion of the
Building which is material to Tenant's use and enjoyment of the Premises shall
be taken or condemned by any governmental or quasi-governmental authority for
any public or quasi-public use or purpose (including sale under threat of such
a taking), then the Term of this Lease shall cease and terminate on the first
to occur of the date on which the condemning authority takes possession, or as
of the date when title vests in such governmental or quasi-governmental
authority (the "Condemnation Date"), and the rent shall be abated on the date
when such title vests in such governmental or quasi-governmental authority
("Condemnation Date"), and the rent shall be abated as of the Condemnation
Date. If less than a substantial part of the Premises is taken or condemned
by any governmental or quasi-governmental authority for any public or quasi-
public use or purpose (including sale under threat of such a taking), the Base
Rent and all additional rent shall be equitably adjusted, on the basis of the
number of rentable square feet before and after such event, on the
Condemnation Date and the Lease shall otherwise continue in full force and
effect. Tenant shall have no claim against Landlord and hereby agrees to make
no claim against the condemning authority for any portion of the amount that
may be awarded as damage as a result of any governmental or quasi-governmental
taking or condemnation (or sale under threat of such taking or condemnation)
for the value of any expired or unexpired term of the Lease. Tenant may, if
allowed by statute, seek such awards for damages, moving expenses, loss of
profits and the value of fixtures and other equipment installed by it which do
not, under the terms of this Lease, become the property of the Landlord at the
termination hereof. Such awards for damages must be made by a condemnation
court or other authority and must be separate and distinct from any award to
Landlord for the Land and Building and shall not diminish any award of
Landlord. Notwithstanding the foregoing, Landlord acknowledges and agrees
that Tenant shall have the right to participate in all condemnation
proceedings affecting the Premises. For purposes of this Article 15(b), a
substantial part of the Premises shall be considered to have been taken if the
Premises are unusable by Tenant, as reasonably determined by Tenant, as a
direct result of such taking.

(c) Temporary Taking. If any right of temporary possession or
occupancy of all or any portion of the Premises shall be taken or condemned by
a governmental or quasi-governmental authority, the foregoing provisions of
Article 15(b) shall be inapplicable thereto and this Lease shall continue in
full force and effect without reduction, suspension or abatement of rent and
Tenant shall be entitled to make claim for and recover any award or awards,
whether in the form of rent or otherwise, recoverable in respect to such
possession or occupancy, and neither Landlord nor any party claiming by,
through or under Landlord shall have any right or claim to any such award or
awards. For the purposes of this Article 15(c), the taking of possession or
occupancy shall be regarded as temporary if it does not extend beyond the Term
of this Lease. Any taking of the right of possession or occupancy of all or
any portion of the Premises, which is for a period that extends beyond the
Term of this Lease shall be regarded for purposes of this Lease as a taking
which is not temporary and to which the foregoing provisions of article 15(b)
shall be applicable.

16. DEFAULT OF TENANT; REMEDIES.

(a) Events of Default. If Tenant shall (i) fail to pay any monthly
installment of rent or shall fail to make any other payment required by the
terms and provisions hereof and such failure to pay rent or other payment
shall continue for a period of five (5) days after written notice to tenant by
Landlord (although no legal or additional formal demand has been made
therefor), or (ii) violate or fail to

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<PAGE> 23
perform any of the other terms, conditions, covenants or agreements herein
made by Tenant, or (iii) abandon the Premises, and such violation, failure or
such abandonment pursuant to items (ii) and (iii) shall continue for a period
of thirty (30) days after written notice thereof to Tenant by Landlord and
Tenant is not diligently attempting to cure such non-monetary violation,
failure to perform, or abandonment, or (iv) make or consent to an assignment
for the benefit of creditors or a common law composition of creditors, or a
receiver of Tenant's assets is appointed, or Tenant files a voluntary petition
in any bankruptcy or insolvency proceeding, or an involuntary petition in any
bankruptcy or insolvency proceeding is filed against Tenant and not discharged
by Tenant within one hundred twenty (120) days, or Tenant is adjudicated a
bankrupt, then, in any of said events, this Lease shall, at the option of
Landlord, cease and terminate and the provisions of this Article 16(a) shall
automatically operate as a notice to quit, any notice to quit, or of
Landlord's intention to re-enter, being hereby expressly waived by Tenant and
Landlord may proceed to recover possession under and by virtue of the
provisions of the laws of the Commonwealth of Virginia or by such other
proceedings, including re-entry and possession, as may be applicable. In the
event any such failure to pay rent or other default on the part of Tenant
occurs more than three (3) times in any twelve (12) month period, Landlord
shall not be required during the remainder of the applicable year of this
Lease to send written notice of further defaults before proceeding with its
remedies under this Article l6. If Landlord elects to terminate this Lease,
everything contained in this Lease on the part of Landlord to be done and
performed shall cease, without prejudice, however, to the right of Landlord to
recover from Tenant all rent and any other sums accrued up to the time of
termination or recovery of possession by Landlord, whichever is later. Should
this Lease be terminated before the Lease Expiration Date by reason of
Tenant's default as hereinabove provided, the Premises may be relet by
Landlord and if the full rental hereinabove provided (and any of the costs,
expenses, or damages indicated below) shall not be realized by Landlord,
Tenant shall be liable for all damages sustained by Landlord, including,
without limitation, deficiency in rent, reasonable attorneys' fees, brokerage
fees, and expenses of placing the Premises in first class rentable condition.
Any damage or loss of rent sustained by Landlord may be recovered by Landlord,
at Landlord's option, at the time of the reletting, or in separate actions,
from time to time, as said damage shall have been made more easily
ascertainable by successive relettings, or, at Landlord's option, may be
deferred until the Lease Expiration Date, in which event Tenant hereby agrees
that the cause of action shall not be deemed to have accrued until the Lease
Expiration Date. The provisions contained in this Section 16(a) shall be in
addition to and shall not prevent the enforcement of any claim Landlord may
have against Tenant for anticipatory breach of the unexpired Term of this
Lease. Landlord shall make reasonable efforts to mitigate Tenant's damages
under this lease.

(b) Waiver. If, under the provisions hereof, Landlord shall
institute proceedings against Tenant and a compromise or settlement thereof
shall be made, the same shall not constitute a waiver of any other covenant,
condition or agreement herein contained, nor of any of Landlord's rights
hereunder. No waiver by Landlord of any breach of any covenant, condition or
agreement herein contained shall operate as a waiver of such covenant,
condition, or agreement itself, or of any subsequent breach thereof. No
payment by Tenant or receipt by Landlord of a lesser amount than the monthly
installment of rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or
statement on any check or letter accompanying a check for payment of rent be
deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
rent or to pursue any other remedy provided in this Lease. No re-entry by
Landlord, and no acceptance by Landlord of keys from Tenant, shall be
considered an acceptance of a surrender of the Lease or a termination of
Tenant's obligations hereunder.

(c) Right of Landlord to Cure Tenant's Default. If Tenant defaults
in the making of any payment or in the doing of any act herein required to be
made

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<PAGE> 24
or done by Tenant, then Landlord may, but shall not be required to, make such
payment or do such act, and charge Tenant the amount of reasonable expense
thereof, if made or done by Landlord, with interest there on at the rate per
annum which is two percent (2%) greater than the "prime rate" then in effect
at The Riggs National Bank in Washington, D.C., from the date paid by Landlord
to the date of payment thereof by Tenant; provided however, that nothing
herein contained shall be construed or implemented in such a manner as to
allow Landlord to charge or receive interest in excess of the maximum legal
rate then allowed by law. Such payment and interest shall constitute
additional rent hereunder due and payable with the next monthly installment or
rent. The making of such payment or the taking of such action by Landlord
shall not operate to cure such default or to estop Landlord from the pursuit
of any remedy to which Landlord would otherwise be entitled.

(d) Late Payment. If Tenant fails to pay any installment of rent
or other charges to be paid by Tenant pursuant to this Lease within ten (10)
days after the date when such amount becomes due and payable, Tenant shall pay
to Landlord, at Landlord's election, a late charge of five percent (5%) of
such amount due for each month that such amount remains unpaid; provided,
however, that nothing herein contained shall be construed or implemented in
such a manner as to allow Landlord to charge or receive any amount in excess
of the maximum legal rate then allowed by law. Such late charge shall
constitute additional rent hereunder due and payable with the next monthly
installment of rent. The late payment charge shall be waived twice in any
twelve (12) month period if there is an inadvertent late payment of rent.

(e) Lien on Personal Property. Landlord shall have a lien upon all
the personal property of Tenant moved into the Premises, as and for security
for the rent and other obligations of Tenant herein provided. In order to
perfect and enforce said lien, Landlord may at any time after default in the
payment of rent or default of other obligations, seize and take possession of
any and all personal property belonging to Tenant which may be found in and
upon the Premises. If Tenant fails to redeem the personal property so seized,
by payment of whatever sum may be due Landlord under and by virtue of the
provisions of this Lease, then and in that event, Landlord shall have the
right, after twenty (20) days written notice to Tenant, to sell such personal
property at public or private sale and upon such terms and conditions as to
Landlord may appear advantageous, and after the payment of all proper charges
incident to such sale, apply the proceeds thereof to the payment of any
balance due to Landlord on account of rent or other obligations of Tenant
pursuant to this Lease. In the event there shall then remain in the hands of
Landlord any further balance realized from the sale of said personal property
as aforesaid, the same shall be paid over to Tenant. The exercise of the
foregoing remedy by Landlord shall not relieve or discharge Tenant from any
deficiency owed to Landlord which Landlord has the right to enforce pursuant
to any other provision of this Lease.

17. SUBORDINATION.

This Lease is subject and subordinate to all ground or underlying
leases and to all deeds of trust which may now or hereafter affect such leases
or the Land or Building and to all renewals, modifications, consolidations,
replacements and extensions thereof. This clause shall be self-operative and
no further instrument of subordination shall be required by any trustee or
party secured by any such deed of trust. In confirmation of such
subordination, Tenant shall execute promptly any certificate that the Landlord
may request. Notwithstanding the foregoing, the party secured by any such
deed of trust shall have the right to recognize this Lease and, in the event
of any foreclosure sale under such deed of trust, this Lease shall continue in
full force and effect. Tenant shall attorn to the purchaser at such
foreclosure sale, if requested to do so by such purchaser and agrees to
recognize such purchaser as Landlord under this Lease. Tenant waives

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<PAGE> 25
the provisions of any statute or rule of law, now or hereinafter in effect,
which may give or purport to give Tenant any right to terminate or otherwise
adversely affect this Lease and the obligations of Tenant hereunder in the
event that such foreclosure proceeding is undertaken or completed. At the
option of any landlord under any ground or underlying lease to which this
Lease is now or may hereafter become subject or subordinate, Tenant agrees
that neither the cancellation nor termination of such ground or underlying
lease shall by operation of law or otherwise, result in cancellation or
termination of this Lease or the obligations of the Tenant hereunder, and
Tenant covenants and agrees to attorn to such landlord or to any successor
landlord's interest in such ground or underlying lease, and in that event,
this Lease shall continue as a direct lease between the Tenant herein and such
landlord or its successor; and, in any case, such landlord or successor under
such ground or underlying lease shall not be bound by any prepayment on the
part of Tenant of any rent for more than one month in advance, so that rent
shall be payable under this Lease in accordance with its terms, from the date
of the termination of the ground or underlying lease, as if such prepayment
had not been made.

18. HOLDING OVER.

In the event that Tenant shall not immediately surrender the Premises on
the Lease Expiration Date, Tenant shall, by virtue of the provisions hereof,
become a tenant from month to month at one hundred and fifty percent (150%)
the monthly rent including all additional rent in effect during the last month
of the term of this Lease, which said monthly tenancy shall commence with the
first day after the Lease Expiration Date. Tenant, as a monthly tenant,
shall be subject to all of the terms, conditions, covenants and agreements of
this Lease. Tenant shall give to Landlord at least thirty(30) days written
notice of any intention to quit the Premises, and Tenant shall be entitled to
thirty (30) days written notice to quit the Premises, unless Tenant is in
default hereunder, in which event Tenant shall not be entitled to any notice
to quit, the said notice to quit being hereby expressly waived.
Notwithstanding the foregoing provisions of this Article 18, in the event that
Tenant shall hold over after the Lease Expiration Date, and if Landlord shall
desire to regain possession of the Premises promptly at the Lease Expiration
Date, then at any time prior to Landlord's acceptance of rent from Tenant as a
monthly tenant hereunder, Landlord, at its option, may forthwith re-enter and
take possession of the Premises, or by any legal process in force in the
Commonwealth of Virginia.

19. SECURITY DEPOSIT.

Tenant shall not deposit any security deposit in addition to the security
deposit being held by Landlord under the Sublease between Minirth-Meier Byrd
Clinic, P.A. referred to in Article 26(g) and which shall remain with
Landlord throughout the term of this Lease. In lieu of a cash security
deposit, tenant may substitute a letter of credit in content reasonably
acceptable to Landlord. Such security deposit (which shall not bear interest
to Tenant unless required to do so by any provision of law) shall be
considered as security for the payment and performance by Tenant of all of
Tenant's obligations, covenants, conditions and agreements under the Lease.
Upon the expiration of the Term hereof, Landlord shall return the remaining
portion of such security deposit to Tenant, less such portion thereof as
Landlord shall have appropriated to make good any default by Tenant with
respect to any of Tenant's aforesaid obligations, covenants, conditions or
agreements. In the event of any default by Tenant hereunder during the Term
of this Lease, Landlord shall have the right, but shall not be obligated, to
apply all or any portion of the security deposit to cure such default, in
which event Tenant shall be obligated promptly to deposit with Landlord the
amount necessary to restore the security deposit to the level of the remaining
portion of the security deposit set forth above. In the event of the sale or
transfer of Landlord's interest in the Building, Landlord shall have the right
to transfer the security deposit to such purchaser or transferee, in which
event Tenant shall look only to the new landlord for the return of the
security deposit and Landlord shall thereupon be released from all liability
to Tenant for the return

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<PAGE> 26
of such security deposit. The security deposit shall not be mortgaged,
assigned, transferred or encumbered by Tenant without the written consent of
Landlord and any such action without Landlord's consent shall be without force
and effect and shall not be binding upon Landlord.

20. QUIET ENJOYMENT.

Landlord covenants that it has the right to make this Lease for the
Term aforesaid, and that if Tenant shall pay the rent and perform all of the
covenants, terms, conditions and agreements of this Lease to be performed by
Tenant, Tenant shall, during the Term hereby created, freely, peaceably and
quietly occupy and enjoy the full possession of the Premises without
molestation or hindrance by Landlord or any party claiming through or under
Landlord, subject to all the provisions of this Lease. Landlord shall provide
Tenant with a Non-Disturbance Agreement attached hereto and made a part hereof
as Exhibit F.

21. RESERVATION OF RIGHTS BY LANDLORD.

In addition to other rights of Landlord reserved elsewhere in this
Lease, Landlord hereby reserves to itself and its successors and assigns the
following rights all of which are hereby consented to by Tenant: (i) to
change the name of the Building or to change the arrangement or location of
entrances, passageways, doors, doorways, corridors, elevators, stairs,
toilets, or other public parts of the Building; (ii) to erect, use and
maintain pipes and conduits in and through the Premises; (iii) to grant to
anyone the exclusive right to conduct any particular business or undertaking
in the Building; and (iv) to initiate or modify any security procedures which
Landlord deems appropriate for the protection of the tenants and the Building,
including the restriction but not the loss of the right of access to the
Building, and in all cases Landlord's rights shall not unreasonably interfere
with Tenant's access or use of the Premises. Landlord may exercise any or all
of the foregoing rights without being deemed to be guilty of an eviction,
actual or constructive, or a disturbance or interruption of the business of
Tenant or Tenant's use or occupancy of the Premises, and in all cases
Landlord's rights shall not unreasonable interfere with Tenant's access or
use of the Premises.

22. ESTOPPEL CERTIFICATE.

Tenant agrees, at any time and from time to time, upon not less than
five (5) days prior written notice by Landlord, to execute, acknowledge and
deliver to Landlord a statement, in writing, (i) certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the Lease is in full force and effect as modified and stating the
modification); (ii) stating the dates to which the rent and any other charges
hereunder have been paid by Tenant; (iii) stating whether or not to the best
knowledge of Tenant, Landlord is in default in the performance of any
covenant, agreement or condition contained in this Lease, and if so,
specifying each such default of which Tenant may have knowledge; (iv) stating
that Tenant has no option to either renew the Lease, expand the Premises or
purchase the Building or Land or any portion thereof or if Tenant has any such
option, disclosing the full details thereof; (v) stating the amount of any
security deposit from Tenant retained by Landlord; (vi) stating whether any
improvements to be provided by Landlord have not been constructed and if so,
the extent thereof; (vii) stating the address to which notices to Tenant
should be sent; and (viii) containing any other factual information concerning
Tenant's occupancy under the Lease that Landlord may reasonably request. Any
such statement delivered pursuant hereto may be relied upon by any owner of
the Building or the Land, any prospective purchaser of the Building or the
Land, any party secured by a deed of trust or intending to be secured by a
deed of trust on the Building or the Land or of Landlord's interest in either,
or any prospective assignee of any such party.

23. NOTICES.

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<PAGE> 27
All notices or other communications hereunder shall be in writing
and shall be deemed duly given if delivered in person or upon receipt by
certified or registered mail, return receipt requested, first-class, postage
prepaid or federal express, (i) if to Landlord at 11911 Freedom Drive, Suite
300, Reston, Virginia 22090 and (ii) if to Tenant, at 2101 Wilson Boulevard,
Arlington, Virginia 22201 and 2300 Clarendon Boulevard, Suite 800, Arlington,
Virginia 22201, Attn: Wayne Jefferson unless notice of a change of address is
given pursuant to the provisions of this Article.

24. BROKERS.

Landlord recognizes CB Commercial and The Fred Ezra Companies as the
sole brokers procuring this Lease and shall pay said brokers a commission
therefor for pursuant to separate agreements between said brokers and
Landlord. Landlord and Tenant each represent and warrant one to another that,
except as set forth herein, neither of them has employed any broker, agent or
finder in carrying on the negotiations relating to this Lease. Landlord shall
indemnify and hold Tenant harmless, and Tenant shall indemnify and hold
Landlord harmless, from and against any claim or claims for brokerage or other
commission arising from or out of any breach of the foregoing representation
and warranty by the respective indemnitors.

25. MISCELLANEOUS.

(a) No Representations by Landlord. Tenant acknowledges that
neither Landlord nor any broker, agent or employee of Landlord has made any
representations or promises with respect to the Premises or the Building
except as herein expressly set forth, and no rights, privileges, easements or
licenses are acquired by Tenant except as herein expressly set forth. Tenant,
by taking possession of the Premises, shall accept the same "as is," and such
taking of possession shall be conclusive evidence that the Premises and the
Building are in good and satisfactory condition at the time of such taking of
possession, minor punch list items and latent defects excepted.

(b) No Partnership. Nothing contained in this Lease shall be
deemed or construed to create a partnership or joint venture of or between
Landlord and Tenant, or to create any other relationship between the parties
hereto other than that of Landlord and Tenant.

(c) Waiver of Jury Trial. Landlord and Tenant hereby waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other with respect to any matter whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord
and Tenant hereunder, Tenant's use or occupancy of the Premises, or any claim
of injury or damage at the Premises and/or the Building.

(d) Invalidity of Particular Provisions. If any provision of this
Lease or the application thereof to any person or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Lease, or the
application of such provision to persons or circumstances other than those as
to which it is invalid or unenforceable, shall not be affected thereby, and
each provision of this Lease shall be valid and be enforced to the fullest
extend permitted by law.

(e) Gender and Number. Feminine or neuter pronouns shall be
substituted for those of the masculine form, and the plural shall be
substituted for the singular number, in any place or places herein in which
the context may require such substitution.

(f) Benefit and Burden. The provisions of this Lease shall be
binding upon, and shall inure to the benefit of, the parties hereto and each
of their respective representatives, successors and assigns.

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<PAGE> 28
(g) Entire Agreement. This Lease, together with the Exhibits
attached hereto, contains and embodies the entire agreement of the parties
hereto, and no representations, inducements or agreements, oral or otherwise,
between the parties not contained in this Lease and the Exhibits, shall be of
any force and effect. This Lease may not be modified, changed or terminated
in whole or in part in any manner other than by an agreement in writing duly
signed by both parties hereto.

(h) Corporate Tenant. If Tenant signs as a corporation, the person
executing this Lease on behalf of Tenant does hereby covenant and warrant that
Tenant is a duly authorized and existing corporation, qualified to do business
in the Commonwealth of Virginia, that the corporation has full right and
authority to enter into this Lease and that the person signing on behalf of
the corporation was authorized to do so.

(i) Sale. In the event the original Landlord hereunder, or any
successor owner of the Building, shall sell or convey the Building, all
liabilities and obligations on the part of the original Landlord, or such
successor owner, under this Lease accruing thereafter shall terminate, and
thereupon all such liabilities and obligations shall be binding on the new
owner provided such new owner assumes all of Landlord's obligations hereunder.
Tenant agrees to attorn to such new owner provided such new owner assumes all
of landlord's obligations hereunder.

(j) Attorneys' Fees. If as a result of any breach or default in
the performance of any of the provisions of this Lease, Landlord uses the
services of any attorney in order to secure compliance with such provisions or
recover damages therefor, or to terminate this Lease or evict Tenant, Tenant
shall only reimburse Landlord in the event a judgement is entered in favor of
the Landlord, reasonable attorneys' fees so incurred by Landlord.

(k) Execution of Lease. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of or
option for lease, and it is not effective as a lease or otherwise until
execution and delivery by both Landlord and Tenant.

(l) Governing Law. This Lease and the rights and obligations of
Landlord and Tenant hereunder shall be governed by the laws of the
Commonwealth of Virginia.

(m) Paragraph Headings. The paragraph headings herein are for
convenience of reference and shall in no way define, increase or limit the
scope or intent of any provision of this Lease.

26. SPECIAL PROVISIONS.

The following special stipulations are made a part hereof and shall
control if in conflict with any of the foregoing provision of the Lease:

(a) Option to Terminate.

(1) Notwithstanding anything in this Lease to the contrary,
Tenant shall have options to terminate this Lease subject to the following
terms and conditions:

(i)(a) In the event Tenant enters into a contract or
other venture with MCI and Tenant's contract is cancelled or otherwise
terminated by MCI then the termination option shall be at the third (3rd)
anniversary date of such contract and per Tenant's notice pursuant to this
Article 26(1)(b).

(i)(b) Tenant shall furnish Landlord six (6) months
prior written notice of such termination/cancellation;

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<PAGE> 29
(i)(c) Tenant shall pay to Landlord a termination fee
of $13,043.13 plus the unamortized costs of Landlord related to this sublease
which are: (i) A commission paid to CB Commercial and the Fred Ezra Company
in the total amount of $10,555.60 which is to be amortized over the period of
December 16, 1996 through November 30, 2000 and (ii) A construction allowance
of $9,620.10 which is to be amortized over the period of December 16, 1996
through November 30, 2005. The above stated termination fee and costs shall
be in addition to the termination fee and costs outlined in the sublease of
the 12th floor from Minirth-Meier Byrd Clinic, P.A. to Tenant. If Tenant
exercises this option and the termination date is on or after May 7, 1999 then
said termination fee above and in the sublease of the 12th floor from Minirth-
Meier Byrd Clinic, P.A. to Tenant shall be limited to the Landlord's
unamortized costs as previously stated above and in such sublease in (i) &
(ii).

(ii)(a) In the event Tenant enters into a contract or
other venture with MCI and Tenant's contract with MCI is cancelled or
otherwise terminated by MCI, then the termination option shall be upon the
fifth (5th) anniversary date of such contract upon Tenant's notice pursuant to
this Article 26(1)(i)(b);

Landlord's costs as stated above shall be amortized over the periods
stated above together with interest at the rate of twelve (12%) percent per
annum.

(ii)(b) Tenant shall pay to Landlord a termination fee
equal to the unamortized costs of Landlord related to this sublease which are:
(i) A commission paid to CB Commercial and the Fred Ezra Company in the total
amount of $10,555.60 which is to be amortized over the period of December 16,
1996 through November 30, 2000 and (ii) A construction allowance of $9,620.10
which is to be amortized over the period of December 16, 1996 through November
30, 2005. The above stated termination costs shall be in addition to the
termination costs (and not the termination fee) which costs are outlined in
the sublease of the 12th floor from Minirth-Meier Byrd Clinic, P.A. to Tenant.
Landlord's costs as stated above shall be amortized over the periods as stated
above together with interest at the rate of twelve (12%) percent per annum.

(iii) Notwithstanding anything herein to the contrary,
upon six (6) months prior written notice to Landlord, Tenant may terminate
this Lease on November 30, 2000 for any reason whatsoever, and in such event
Tenant shall pay to Landlord a termination fee of the unamortized construction
allowance of $9,620.10 which is to be amortized over the period of December
16, 1996 through November 30, 2005. The above stated termination costs shall
be in addition to the unamortized construction allowance outlined in the
sublease of the 12th floor from Minirth-Meier Byrd Clinic, P.A. to Tenant.
Landlord's costs as stated above shall be amortized over the periods as stated
above together with interest at the rate of (12%) twelve percent per annum.

(b) Right of First Refusal. Tenant shall have the Right of First
Refusal on premises currently leased by Informix Software, Inc. (12,645
rentable square feet) on the fifth (5th) floor of the Building when such space
becomes available for occupancy, expected to be August 1, 1995, or in the
event tenant exercises its renewal right, August 1, 1997. Base Rent shall be
Tenant's then escalated rental rate pursuant to this Lease and such space
shall be subject to terms and conditions of this Lease. Tenant allowances
specified in Exhibit B shall be pro rated based upon the remaining Lease Term.
Landlord shall give Tenant no less than 120 days prior written notice of the
availability of such space. Tenant shall exercise such right within 30 days
notice.

(c) Right of First Offer. Tenant shall have the Right of First
Offer for premises on the eleventh (11th) floor and the fifth (5th) floor of
the Building subject to any prior rights of the existing Tenants as of the
date of this Lease. The rental rate shall be at market rate for comparable
space in the courthouse area of

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<PAGE> 30
Arlington and as determined in accordance with Article 26(i) and further
providing Tenant is not in default of any provision of this Lease.

(d) Parking. Tenant shall have the right to lease from Landlord,
at its expense, a maximum of one (1) unreserved parking space per 560 rentable
square feet at the prevailing monthly rate established by the garage operator.
The current rate per space is Eighty Dollars ($80.00) per month.
Additionally, Tenant shall have the right, at its expense, to lease one (1)
reserved parking space at such prevailing rate.

(e) Premises Currently Subleased.

(i) Tenant currently Subleases 21,245 rentable square feet
from Minirth-Meier Byrd Clinic, P.A. on the twelfth (12th) floor of the
Building. At such time as this Sublease is terminated, cancelled, abandoned,
expired or otherwise abrogated, by either operation of law or agreement, such
event, all of the rentable space described in such Sublease shall become part
of the Premises and made subject to all of the terms and conditions of this
Lease. If term of Sublease ends prior to Lease Commencement Date, then Lease
Commencement Date shall be the date such Sublease term ends.

(ii) The provisions of this subparagraph 26(e) shall also apply
to the premises identified as approximately 5,287 rentable square feet,
currently subleased from Star Mountain, Inc., located on the fifth (5th)
floor of the Building.

(f) Increase in Base Rent. At the commencement of sixth (6th) year
of the Lease, May 7, 1999, following the Lease Commencement Date, the annual
Base Rent set forth in Article 3(a), and as adjusted in accordance with
Article 3(d) shall be increased by Two Dollars ($2.00) per rentable square
foot, provided, however, that in the event Tenant elects not to terminate the
Lease effective November 30, 2000, in accordance with Article 26(a) (4), the
increase in the Base Rent at the beginning of the sixth (6th) lease year shall
be One Dollar ($1.00) per square foot. Thereafter, the Base Rent for the
purpose of calculating the adjustment referred to in Article 3(d) shall be the
Base Rent as modified by this Article 26(g).

(g) Roof Rights. At Landlord's reasonable discretion and
consistent with all state, county and federal regulations, Tenant may lease a
portion of the roof of the Building for placement of equipment at a rental
rate to be mutually agreed upon by Landlord and Tenant.

(h) Amendments. The parties to this Lease recognize, understand
and agree that the premises to be leased referred to in Article 26 may in fact
become available for lease and occupancy by Tenant prior to those specified in
Article 1. In such event, the parties agree that this Lease will be amended
to make all appropriate adjustments to and including but not limited to
Articles l, 2, and 3 to reflect the actual premises being initially occupied.
Additionally, as Tenant from time to time leases and occupies additional space
in the Building, pursuant to Article 26, Tenant and Landlord agree to execute
amendments to this Lease to subject such space to the terms and conditions of
this Lease.

(i) Option to Renew. Tenant shall have the option to extend the
Term of the Lease for one additional five (5) year period, provided:

(1) Tenant is not in default of any provision of the Lease
beyond any applicable cure period;

(2) Written notice of the exercise of the option must be sent
to Landlord at least twelve (12) months prior to the Lease Expiration Date;

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<PAGE> 31
(3) The Base Rent payable during the extension period shall be
at ninety-seven percent (97%) of the then prevailing Market Rate (as
hereinafter defined); and

(4) All of the remaining provisions of the Lease shall be
applicable during the extension period.

The term "Market Rate", as used herein, means the annual rental rate
that would be agreed upon by a landlord and a tenant renewing a lease in
comparable space in the Building or other buildings of Colonial Place or the
Court House area assuming the following: (i) the landlord and tenant are
typically motivated; and (ii) the landlord and tenant are well informed and
well advised and each is acting in what it considers its own best interest and
(iii) concessions, commissions and other relevant market factors are taken
into consideration in a determination of market rent.

If within sixty (60) days of the exercise of the option by Tenant,
Landlord and Tenant are unable to agree on the Market Rate, the Market Rate
will be determined by the following appraisal method. Landlord and Tenant
shall each select one M.A.I. appraiser, with ten (10) years or more relevant
experience in the Northern Virginia Market, within sixty (60) days after the
exercise of the option by Tenant. The two appraisers selected shall proceed
to determine the Market Rate. The reports of such appraisers shall be made
available to Landlord and Tenant no later than sixty (60) days after the
exercise of the option by Tenant. Tenant shall have the right, to be
exercised by written notice within thirty (30) days after receipt of both
appraisals, to rescind its option to renew, in which event the Lease shall
terminate on the Lease Expiration Date.

If Tenant does not elect to rescind its option within such sixty (60) day
period, the Market Rate shall be determined in the following manner. If the
higher appraisal is no more than five percent (5%) higher than the lower
appraisal, the average of the two reports calculating the Market Rate shall be
final, conclusive and binding on Landlord and Tenant. In the event the higher
appraisal is more than five percent (5%) higher than the lower appraisal, then
each of the two appraisers shall together choose a third appraiser with
similar qualifications to calculate the Market Rate. The report of the three
appraisers os selected which is neither the highest nor the lowest shall
constitute the Market Rate and shall be final, conclusive and binding on
Landlord and Tenant. The annual Base Rent to be in effect for the extension
period shall be ninety-seven percent (97%) of the Market Rate so determined.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the
day and year first hereinabove written.

WITNESS: LANDLORD
COLONIAL VILLAGE CENTER ASSOCIATES

By Colonial Village Center, Inc.,
General Partner

By /s/ CHARLES E. BILE III By /s/ P.P. SCHINGEL
------------------------ -------------------------------
Vice President

WITNESS: TENANT
LCC, L. L. C.

By /s/ WAYNE JEFFERSON By /s/ PIYUSH SODHA
------------------------ -------------------------------

<PAGE> 32

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE is entered into this 1st day of
May, 1995, by and between 2111 WILSON BOULEVARD, INC. ("Landlord"), successor
in interest to COLONIAL VILLAGE CENTER ASSOCIATES ("Original Landlord") and
LCC, L.L.C., "a Delaware limited liability company ("Tenant").

WHEREAS, Original Landlord and Tenant entered into a lease dated May 9,
1994 (the "Lease") for the rental of 2,545 rentable square feet on the eleventh
(11th) floor (the "Premises") of One Colonial Place, situated at 2111 Wilson
Boulevard, Arlington, Virginia (the "Building"); and

WHEREAS, Tenant desires to lease additional space in the Building (the
"Additional Premises") and Landlord has agreed to lease such space to Tenant;

NOW, THEREFORE, for and in consideration...hereby expressly
acknowledged, the parties hereto, intending legally to be bound, hereby
covenant and agree as set forth below.

1. Article 1(a) of the Lease is amended in part to provide that the
Premises shall be increased by 21,250 rentable square feet (the "Additional
Premises") located on the tenth (l0th) floor of One Colonial Place as outlined
on Exhibit A-1, attached hereto and made a part hereof.

2. Article 2(b) of the Lease is amended in part to provide that the
term of this Lease for the Additional Premises (the "Term") shall be
approximately one (1) year and eight (8) months commencing on May 14, 1995
(the "Lease Commencement Date") and terminating on January 7, 1997 (the "Lease
Expiration Date").

3. Article 3(a) of the Lease is amended in part to provide that in
Lease Year 1995 the Base Rent for the Additional Premises shall be Twenty
Dollars and Ninety-Six Cents ($20.96) per rentable square foot for an annual
Base Rent of Four Hundred Forty-Five Thousand Four Hundred Dollars and Zero
Cents ($445,400.00), payable to Landlord in equal monthly installments.

4. Article 3(b) of the Lease is amended in part to provide that for
the Additional Premises Tenant shall pay to Landlord as additional rent eight
and five hundred sixty thousandths percent (8.560%) (being the agreed upon
proportion which the rentable square feet of the Additional Premises bear to
the total rentable area of 248,245 square feet in the building) of the increase
during the term of the Lease in real estate taxes (including special
assessments, if any, and any other taxes now or hereafter imposed which are in
the nature of or in substitution for real estate taxes) ("Taxes") over the
Taxes levied on the Building and the Land for the Base Year. With respect to
the Additional Premises, for the purposes hereof, the Base Year for Taxes for
the Building and the Land shall be the calendar year 1995 (which for the
purposes of Articles 3(b), 3(c) and 3(d) shall be the Base Year).

5. Article 3(c)(i) of the Lease is hereby amended in part to
provide that for the Additional Premises Tenant shall pay to Landlord as
additional rent nine and two hundred forty-seven thousandths percent (9.247%)
(being the agreed upon proportion which the rentable square feet of the
Additional Premises bear to the total rentable area of 229,809 square feet in
the Building) of the increase during the Term of this Lease in Operating
Expenses (as hereinafter defined) for any calendar year after the Base Year
over the initial operating expenses which shall be the actual operating
expenses of calendar year 1995.

6. Article 3(d) of the Lease is hereby amended in part to provide
that beginning in January 1, 1996 the base rental rate, as amended in Paragraph
3 of this Amendment to Lease, shall be adjusted so that Tenant shall pay to
Landlord as additional rent an amount equal to Forty-Seven Cents ($.47) per
square foot for an annual Base Rent of Four Hundred Fifty-Five Thousand Three
Hundred Eighty-Seven Dollars and Fifty Cents ($455,387.50) for the Additional
Premises.
<PAGE> 33

7. Article 26(d) of the Lease is hereby amended to provide that
Tenant shall have the right to lease from Landlord, at its expense, a maximum
of one (1) unreserved parking space per 560 rentable square feet of the
Additional Premises at the prevailing monthly rate established by the garage
operator. The current rate per square is Eighty-Five Dollars ($85.00) per
month.

8. Except as herein amended, the remaining provisions of the Lease
shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to Lease
the day and year first above written.

LANDLORD:
WITNESS: 2111 WILSON BOULEVARD, INC.

/s/ EDWARD J. DALY BY: /S/ DANIEL L. PLUMLEE
- ---------------------------- -----------------------------

Daniel L. Plumlee
Executive Vice
TITLE: President & Secretary
--------------------------

TENANT:
WITNESS: LCC, L.L.C.

/s/ F.L. CONNOLLY BY: /s/ PIYUSH SODHA
- ---------------------------- -----------------------------

TITLE: President
--------------------------

<PAGE> 1
EXHIBIT 10.9

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT
AND STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET
FORTH IN THE SECURITYHOLDERS AGREEMENT DATED AS OF JUNE 28, 1994 AMONG TELCOM
VENTURES, L.L.C., LCC, INCORPORATED, TC GROUP, L.L.C., LCC, L.L.C. AND MCI
TELECOMMUNICATIONS CORPORATION.

SUBORDINATED NOTE DUE 2000

June 28, 1994

$30,000,000

TELCOM VENTURES, L.L.C., a Delaware limited liability company (the
"Company"), promises to pay to the order of MCI TELECOMMUNICATIONS CORPORATION,
a Delaware corporation ("Investor"), at the offices of Investor at 1801
Pennsylvania Ave., N.W., Washington, D.C. 20006 the principal sum of Thirty
Million Dollars ($30,000,000), together with all accrued and unpaid interest on
this Note, on June 28, 2000. This Subordinated Note Due 2000 (this "Note") has
been issued pursuant to the Note Purchase Agreement dated June 28, 1994 (the
"Note Purchase Agreement"), among the Company, LCC, L.L.C., a Delaware limited
liability company ("LCC"), and Investor. This Note is entitled to the benefits
of, and is subject to the terms contained in, the Note Purchase Agreement.
Certain defined terms used herein are defined in Section 14 hereof.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Note Purchase Agreement.

1. Interest. The amount outstanding under this Note shall bear
interest from June 28, 1994 until repaid in full at an annual rate equal to
6.8%, payable semi-annually in arrears on the last day of each June and
December, commencing December 31, 1994. Whenever any payment hereunder becomes
due on a day which is not a Business Day, the due date for such payment shall
be extended to the next succeeding Business Day.

2. Method of Payment. The Company will pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts.

3. Exchange.

<PAGE> 2
Membership Interest to a third party pursuant to Section 4.1(b) of the
Securityholders Agreement; (iii) any sale or disposition of all or
substantially all of the assets of LCC; (iv) the purchase by Investor of any
Membership Interest pursuant to Sections 4.1 or 4.2 of the Securityholders
Agreement; and (v) the sale by Investor of all or a portion of the Membership
Interest deliverable upon exchange of this Note pursuant to Section 4.7 of the
Securityholders Agreement. Each of the events referred to in the foregoing
clauses (i) through (v) are hereinafter referred to a "Section 3(a) Event." The
Company shall furnish to Investor notice of the occurrence of a Section 3(a)
Event (other than a Section 3(a) Event referred to in clause (v) above) not
later than 30 days prior thereto.

(b) At the Option of Investor. This Note may be
exchanged, in whole but not in part, at the option of Investor, for that
portion of the Membership Interest held by the Company as of the date hereof
which, together with the 8% Membership Interest issuable upon exchange of the
LCC Note, would aggregate a 20% (subject to adjustment as provided in paragraph
(e) below) Membership Interest in LCC, by written notice of Investor to the
Company (i) at any time during the 45 calendar day period commencing on each of
the third through fifth anniversaries of the Closing Date, which notice shall
set forth the effective date (subject to the provisions of paragraph (f) below)
of the exchange which shall be a date not later than 60 days following the date
of such notice, (ii) at any time during the period commencing upon the receipt
by Investor of the Initial Public Offering Notice and ending on the effective
date of the registration statement filed with the Securities and Exchange
Commission in connection with the Initial Public Offering, which exchange shall
be subject to the consummation of the Initial Public Offering and shall be
deemed to be effective (subject to the provisions of paragraph (f) below
immediately prior to the effectiveness of any Incorporation Transaction
effected in connection with the Initial Public Offering as contemplated by
Section 3.3 of the Securityholders Agreement (or if there shall not occur any
Incorporation Transaction, immediately prior to the closing of the Initial
Public Offering), (iii) if the Company has delivered a Prepayment Notice, at
any time on or prior to the Prepayment Date, (iv) if the Company has delivered
notice to Investor of the occurrence of a Section 3(a) Event (or Investor has
delivered notice to the Company of the exercise of its right referred to in
clause (v) of Section 3(a) to cause the Section 3(a) Event referred to in such
clause (v)), and at such time there shall have occurred and be continuing an
Event of Default, at any time prior to the occurrence of such Section 3(a)
Event, or (v) following the third anniversary of the Closing Date, at any time
during the 15 Business Day period following the notice by LCC to Investor of
the occurrence of any event referred to in Sections 3.3 or 3.4 of the Amended
and Restated Limited Liability Company Agreement, provided, however, that this
Note may not be exchanged pursuant to this clause (v) unless Investor shall
exercise its rights to purchase or sell a Membership Interest under such
Sections 3.3 or 3.4, as the case may be (and the effectiveness of any such
exercise shall be contingent on the occurrence of such purchase or sale). This
Note may not be exchanged by Investor pursuant to this Section 3(b) unless it
shall simultaneously exchange the LCC Note pursuant to Section 3(b) thereof.
Any exercise by Investor of its rights pursuant to clause (ii) of this Section
3(b) may be revoked by Investor in the event that the Initial Public Offering
shall not have been consummated within 120 days of Investor's notice delivered
pursuant to such clause (ii).

(c) At the Option of Company. Unless an Event of Default
has occurred and is continuing, this Note may be exchanged, in whole but not in
part, at the option of the Company, for that portion of the Membership Interest
held by the Company as of the date hereof which, together with the 8%
Membership Interest issuable upon exchange of the LCC Note, would aggregate a
20% (subject to adjustment as provided in paragraph (e) below) Membership
Interest in LCC, by written notice of the Company to Investor (i) at any time
during the 45 calendar day period commencing 15 days following the termination
of each 45 day period during which this Note may be exchanged at the option of
Investor pursuant to

-2-
<PAGE> 3
Section 3(b)(i) hereof, which notice shall set forth the effective date
(subject to the provisions of paragraph (f) below) of the exchange which shall
be a date not later than 60 days following the date of such notice, (ii) at any
time during the period commencing upon the delivery of the Initial Public
Offering which written notice may be included within the Initial Public
Offering Notice) and ending on the effective date of the registration statement
filed with the Securities and Exchange Commission in connection with the
Initial Public Offering, which exchange shall be subject to the consummation of
the Initial Public Offering and shall be deemed to be effective (subject to the
provisions of paragraph (f) below) immediately prior to the effectiveness of
any Incorporation Transaction effected in connection with the Initial Public
Offering as contemplated by Section 3.3 of the Securityholders Agreement (or if
there shall not occur any Incorporation Transaction, immediately prior to the
closing of the Initial Public Offering), or (iii) following the third
anniversary of the Closing Date, at any time during the 15 Business Day period
following the notice by LCC to Investor of the occurrence of any event referred
to in Sections 3.3 or 3.4 of the Amended and Restated Limited Liability Company
Agreement, provided, however, that this Note may not be exchanged pursuant to
this clause (iii) unless Investor shall exercise its rights to purchase or sell
a Membership Interest under such Sections 3.3 or 3.4, as the case may be (and
the effectiveness of any such exercise shall be contingent on the occurrence of
such purchase or sale). This Note may not be exchanged by the Company pursuant
to this Section 3(c) unless LCC shall simultaneously exchange the LCC Note
pursuant to Section 3(c) thereof. Any exercise by the Company of its rights
pursuant to clause (ii) of this Section 3(c) may be revoked by the Company in
the event that the Initial Public Offering shall not have been consummated
within 120 days of the Company's notice delivered pursuant to such clause (ii).

(d) Mutual Agreement of Company and Investor. In
addition to the mandatory and optional exchange of this Note pursuant to
Sections 3(a), (b) and (c) hereof, this Note may be exchanged for that portion
of the Membership Interest held by the Company as of the date hereof which,
together with the 8% Membership Interest issuable upon exchange of the LCC
Note, would aggregate a 20% (subject to adjustment as provided in paragraph (e)
below) Membership Interest in LCC upon the mutual agreement of the Company and
Investor.

(e) Adjustment of Membership Interest Issuable upon
Exchange. Upon the issuance of any additional Membership Interests by LCC
following the Closing Date (other than the issuance of a Membership Interest
upon exchange of the LCC Note) and prior to the exchange of this Note, the
percentage Membership Interest for which this Note may be exchanged shall be
adjusted to a percentage equal to the product of the percentage Membership
Interest issuable upon exchange of this Note immediately prior to the issuance
of such additional Membership Interest times a fraction equal to 100% minus the
additional percentage Membership Interest being issued divided by 100%.

-3-
<PAGE> 4
contemplated for exchange of this Note pursuant to Section 3(a) hereof or the
date of exercise of the right to exchange this Note pursuant to Sections 3(b)
or 3(c) hereof, either Investor or the Company (with respect to an exchange
pursuant to Section 3(a)) or the party exercising such right (with respect to
an exchange pursuant to Sections 3(b) or (c)), may elect to abandon such
exchange in which event this Note shall continue to remain outstanding.

(g) Surrender of Note. By its acceptance of this Note,
Investor agrees to surrender this Note to the Company for cancellation upon the
effectiveness of the exchange of this Note and to take the other actions set
forth in Section 3.1 of the Securityholders Agreement, or, if this Note shall
not be exchanged, to surrender this Note to the Company for cancellation upon
payment in full of all amounts outstanding under this Note. Upon the date
provided for effectiveness of the exchange of this Note, this Note shall no
longer represent the right to receive the principal and interest payment
provided for above but shall be deemed to represent solely the right to receive
the Membership Interest into which it is exchangeable on such date together
with any payment deliverable upon such exchange pursuant to Section 3.2 of the
Securityholders Agreement.

(h) No Obligation to Consummate Initial Public Offering.
Notwithstanding the delivery of the Initial Public Offering Notice or any
exercise by the Investor or the Company of the options to exchange this Note
pursuant to clause (ii) of paragraphs (b) or (c) above, LCC shall have no
obligation to file, or to cause New LCC to file, a registration statement in
connection with an Initial Public Offering or to consummate an Initial Public
Offering if a registration statement is so filed.

(i) No Obligation of Investor. Notwithstanding any other
provision of this Agreement to the contrary, including Section 3(f) above,
Investor shall have no obligation in connection with the transactions
contemplated hereby to (i) agree to any divestiture of any shares of capital
stock, partnership interests, business or businesses, assets or property or
(ii) permit the imposition of any limitations with respect to, or take any
actions which could be adverse to, its businesses or the ownership or exercise
of control over its assets, property, stock and partnership interests.

(j) Disposition of Membership Interest. During such
period as this Note shall be outstanding, the Company shall not transfer that
portion of the Membership Interest deliverable upon exchange of this Note.

4. Events of Default

(a) Events of Default. Each of the following shall
constitute an Event of Default under this Note:

(i) Non-payment of Interest or Principal. If the
Company fails to pay (i) the principal of this Note, when and as
the same becomes due and payable, whether at the maturity thereof
or otherwise, or (ii) any interest payment on this Note when and as
the same becomes due and payable pursuant to Section 1 hereof, and
such failure to pay interest shall have continued for five days; or

(ii) Voluntary Bankruptcy and Insolvency
Proceedings. If the Company, DLCC or any Material LCC Subsidiary
shall file a petition in bankruptcy or for reorganization or for an
arrangement or any composition, readjustment, liquidation,
dissolution or similar relief pursuant to the Federal Bankruptcy
Code of 1978 or under any similar present or future federal law or
the law of any other jurisdiction or shall be adjudicated a
bankrupt or become insolvent, or consent to the

-4-
<PAGE> 5
appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar
official) of the Company, LCC or such Material LCC Subsidiary or
for all or any substantial part of its property, or shall make an
assignment for the benefit of its creditors, or shall admit in
writing its inability to pay its debts generally as they become
due, or shall take any corporate action, as the case may be, in
furtherance of any of the foregoing; or

(iii) Adjudication of Bankruptcy. If a petition or
answer shall be filed proposing the adjudication of the Company,
LCC or any Material LCC Subsidiary as bankrupt or its
reorganization or arrangement, or any composition, readjustment,
liquidation, dissolution or similar relief with respect to it
pursuant to the Federal Bankruptcy Code of 1978 or under any
similar present or future federal law or the law of any other
jurisdiction applicable to the Company, LCC or such Material LCC
Subsidiary and the Company, LCC or such Material LCC Subsidiary
shall consent to or acquiesce in the filing thereof, or such
petition or answer shall not be discharged, stayed or denied within
60 days after the filing thereof: or

(iv) Receivership or Sequestration. If a decree
or order is rendered by a court having jurisdiction (A) for the
appointment of a receiver or custodian or liquidator or trustee or
sequestrator or assignee (or similar official) in bankruptcy or
insolvency of the Company, LCC or any Material LCC Subsidiary, or
of all or a substantial part of its property, or for the winding up
or liquidation of its affairs, and such decree or order shall have
remained in force undischarged and unstayed for a period of 30
days, or (B) for the sequestration or attachment of any property of
the Company, LCC or any Material LCC Subsidiary without its return
to the possession of the Company, LCC or such Material LCC
Subsidiary, or its release from such sequestration or attachment
within 60 days thereafter.

(v) Event of Default Under LCC Note. Any Event
of Default under the LCC Note.

(b) Acceleration. If any Event of Default shall have
occurred and be continuing, Investor may, by notice to the Company, declare the
entire outstanding principal of this Note, and all accrued and unpaid interest
thereon, to be due and payable immediately, and upon any such declaration the
entire outstanding principal of this Note, and said accrued and unpaid
interest, shall become immediately due and payable, without presentment,
demand, protest or other notice whatsoever, all of which are hereby expressly
waived, anything in this Note to the contrary notwithstanding, provided that if
an Event of Default under clauses (ii), (iii) or (iv) of Section 4(a) shall
have occurred with respect to the Company, the outstanding principal amount of
this Note, and all accrued and unpaid interest thereon, shall immediately
become due and payable, without any declaration and without presentment,
demand, protest or other notice whatsoever, all of which are hereby expressly
waived, anything in this Note to the contrary notwithstanding.

(c) Other Remedies. If any Event of Default shall have
occurred and be continuing, Investor may enforce its rights by suit in equity,
by action at law, or by any other appropriate proceedings, whether for the
specific performance (to the extent permitted by law) of any covenant or
agreement contained in the Note Purchase Agreement or in this Note or in the
aid of the exercise of any power granted in the Note Purchase Agreement or in
this Note, and Investor may enforce the payment of this Note and any of its
other legal or equitable rights.

(d) Conduct No Waiver: Collection Expenses. No course of
dealing on the part of Investor, nor any delay or failure on the part of
Investor to exercise any of its

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<PAGE> 6
rights, shall operate as a waiver of such right or otherwise prejudice
Investor's rights, powers and remedies. If the Company fails to pay, when due,
the principal or the interest on this Note, the Company will pay to Investor,
to the extent permitted by law, on demand, such further amounts as shall be
sufficient to cover the cost and expenses, including but not limited to all
reasonable attorneys' fees, incurred by Investor in collecting any sums due on
this Note. If the Company fails to comply with any provision of the Note
Purchase Agreement, the Company will pay to Investor, to the extent permitted
by law, on demand, such further amounts as shall be sufficient to cover the
costs and expenses, including, but not limited to, all reasonable attorneys'
fees incurred by Investor in enforcing any of its rights.

(e) Remedies Cumulative. No right or remedy conferred
upon or reserved to Investor under the Note Purchase Agreement or this Note is
intended to be exclusive of any other right or remedy, and every right and
remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing under applicable law. Every right
and remedy given by the Note Purchase Agreement or by applicable law to
Investor may be exercised from time to time and as often as may be deemed
expedient by Investor.

5. Prepayment. This Note, together with any accrued and unpaid
interest payable pursuant to Section 1 hereof, may be prepaid, in whole but not
in part, by the Company without premium or penalty, not less than 30 nor more
than 60 days after the receipt by Investor of written notice from the Company
(the "Prepayment Notice") fixing the date for prepayment (the "Prepayment
Date").

6. Subordination. Upon any payment or distribution of the
assets of the Company to creditors upon a total or partial liquidation or a
total or partial dissolution of the Company or in a bankruptcy, insolvency,
receivership, reorganization or similar proceeding relating to the Company or
its property, (i) holders of Senior Debt shall be entitled to receive payment
in full of the Senior Debt before Investor shall be entitled to receive any
payment of principal or interest on this Note, and (ii) until the Senior Debt
is paid in full, any such distribution to which Investor would be entitled but
for this Section 6 shall be made to holders of Senior Debt as their interests
may appear, except that Investor may receive securities that are subordinated
to Senior Debt to at least the same extent as this Note.

7. Amendments and Waivers. No amendment or waiver or
modification to this Note shall be effective unless in writing and signed by
the Company and Investor.

8. Assignment. Investor may not, without the prior written
consent of the Company, transfer or assign to any Person all or any portion of
this Note; provided, however, that Investor may assign this Note and its rights
hereunder to (i) any purchaser of at least 50% of the assets of MCI
Communications Corporation, a Delaware corporation ("MCI"), (ii) any majority
owned subsidiary of MCI, or (iii) any entity other than an entity referred to
in clauses (i) or (ii) above in which MCI shall own an equity interest provided
that the assignment to any such entity shall have been consented to in writing
by the Company, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, any assignee of Investor pursuant to the
immediately preceding clauses (i) or (iii) shall concurrently with or prior to
such assignment enter into a service agreement of comparable scope (in terms of
both duration and economic value to LCC) to the Service Agreement referred to
in Section 5.3 of the Note Purchase Agreement (the "Service Agreement") and
under which such assignee shall engage LCC as the provider of all services,
hardware and software to the extent provided for in the Service Agreement.
Investor agrees, by its acceptance of this Note, that in connection with any
such permitted

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<PAGE> 7
assignment it shall cause the assignee to assume all obligations of Investor
under, and shall transfer to such assignee all of Investor's rights under, the
Securityholders Agreement. Any assignee of Investor pursuant to this Section 8
shall also be an assignee of Investor pursuant to Section 8 of the LCC Note.

9. Notice. All notices or other communications (collectively,
"notices") provided for or permitted to be given hereunder shall be in writing
and shall be given by depositing the notice in the United States mail,
addressed to the Person to be notified, postage paid and registered or
certified with return receipt requested, or by such notice being delivered in
person or by facsimile transmission to such party. Unless otherwise expressly
set forth herein, notices given or served pursuant hereto shall be effective
upon receipt by the Person to be notified. All notices to be sent to the
Company or Investor shall be sent to or made at the address set forth below for
such Person or such other address as that Person may specify by notice to the
other Person.

If to Investor, as follows:

MCI Telecommunications Corporation
1801 Pennsylvania Ave. N.W.
Washington, D.C. 20006

Telephone: (202) 887-2375
Fax: (202) 887-2390
Attn: Chief Technology Officer

and

Telephone: (202) 887-2016
Fax: (202) 887-2195
Attn: General Counsel

With a copy to:

Fried, Frank, Harris, Shriver & Jacobson
Suite 800, 1001 Pennsylvania Avenue
Washington, D.C. 20004

Telephone: (202) 639-7000
Fax: (202) 639-7003
Attn: Andrew P. Varney, Esq.

If to the Company, as follows:

Dr. Rajendra Singh/Mr. Piyush Sodha
Telcom Ventures, L.L.C.
Arlington Courthouse II
2300 Clarendon Blvd., Suite 800
Arlington, Virginia 22201

Telephone: (703) 351-6666
Fax: (703) 516-4950
Attn: Dr. Rajendra Singh/Mr. Piyush Sodha

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<PAGE> 8
With a copy to:

John S. Fischer, Esq.
Telcom Ventures, L.L.C.
Arlington Courthouse II
2300 Clarendon Blvd., Suite 800
Arlington, Virginia 22201

Telephone: (703) 351-6666
Fax: (703) 516-4950
Attn: John S. Fischer, Esq.

10. No Recourse Against Others. No member or officer of the
Company, as such, shall have any liability for any obligations of the Company
under this Note or for any claim based on, in respect of or by reason of such
obligations of their creation. Investor, by accepting this Note, waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of this Note.

11. Governing Law. THE INTERNAL LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF, SHALL GOVERN THIS
NOTE AND ITS CONSTRUCTION.

12. Successors. This Note shall be binding upon the Company and
its successors, and shall inure to the benefit of Investor and its permitted
successors and assigns.

13. Severability. In case any provision of this Note shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

14. Certain Defined Terms.

"Amended and Restated Limited Liability Company Agreement" means the
Amended and Restated Limited Liability Company Agreement of LCC attached as
Exhibit A to the Securityholders Agreement.

"Business Day" means any day other than a Saturday, Sunday or a
holiday on which national banking associations in New York City are required or
permitted by law to be closed.

"Closing Date" means June 27, 1994.

"Company" means Telcom Ventures, L.L.C., a Delaware limited liability
company.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

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<PAGE> 9
3.3 of the Securityholders Agreement, the initial public offering of Membership
Interests in LCC.

"Initial Public Offering Notice" shall mean a notice by the Company
or LCC to the Investor of the determination of the Members Committee to file a
registration statement with the Securities and Exchange Commission in
connection with an Initial Public Offering, which notice will be furnished by
the Company or LCC as soon as practicable following any such determination by
the Members Committee.

"Investor" means MCI Telecommunications Corporation, a Delaware
corporation.

"LCC Note" means that Subordinated Note Due 2000 of LCC issued
pursuant to the Note Purchase Agreement in the principal amount of $20,000,000.

"LCC" means LCC, L.L.C., a Delaware limited liability company.

"Material LCC Subsidiary" shall mean any majority-owned subsidiary of
LCC which accounts for at least 20% of the consolidated net income of LCC and
its subsidiaries.

"Members Committee" means the Members Committee of LCC established
pursuant to the Limited Liability Company Agreement.

"Membership Interest" means a limited liability company interest in
LCC, including rights to distributions (liquidating or otherwise), allocations,
information and to consent or approve.

"New LCC" means a corporation formed by LCC for the purposes of
effecting an Initial Public Offering as contemplated by Section 3.3 of the
Securityholders Agreement.

"Person" means any natural person or entity.

"Prepayment Date" shall have the meaning set forth in Section 5
hereof.

"Prepayment Notice" shall have the meaning set forth in Section 5
hereof.

"Section 3(a) Event" shall have the meaning set forth in Section 3(a)
hereof.

"Securityholders Agreement" means the Securityholders Agreement dated
as of June 27, 1994 among the Company, Investor, LCC, TC Group, L.L.C., a
Delaware limited liability company, and LCC incorporated.

"Senior Debt" means: (i) any liability of the Company owed to any
parry not an affiliate of the Company (a) for borrowed money, (b) evidenced by
a note, debenture, bond or other instrument of indebtedness or (c) for the
payment of money relating to a capitalized lease obligation; (ii) any liability
of others described in the preceding clause (i) which the Company has
guaranteed or which is otherwise its legal liability; and (iii) any amendment,
renewal, extension or refunding of any liability of the types referred to in
clauses (i) and (ii) above.

15. Waiver of Presentment, Demand and Dishonor. The Company
hereby waives presentment for payment, protest, demand, notice of protest,
notice of nonpayment and diligence with respect to this Note.

-9-
<PAGE> 10

-10-
<PAGE> 11
IN WITNESS WHEREOF, Telcom Ventures L.L.C. has caused this Note to be
executed on its behalf by the signature of its duly authorized officer.

TELCOM VENTURES, L.L.C.

BY: /s/ Rajendra Singh
-------------------------------------
Name: RAJENDRA SINGH
Title: PRESIDENT

-11-

<PAGE> 1
EXHIBIT 10.10

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOTE BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT
AND STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET
FORTH IN THE SECURITY HOLDERS AGREEMENT DATED AS OF JUNE 28, 1994 AMONG TELCOM
VENTURES, L.L.C., LCC. INCORPORATED, TC GROUP, L.L.C., LCC, L.L.C. AND MCI
TELECOMMUNICATIONS CORPORATION.

SUBORDINATED NOTE DUE 2000

June 28, 1994

$20,000,000

LCC, L.L.C., a Delaware limited liability company (the "Company"),
promises to pay to the order of MCI TELECOMMUNICATIONS CORPORATION, a Delaware
corporation ("Investor"), at the offices of Investor at 1801 Pennsylvania Ave.,
N.W., Washington, D.C. 20006, the principal sum of Twenty Million Dollars
($20,000,000), together with all accrued and unpaid interest on this Note, on
June 28, 2000. This Subordinated Note Due 2000 (this "Note") has been issued
pursuant to the Note Purchase Agreement dated June 28, 1994 (the "Note Purchase
Agreement"), among the Company, Telcom Ventures, L.L.C., a Delaware limited
liability company ("Telcom"), and Investor. This Note is entitled to the
benefits of, and is subject to the terms contained in, the Note Purchase
Agreement. Certain defined terms used herein are defined in Section 14 hereof.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Note Purchase Agreement.

1. Interest. The amount outstanding under this Note shall bear interest
from June 28, 1994 until repaid in full at an annual rate equal to 6.8%,
payable semi-annually in arrears on the last day of each June and December,
commencing December 31, 1994. Whenever any payment hereunder becomes due on a
day which is not a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day.

2. Method of Payment. The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.

3. Exchange.

(a) Mandatory Exchange. Unless an Event of Default has occurred and
is continuing, this Note will be exchanged, in whole but not in part (except
with respect to an exchange pursuant to clause (v) below, which exchange shall
be for only that portion of the Membership Interest issuable upon exchange of
this Note being sold by Investor pursuant to Section 4.7 of the Securityholders
Agreement) for a Membership Interest equal to an 8% (subject to adjustment as
provided in paragraph (e) below) Membership Interest in the Company, effective
(subject to the provisions of paragraph (f) below) immediately prior to the
occurrence of the first to occur of any of the following events: (i) any
merger or consolidation of the Company (other than a merger or consolidation in
which the Company is the surviving corporation or a merger or consolidation in
connection with an Initial Public Offering as contemplated by Section 3.3 of
the Securityholders Agreement); (ii) the transfer by Telcom of all of its
Membership Interest to a third party pursuant to Section 4.1(b) of the
Securityholders Agreement; (iii) any sale or disposition of all or
substantially all of the assets of the Company; (iv) the purchase by
<PAGE> 2
Investor of any Membership Interest pursuant to Sections 4.1 or 4.2 of the
Securityholders Agreement; and (v) the sale by Investor of all or a portion of
the Membership Interest issuable upon exchange of this Note pursuant to Section
4.7 of the Securityholders Agreement. Each of the events referred to in the
foregoing clauses (i) through (v) are hereinafter referred to as a "Section
3(a) Event." The Company shall furnish to Investor notice of the occurrence of
a Section 3(a) Event (other than a Section 3(a) Event referred to in clause (v)
above) not later than 30 days prior thereto.

(b) At the Option of Investor. This Note may be exchanged, in whole
but not in part, at the option of Investor, for a Membership Interest equal to
an 8% (subject to adjustment as provided in paragraph (e) below) Membership
Interest in the Company, by written notice of Investor to the Company (i) at
any time during the 45 calendar day period commencing on each of the third
through fifth anniversaries of the Closing Date, which notice shall set forth
the effective date (subject to the provisions of paragraph (f) below) of the
exchange which shall be a date not later than 60 days following the date of
such notice, (ii) at any time during the period commencing upon the receipt by
Investor of the Initial Public Offering Notice and ending on the effective date
of the registration statement filed with the Securities and Exchange Commission
in connection with the Initial Public Offering, which exchange shall be subject
to the consummation of the Initial Public Offering and shall be deemed to be
effective (subject to the provisions of paragraph (f) below) immediately prior
to the effectiveness of any Incorporation Transaction effected in connection
with the Initial Public Offering as contemplated by Section 3.3 of the
Securityholders Agreement (or if there shall not occur any Incorporation
Transaction, immediately prior to the closing of the Initial Public Offering),
(iii) if the Company has delivered a Prepayment Notice, at any time on or prior
to the Prepayment Date, (iv) if the Company has delivered notice to Investor of
the occurrence of a Section 3(a) Event (or Investor has delivered notice to
Telcom of the exercise of its right referred to in clause (v) of Section 3(a)
to cause the Section 3(a) Event referred to in such clause (v)), and at such
time there shall have occurred and be continuing an Event of Default, at any
time prior to the occurrence of such Section 3(a) Event, or (v) following the
third anniversary of the Closing Date, at any time during the 15 Business Day
period following the notice by the Company to Investor of the occurrence of any
event referred to in Sections 3.3 or 3.4 of the Amended and Restated Limited
Liability Company Agreement, provided, however, that this Note may not be
exchanged pursuant to this clause (v) unless Investor shall exercise its rights
to purchase or sell a Membership Interest under such Sections 3.3 or 3.4, as
the case may be (and the effectiveness of any such exercise shall be contingent
on the occurrence of such purchase or sale). This Note may not be exchanged by
Investor pursuant to this Section 3(b) unless it shall simultaneously exchange
the Telcom Note pursuant to Section 3(b) thereof. Any exercise by Investor of
its rights pursuant to clause (ii) of this Section 3(b) may be revoked by
Investor in the event that the Initial Public Offering shall not have been
consummated within 120 days of Investor's notice delivered pursuant to such
clause (ii).

(c) At the Option of Company. Unless an Event of Default has
occurred and is continuing, this Note may be exchanged, in whole but not in
part, at the option of the Company, for a Membership Interest equal to an 8%
(subject to adjustment as provided in paragraph (e) below) Membership Interest
in the Company, by written notice of the Company to Investor (i) at any time
during the 45 calendar day period commencing 15 days following the termination
of each 45 day period during which this Note may be exchanged at the option of
Investor pursuant to Section 3(b)(i) hereof, which notice shall set forth the
effective date (subject to the provisions of paragraph (f) below) of the
exchange which shall be a date not later than 60 days following the date of
such notice, (ii) at any time during the period commencing upon the delivery of
the Initial Public Offering Notice (which written notice may be included within
the Initial Public Offering Notice) and ending on the effective date of the
registration statement filed with the Securities and Exchange Commission in
connection with the Initial Public Offering, which exchange shall be subject to
the consummation of the Initial Public Offering and shall be

- 2 -
<PAGE> 3
deemed to be effective (subject to the provisions of paragraph (f) below)
immediately prior to the effectiveness of any Incorporation Transaction
effected in connection with the Initial Public Offering as contemplated by
Section 3.3 of the Securityholders Agreement (or if there shall not occur any
Incorporation Transaction, immediately prior to the closing of the Initial
Public Offering), or (iii) following the third anniversary of the Closing Date,
at any time during the 15 Business Day period following the notice by the
Company to Investor of the occurrence of any event referred to in Sections 3.3
or 3.4 of the Amended and Restated Limited Liability Company Agreement,
provided, however, that this Note may not be exchanged pursuant to this clause
(iii) unless Investor shall exercise its rights to purchase or sell a
Membership Interest under such Sections 3.3 or 3.4, as the case may be (and the
effectiveness of any such exercise shall be contingent on the occurrence of
such purchase or sale). This Note may not be exchanged by the Company pursuant
to this Section 3(c) unless it shall simultaneously exchange the Telcom Note
pursuant to Section 3(c) thereof. Any exercise by the Company of its rights
pursuant to clause (ii) of this Section 3(c) may be revoked by the Company in
the event that the Initial Public Offering shall not have been consummated
within 120 days of the Company's notice delivered pursuant to such clause (ii).

(d) Mutual Agreement of Company and Investor. In addition to the
mandatory and optional exchange of this Note pursuant to Sections 3(a), (b) and
(c) hereof, this Note may be exchanged for a Membership Interest equal to an 8%
(subject to adjustment as provided in paragraph (e) below) Membership Interest
in the Company upon the mutual agreement of the Company and Investor.

(e) Adjustment of Membership Interest Issuable upon Exchange. Upon
the issuance of any additional Membership Interests by the Company following
the Closing Date and prior to the exchange of this Note, the percentage
Membership Interest for which this Note may be exchanged shall be adjusted to a
percentage equal to the product of the percentage Membership Interest issuable
upon exchange of this Note immediately prior to the issuance of such additional
Membership Interest times a fraction equal to 100% minus the additional
percentage Membership Interest being issued divided by 100%.

(f) Consents. Notwithstanding anything to the contrary contained in
this Agreement, this Note may not be exchanged for a Membership Interest unless
all required consents, approvals, orders or authorizations of, or
registrations, declarations or filings with, any court, administrative agency
or commission or other governmental authority or instrumentality in connection
with such exchange, including, without limitation, the expiration or
termination of any waiting periods under the HSR Act, have been made or
obtained. The Company shall, and by its acceptance of this Note Investor
agrees to, use its reasonable efforts to make or obtain all such consents,
approvals, orders, authorizations, registrations, declarations or filings as
promptly as practicable; provided, however, that in the event that despite the
use of such reasonable efforts by the Company and Investor all such consents,
approvals, orders, authorizations, registrations, declarations or filings have
not been obtained or made within a period of nine months from the date
contemplated for exchange of this Note pursuant to Section 3(a) hereof or the
date of exercise of the right to exchange this Note pursuant to Sections 3(b)
or 3(c) hereof, either Investor or the Company (with respect to an exchange
pursuant to Section 3(a)) or the party exercising such right (with respect to
an exchange pursuant to Sections 3(b) or (c)), may elect to abandon such
exchange in which event this Note shall continue to remain outstanding.

- 3 -
<PAGE> 4
outstanding under this Note. Upon the date provided for effectiveness of the
exchange of this Note, this Note shall no longer represent the right to receive
the principal and interest payment provided for above but shall be deemed to
represent solely the right to receive the Membership Interest into which it is
exchangeable on such date together with any payment deliverable upon such
exchange pursuant to Section 3.2 of the Securityholders Agreement.

(h) No Obligation to Consummate Initial Public Offering.
Notwithstanding the delivery of the Initial Public Offering Notice or any
exercise by the Investor or the Company of the options to exchange this Note
pursuant to clause (ii) of paragraph (b) or (c) above, the Company shall have
no obligation to file, or to cause New LCC to file, a registration statement in
connection with an Initial Public Offering or to consummate an Initial Public
Offering if a registration statement is so filed.

(i) No Obligation of Investor. Notwithstanding any other provision
of this Agreement to the contrary, including Section 3(f) above, Investor shall
have no obligation in connection with the transactions contemplated hereby to
(i) agree to any divestiture of any shares of capital stock, partnership
interest, business or businesses, assets or property or (ii) permit the
imposition of any limitations with respect to, or take any actions which could
be adverse to, its businesses or the ownership or exercise of control over its
assets, property, stock and partnership interests.

4. Events of Default

(a) Events of Default. Each of the following shall constitute an
Event of Default under this Note:

(i) Non-payment of Interest or Principal. If the Company
fails to pay (i) the principal of this Note, when and as the same becomes due
and payable, whether at the maturity thereof or otherwise, or (ii) any interest
payment on this Note when and as the same becomes due and payable pursuant to
Section 1 hereof, and such failure to pay interest shall have continued for
five days; or

(ii) Voluntary Bankruptcy and Insolvency Proceedings. If
the Company or any Material LCC Subsidiary shall file a petition in bankruptcy
or for reorganization or for an arrangement or any composition, readjustment,
liquidation, dissolution or similar relief pursuant to the Federal Bankruptcy
Code of 1978 or under any similar present or future federal law or the law of
any other jurisdiction or shall be adjudicated a bankrupt or become insolvent,
or consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Company or such Material LCC Subsidiary or for all or any
substantial part of its property, or shall make an assignment for the benefit
of its creditors, or shall admit in writing its inability to pay its debts
generally as they become due, or shall take any corporate action, as the case
may be, in furtherance of any of the foregoing; or

(iii) Adjudication of Bankruptcy. If a petition or answer
shall be filed proposing the adjudication of the Company or any Material LCC
Subsidiary as bankrupt or its reorganization or arrangement, or any
composition, readjustment, liquidation, dissolution or similar relief with
respect to it pursuant to the Federal Bankruptcy Code of 1978 or under any
similar present or future federal law or the law of any other jurisdiction
applicable to the Company or such Material LCC Subsidiary and the Company or
such Material LCC Subsidiary shall consent to or acquiesce in the filing
thereof, or such petition or answer shall not be discharged, stayed or denied
within 60 days after the filing thereof; or

- 4 -
<PAGE> 5
(iv) Receivership or Sequestration. If a decree or order
is rendered by a court having jurisdiction (A) for the appointment of a
receiver or custodian or liquidator or trustee or sequetrator or assignee ( or
similar official) in bankruptcy or insolvency of the Company or any Material
LCC Subsidiary, or of all or a substantial part of its property, or for the
winding-up or liquidation of its affairs, and such decree or order shall have
remained in force undischarged and unstayed for a period of 30 days, or (B) for
the sequestration or attachment of any property of Telcom Company or any
Material LCC Subsidiary without its return to the possession of the Company or
such Material LCC Subsidiary, or its release from such sequestration or
attachment within 60 days thereafter.

(v) Event of Default Under Telcom Note. Any Event of
Default under the Telcom Note.

(b) Acceleration. If any Event of Default shall have occurred and
be continuing, Investor may, by notice to the Company, declare the entire
outstanding principal of this Note, and all accrued and unpaid interest
thereon, to be due and payable immediately, and upon any such declaration the
entire outstanding principal of this Note, and said accrued and unpaid
interest, shall become immediately due and payable, without presentment,
demand, protest or other notice whatsoever, all of which are hereby expressly
waived, anything in this Note to the contrary notwithstanding, provided that if
an Event of Default under clauses (ii), (iii) or (iv) of Section 4(a) shall
have occurred with respect to the Company, the outstanding principal amount of
this Note, and all accrued and unpaid interest thereon, shall immediately
become due and payable, without any declaration and without presentment,
demand, protest or other notice whatsoever, all of which are hereby expressly
waived, anything in this Note to the contrary notwithstanding.

(c) Other Remedies. If any Event of Default shall have occurred and
be continuing, Investor may enforce its rights by suit in equity, by action at
law, or by any other appropriate proceedings, whether for the specific
performance (to the extent permitted by law) of any covenant or agreement
contained in the Note Purchase Agreement or in this Note or in the aid of the
exercise of any power granted in the Note Purchase Agreement or in this Note,
and Investor may enforce the payment of this Note and any of its other legal or
equitable rights.

(d) Conduct No Waiver; Collection Expenses. No course of dealing on
the part of Investor, nor any delay or failure on the part of Investor to
exercise any of its rights, shall operate as a waiver of such right or
otherwise prejudice Investor's rights, powers and remedies. If the Company
fails to pay, when due, the principal or the interest on this Note, the Company
will pay to Investor, to the extend permitted by law, on demand, such further
amounts as shall be sufficient to cover the cost and expenses, including but
not limited to all reasonable attorneys' fees, incurred by Investor in
collecting any sums due on this Note. If the Company fails to comply with any
provision of the Note Purchase Agreement, the Company will pay to Investor, to
the extent permitted by law, on demand, such further amounts as shall be
sufficient to cover the costs and expenses, including, but not limited to, all
reasonable attorneys' fees incurred by Investor in enforcing any of its rights.

(e) Remedies Cumulative. No right or remedy conferred upon or
reserved to Investor under the Note Purchase Agreement or this Note is intended
to be exclusive of any other right or remedy, and every right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing under applicable law. Every right and remedy
given by the Note Purchase Agreement or by applicable law to Investor may be
exercised from time to time and as often as may be deemed expedient by
Investor.

- 5 -
<PAGE> 6
5. Prepayment. This Note, together with any accrued and unpaid interest
payable pursuant to Section 1 hereof, may be prepaid, in whole but no in part,
by the Company without premium or penalty, not less than 30 nor more than 60
days after the receipt by Investor of written notice from the Company (the
"Prepayment Notice") fixing the date for prepayment (the "Prepayment Date").

6. Subordination. Upon any payment or distribution of the assets of the
Company to creditors upon a total or partial liquidation or a total or partial
dissolution of the Company or in a bankruptcy, insolvency, receivership,
reorganization or similar proceeding relating to the Company or its property,
(i) holders of Senior Debt shall be entitled to receive payment in full of the
Senior Debt before Investor shall be entitled to receive any payment of
principal or interest on this Note, and (ii) until the Senior Debt is paid in
full, any such distribution to which Investor would be entitled but for this
Section 6 shall be made to holders of Senior Debt as their interests may
appear, except that Investor may receive securities that are subordinated to
Senior Debt to at least the same extent as this Note.

7. Amendments and Waivers. No amendment or waiver or modification to
this Note shall be effective unless in writing and signed by the Company and
Investor.

8. Assignment. Investor may not, without the prior written consent of
the Company, transfer or assign to any Person all or any portion of this Note:
provided, however, that Investor may assign this Note and its rights hereunder
to (i) any purchaser of at least 50% of the assets of MCI Communications
Corporation, a Delaware corporation ("MCI"), (ii) any majority owned subsidiary
of MCI, or (iii) any entity other than an entity referred to in clauses (i) or
(ii) above in which MCI shall own an equity interest provided that the
assignment to any such entity shall have been consented to in writing by the
Company, which consent shall not be unreasonably withheld. Notwithstanding the
foregoing, any assignee of Investor pursuant to the immediately preceding
clauses (i) or (iii) shall concurrently with or prior to such assignment enter
into a service agreement of comparable scope (in terms of both duration and
economic value to the Company) to the Service Agreement referred to in Section
5.3 of the Note Purchase Agreement (the "Service Agreement") and under which
such assignee shall engage the Company as the provider of all services,
hardware and software to the extent provided for in the Service Agreement.
Investor agrees, by its acceptance of this Note, that in connection with any
such permitted assignment it shall cause the assignee to assume all obligations
of Investor under, and shall transfer to such assignee all of Investor's rights
under, the Securityholders Agreement. Any assignee of Investor pursuant to
this Section 8 shall also be an assignee of Investor pursuant to Section 8 of
the Telcom Note.

- 6 -
<PAGE> 7
If to Investor, as follows:

MCI Telecommunications Corporation
1801 Pennsylvania Ave., N.W.
Washington, D.C. 20006

Telephone: (202) 887-2375
Fax: (202) 887-2390
Attn.: Chief Technology Officer

and

Telephone: (202) 887-2016
Fax: (202) 887-2195
Attn.: General Counsel

With a copy to:

Fried, Frank, Harris, Shriver & Jacobson
Suite 800, 1001 Pennsylvania Avenue
Washington, D.C. 20004

Telephone: (202) 639-7000
Fax: (202) 639-7003
Attn.: Andrew P. Varney, Esq.

If to the Company, as follows:

Dr. Rajendra Singh/Mr. Piyush Sodha
LCC, L.L.C.
Arlington Courthouse II
2300 Clarendon Blvd., Suite 800
Arlington, Virginia 22201

Telephone: (703) 351-6666
Fax: (703) 516-4950
Attn.: Dr. Rajendra Singh/Mr. Piyush Sodha

With a copy to:

John S. Fischer, Esq.
LCC, L.C.C.
Arlington Courthouse II
2300 Clarendon Blvd., Suite 800
Arlington, Virginia 22201

Telephone: (703) 351-6666
Fax: (703) 516-4950
Attn.: John S. Fischer, Esq.

- 7 -
<PAGE> 8
10. No Recourse Against Others. No member or officer of the Company, as
such, shall have any liability for any obligations of the Company under this
Note or for any claim based on, in respect of or by reason of such obligations
of their creation. Investor, by accepting this Note, waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of this Note.

11. Governing Law. THE INTERNAL LAW OF THE STATE OF DELAWARE, WITHOUT
REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF, SHALL GOVERN THIS NOTE AND
ITS CONSTRUCTION.

12. Successors. This Note shall be binding upon the Company and its
successors, and shall inure to the benefit of Investor and its permitted
successors and assigns.

13. Severability. In case any provision of this Note shall be invalid,
illegal or unenforceable, the validity, legality and enforceabilty of the
remaining provisions shall not in any way be affected or impaired thereby.

14. Certain Defined Terms.

"Amended and Restated Limited Liability Company Agreement" means the
Amended and Restated Limited Liability Company Agreement of the Company
attached as Exhibit A to the Securityholders Agreement.

"Business Day" means any day other than a Saturday, Sunday or a
holiday on which national banking associations in New York City are required or
permitted by law to be closed.

"Closing Date" means June 27, 1994.

"Company" means LCC, L.L.C., a Delaware limited liability company.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Initial Public Offering" means the initial underwritten public
offering of the capital stock of New LCC or, if the Members Committee
determines that interests in a limited liability company (such as the Company)
may be offered to the public as described in Section 3.3 of the Securityholders
Agreement, the initial public offering of Membership Interests in the Company.

"Initial Public Offering Notice" shall mean a notice by the Company
to the Investor of the determination of the Members Committee to file a
registration statement with the Securities and Exchange Commission in
connection with an Initial Public Offering, which notice will be furnished by
the Company as soon as practicable following any such determination by the
Members Committee.

"Investor" means MCI Telecommunications Corporation, a Delaware
corporation.

"Material LCC Subsidiary" shall mean any majority-owned subsidiary of
the Company which accounts for at least 20% of the consolidated net income of
the Company and its subsidiaries.

"Members Committee" means the Members Committee of LCC established
pursuant to the Limited Liability Company Agreement of LCC.

- 8 -
<PAGE> 9
"Membership Interest" means a limited liability company interest in
LCC, including rights to distributions (liquidating or otherwise), allocations,
information and to consent or approve.

"New LCC" means a corporation formed by LCC for the purposes of
effecting an Initial Public Offering as contemplated by Section 3.3 of the
Securityholders Agreement.

"Person" means any natural person or entity.

"Prepayment Date" shall have the meaning as set forth in Section 5
hereof.

"Prepayment Notice" shall have the meaning set forth in Section 5
hereof.

"Section 3(a) Event" shall have the meaning set forth in Section 3(a)
hereof.

"Securityholders Agreement" means the Securityholders Agreement dated
as of June 27, 1994 among the Company, Telcom, Investor, TC Group, L.L.C., a
Delaware limited liability company, and LCC Incorporated.

"Senior Debt" means: (i) any liability of the Company owed to any
party not an affiliate of the Company (a) for borrowed money, (b) evidenced by
a note, debenture, bond or other instrument of indebtedness or (c) for the
payment of money relating to a capitalized lease obligation; (ii) any liability
of others described in the preceding clause (i) which the Company has
guaranteed or which is otherwise its legal liability; and (iii) any amendment,
renewal, extension or refunding of any liability of the types referred to in
clauses (i) and (ii) above.

"Telcom" means Telcom Ventures, L.L.C., a Delaware limited liability
company.

"Telcom Note" means that Subordinated Note Due 2000 of Telcom issued
pursuant to the Note Purchase Agreement in the principal amount of $30,000,000.

15. Waiver of Presentment, Demand and Dishonor. The Company hereby
waives presentment for payment, protest, demand, notice of protest, notice of
nonpayment and diligence with respect to this Note.

IN WITNESS WHEREOF, LCC, L.L.C. has caused this Note to be executed on its
behalf by the signature of its duly authorized officer.

LCC, L.L.C.

By: /s/ Rajendra Singh
-----------------------
Name: RAJENDRA SINGH
Title: PRESIDENT

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<PAGE> 1
EXHIBIT 10.16

AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT ("Agreement") amends
and restates that certain Shareholders' Rights Agreement entered into as of
November 30, 1995 by and among NextWave Telecom Inc., a Delaware corporation
("Company") and certain investors all of whose names appear on the signature
pages to this Agreement. This Agreement is entered into effective as of
February ___, 1996 (the "Effective Date") by and among the Company and the
investors whose names appear on the signature pages to this Agreement, each of
whom is referred to in this Agreement as a "Shareholder" and collectively, as
the "Shareholders." As indicated on the signature page(s) hereto, some of the
shareholders are holders of Series A Common Stock of the Company ("Series A
Shares"), some of the shareholders are holders of Series B Common Stock of the
Company ("Series B Shares"), and some of the shareholders are holders of Series
C Common Stock of the Company ("Series C Shares"). Shareholders holding Series
A Shares are collectively referred to as "Series A Shareholders." Shareholders
holding Series B Shares, whether received in an initial issuance by the Company
or as a result of conversion of securities convertible into Series B Shares, or
rights to purchase Series B Common Stock by conversion of a convertible
promissory note ("Convertible Note") are collectively referred to as "Series B
Shareholders." Shareholders holding Series C Shares are collectively referred
to as "Series C Shareholders."

This Agreement is made with reference to the following facts:

A. The Series A Shareholders collectively own at present all of the issued
and outstanding Series A Shares.

B. The Series B Shareholders collectively own at present all of the issued
and outstanding Series B Shares and certain Series B Shareholders own that
number of warrants exercisable into Series B Shares (collectively "Series B
Warrants") as set forth opposite their names on Exhibit "A" attached hereto and
incorporated herein by this reference.

C. The Series C Shareholders collectively own at present all of the issued
and outstanding Series C Shares.

D. The parties have determined that it is in the best interests of the
Company and to the mutual advantage of the Shareholders to provide for
continuity and stability in the Company's management and ownership, by setting
forth the terms and conditions whereby the Shareholders may participate in
certain issuances by the Company and the Series B Shareholders may transfer all
or a portion of their Securities (as defined herein) under certain
circumstances.

<PAGE> 2

NOW, THEREFORE, in consideration of the premises set forth herein, the mutual
terms, covenants, and conditions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that the Shareholders' Rights
Agreement is hereby amended and restated as follows:

1. SCOPE AND INCEPTION OF AGREEMENT. The term "Securities" for purposes
of this Agreement means all Series B Shares, Series B Warrants and Series C
Shares, any interest therein, and any rights or options to acquire an interest
therein, of whatever source or nature, now or subsequently held by any of the
Shareholders. This Agreement shall become operative as of the Effective Date.

2. RIGHT OF FIRST OFFER REGARDING COMPANY ISSUANCES. Each time the
Company proposes to offer (i) any Series B Shares, or securities convertible
into Series B Shares (other than Series A Shares or warrants to purchase Series
B Shares issued to Series A Shareholders as the result of a Dilutive Issuance,
as that term is defined in the Restated Certificate of Incorporation of the
Company (the "Restated Certificate") or exercisable for any Series B Shares,
(ii) any Series C Shares or (iii) any shares of, warrants to purchase, or
rights, options, or instruments exchangeable for, any class of its capital
stock (other than Series A Shares or warrants to purchase Series B Shares
issued to Series A Shareholders as the result of a Dilutive Issuance, as that
term is defined in the Restated Certificate), whether now or hereafter
authorized (collectively "Company Shares"), the Company first will make an
offering of such Company Shares to each Shareholder in accordance with the
following provisions:

a. Notice. The Company will deliver a notice by certified mail (an
"Issuance Notice") to each Shareholder stating (i) its bona fide intention to
offer such Company Shares, (ii) the number of such Company Shares to be
offered, and (iii) the price and terms, if any, upon which it proposes to offer
such Company Shares.

b. Mechanics. (i) Within twenty (20) calendar days after delivery of
the Issuance Notice, each Shareholder may elect to purchase, at the price and on
the terms specified in the Issuance Notice, up to that portion of such Company
Shares which equals the proportion that the number (assuming full conversion
and exercise of all convertible or exercisable securities held by all
Shareholders, without regard to any restrictions on conversion) of Series B
Shares issued and held by such Shareholder bears to the total number of
outstanding Series B Shares (assuming full conversion and exercise of all
convertible or exercisable securities into Series B Shares without regard to
any restrictions on conversion) (that proportion being the Shareholder's "Pro
Rata Portion" of Company Shares). The parties hereto acknowledge and agree
that the calculation in the foregoing sentence shall be made assuming full
conversion and exercise of all convertible or exercisable securities held by
all Shareholders without regard to any restrictions on conversion, including

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<PAGE> 3

the conversion of the Series A Shares at the Series A Conversion Ratio set
forth in the Restated Certificate and the conversion of the Series C Shares at
the Series C Conversion Ratio set forth in the Restated Certificate; (ii) The
Company will promptly, in writing, inform each Shareholder which purchases all
of its Pro Rata Portion of Company Shares of any other Shareholder's failure to
do likewise; (iii) During the 10-day period commencing after such information
is given, each fully-exercising Shareholder will be also entitled to purchase
that portion of the non-fully exercising Shareholders Pro Rata Portion of
Company Shares which is equal to the proportion that the number of Series B
Shares issued and held, or issuable upon conversion of convertible securities
then held, by such fully-exercising Shareholder bears to the total number of
Series B Shares issued and held, or issuable upon conversion of convertible
securities then held, by all fully-exercising Shareholders who wish to purchase
all or a portion of the unsubscribed shares. If all Company Shares which
Shareholders are entitled to purchase pursuant to this subsection b. are not
purchased as provided in this subsection b. the Company may, during the 45-day
period following the expiration of the period provided in this subsection b.
offer the remaining unsubscribed portion of such Company Shares to any person
or persons at a price not less than, and upon terms no more favorable to the
offeree than those specified in the Issuance Notice. If the Company does not
enter into an agreement for the sale of the Company Shares within such 45-day
period, or if such agreement is not consummated within thirty (30) days of the
execution thereof, the right provided pursuant to this Section 2 will be deemed
to be revived and such Company Shares will not be offered unless first
reoffered to the Shareholders in accordance with this Section 2.

c. Excluded Offers. The right of first offer in this Section 2 will not
be applicable to (i) the issuance or sale of shares of Common Stock (or options
therefor) to employees, consultants or directors for the primary purpose of
retaining their services to the Company, which do not exceed, in the aggregate,
12.5% of the equity of the Company on a fully diluted basis; (ii) the issuance
of securities pursuant to the conversion or exercise of convertible or
exercisable securities; (iii) the issuance of securities in connection with a
bona fide business acquisition of or by the Company, whether by merger,
consolidation, sale of assets, sale or exchange of stock or otherwise resulting
in the Shareholders having less than fifty percent (50%) of the voting power of
the surviving entity; or (iv) the issuance of up to 1,019,444 shares of Series
C Common Stock to be issued to QUALCOMM, Incorporated ("QUALCOMM") at $.39 per
share upon conversion of a portion of a promissory note to be issued to
QUALCOMM related to a proposed Bridge Loan of up to $25 Million and additional
equipment financing.

3. RIGHT OF FIRST OFFER REGARDING SALES OF SERIES B SHARES AND SERIES C
SHARES. If a Shareholder desires to sell or otherwise transfer any Securities,
such Shareholder will comply with the procedures set forth below. As a
condition precedent to the validity of any such transfer, the transferee shall
execute an amendment to this Agreement pursuant to which such transferee shall
receive

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<PAGE> 4

the Securities subject to all the provisions contained in this Agreement. Such
transferee shall thereafter be a "Shareholder" for purposes of this Agreement.

a. Right of First Offer. Each Shareholder covenants and agrees not to
offer for sale, sell, assign, give, transfer, or in any other way dispose of
any or all Securities that such Shareholder now owns or may later acquire until
(i) it first offers to sell such Securities to the Company and (ii) if the
Company fails or refuses to purchase all such Securities, during the time and
for the price determined in accordance with this Agreement, it then offers to
sell such Securities to the other Shareholders as hereinafter provided.

b. Notice of Proposed Transfer. The Shareholder desiring to dispose of
its Securities will give written notice ("Sale Notice") of such desire to the
Company; and the Company will give notice promptly to the other Shareholder(s).
The Sale Notice will set forth, with respect to the proposed transfer, the
number of Securities offered, the purchase price per share, all other terms and
conditions of the offer, and an offer to sell such Securities to the Company
and/or the remaining Shareholders on such terms and conditions. The date of
the offer ("Date of the Offer") will be the date upon which the Company
actually receives the Sale Notice conforming to all the requirements set forth
herein.

c. Option of Company. For fifteen (15) calendar days following receipt
of the Sale Notice, the Company will have the option (except as limited by
applicable law) to elect to purchase up to all of the Securities offered at the
price and pursuant to the remaining terms and conditions set forth in the Sale
Notice; provided, however, that the Company will only be entitled to purchase
less than all of the Securities offered if the remaining Shareholder(s)
purchase the remaining portion of the offered Securities which the Company does
not purchase. A meeting of the Company's Board of Directors ("Board") will be
called promptly upon receipt of the Sale Notice and will be held during the
option period in sufficient time to allow the Board to consider the possible
purchase of such Securities by the Company. If the offering Shareholder is a
member of the Company's Board at the time the Sale Notice is presented to the
Board, he or she will abstain from the vote. The option provided for in this
Section 3 will be exercised by giving written notice to the offering Series B
Shareholder within the 15-day period set forth above.

d. Option of Remaining Shareholders. In the event that the Company does
not exercise its option in accordance with subsection c. each of the remaining
Shareholder(s), for fifteen (15) calendar days following the expiration of the
Company's 15-day option period, will have the option to purchase their Pro Rata
Portion of the offered Securities not acquired by the Company, at the price and
pursuant to the remaining terms and conditions set forth in the Sale Notice;
provided, however, that the remaining Shareholder(s) will only be entitled to
purchase less than all of the Securities offered if the Company purchases the
remaining portion of the offered Securities which such Shareholder(s) do not

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<PAGE> 5

purchase. Any Shareholder desiring to exercise such Shareholder's option will
deliver to the Company, and to the offering Shareholder, a written notice of
election to purchase the Securities with respect to which the option has been
exercised. Any Securities offered to, but not purchased by, Shareholders
declining to exercise their option will be offered to the electing Shareholders
based on the ratio of the number of shares of Common Stock issued and held, or
issuable upon conversion of convertible securities then held, by each electing
Shareholder to the number of shares of Common Stock issued and held, or
issuable upon conversion of convertible securities then held, by all such
electing Shareholders. This process will be repeated until elections to
purchase all of the offered Securities have been made or until no Shareholder
has any further desire to purchase any additional offered Securities; in no
event, however, will elections received after expiration of the 15-day period
referred to above be honored unless accepted in writing by the offering
Shareholder. If the electing Shareholders and the Company combined do not
agree to purchase all of the offered Securities, the selling Shareholder may
sell all of the offered Securities to a third party on the terms and conditions
set forth in the Sale Notice within the 45-day period immediately following the
expiration of remaining Shareholders' 15-day option period; provided, however,
that any change from the purchase terms set forth in the Sale Notice will
require resubmission to the Company and the Shareholders. If the selling
Shareholder does not enter into an agreement for the sale of the Securities
within such 45-day period, or if such agreement is not consummated within 30
days of the execution thereof, the right provided pursuant to this Section 3
will be deemed to be revived, and such Securities will not be offered unless
first reoffered to the Shareholders in accordance with this Section 3.

e. Excluded Offers. The right of first offer in this Section 3 will not
apply to (i) any transfer to another Shareholder made in compliance with
Section 12 hereof, (ii) any transfer by a Shareholder that is a corporation to
such Shareholder's direct or indirect parent or any directly or indirectly
wholly-owned subsidiary of such direct or indirect parent of such corporate
Shareholder, (iii) any transfer by a Shareholder to an entity which controls,
is controlled by or is under common control with such transferring Shareholder,
(iv) any transfer to the ancestors, descendants or spouse of a Shareholder or
to trusts for the benefit of such persons made in compliance with Section 4
hereof, or (v) any bona fide gift made in compliance with Section 12 hereof;
provided that (A) the transferring Shareholder will inform the Shareholders of
such transfer or gift prior to effecting it and (B) the transferee or donee
will agree in writing to be bound by and comply with all provisions of this
Agreement. Such transferred Securities will remain "Securities" hereunder, and
such transferee or donee will be treated as a "Shareholder" for purposes of
this Agreement.

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<PAGE> 6

4. PURCHASE OF STOCK ON DEATH OF SHAREHOLDER.

a. Transfers to Beneficiaries. Upon the death of an individual Series B
Shareholder (the "Withdrawing Shareholder"), the Securities of the Withdrawing
Shareholder (including but not limited to all Securities held by a Family Trust
established by the Withdrawing Shareholder), or any interest therein held by
the Withdrawing Shareholder (or his or her successor-in-interest), including
but not limited to the community property interest of the Withdrawing
Shareholder's spouse, may pass to such Withdrawing Shareholder's spouse or
immediate family (the "Beneficiary"). The Beneficiary of such Securities shall
execute an amendment to this Agreement pursuant to which such Beneficiary shall
receive the Securities subject to all the provisions contained in this
Agreement. Such Beneficiary shall thereafter also be a "Series B Shareholder"
or "Series C Shareholder" for purposes of this Agreement. In the event the
Beneficiary does not desire to hold the Securities, the Securities shall be
transferred in accordance with Section 4.b. below.

b. Transfers on Death of Shareholder. Upon the death of an individual
Series B Shareholder whose Securities are not transferred in accordance with
Section 4.a. above, the Company shall purchase (except to the extent limited by
applicable law), all of the Securities of the Withdrawing Shareholder at the
Agreed Price provided for in Section 4.c. hereof, which shall be paid in
accordance with Section 4.d. hereof. In the event that the Company does not
purchase all the Withdrawing Shareholder's Securities, any Securities not so
purchased may be purchased by the remaining Shareholders at the Agreed Price
provided for in Section 4.c. hereof, which shall be paid in accordance with
Section 4.d. hereof. Each remaining Shareholder shall have the option to
purchase its Pro Rata Portion of the Withdrawing Shareholder's Securities;
provided, however, that if any of the remaining Shareholders exercise the
foregoing option, the remaining Shareholders must collectively purchase all of
the Withdrawing Shareholder's Securities not purchased by the Company and the
remaining Shareholders may not purchase a mere portion thereof, unless
consented to by the successor or representative of the Withdrawing Shareholder.
All parties shall use their best efforts to close any purchases of Securities
hereunder within one hundred eighty (180) calendar days of the appointment of a
personal representative or equivalent with respect to the Withdrawing
Shareholder.

c. Determination of the Agreed Price. The price per share ("Agreed
Price") at which Securities may be purchased pursuant to Section 4.b. hereof
shall be equal to the fair market value on a per share basis of each Security
as of the last day (the "Determination Date") of the most recent calendar month
ending before the death of the Withdrawing Shareholder. Said fair market value
shall be determined by the mutual agreement of the parties or, in the event the
parties fail to so agree (within thirty (30) business days after the
appointment of a personal representative, executor or guardian as the case may
be), as determined by a qualified appraiser

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<PAGE> 7

mutually agreed to by the parties (the "Appraiser"), the cost and expense of
which shall be borne by the Company. In the event that the parties are unable
to appoint a mutually acceptable Appraiser, the parties acknowledge and agree
that the Agreed Price shall be determined via mandatory and binding arbitration
in accordance with Section 11 hereof.

d. Payment of Agreed Price. In the event that the Company and/or the
remaining Shareholder(s) ("Purchaser") purchase Securities pursuant to Section
4.b. of this Agreement, payment for such Securities shall be made on the date
of purchase established by the Purchaser (within the relevant time periods set
forth herein) by delivery of the following:

i. Down payment. Cash, in the form of a certified or cashier's
check, in an amount equal to ten percent (10%) of the Agreed Price, provided,
however, that the Purchaser may elect in the Purchaser's sole discretion to
pay a greater amount of the Agreed Price in cash; and

ii. Promissory Note. The remaining balance of the Agreed Price
shall be in the form of a promissory note (the "Note") in substantially the
same form as attached hereto as Exhibit "B" and which Note shall be secured by
a Pledge Agreement to be entered into by the Purchaser and Withdrawing
Shareholder's personal representative in substantially the same form as
attached hereto as Exhibit "C." If requested by the Withdrawing Shareholder's
personal representative, the Securities acquired by Purchaser shall be placed
in a third-party escrow (rather than with the Secretary of the Company)
pursuant to a standard escrow agreement with the cost of escrow being divided
equally between the Purchaser and the Withdrawing Shareholder.

e. Transfer of Securities. Upon the payment in full of the down payment
and the delivery of the Note described in Section 4.d. above, the Withdrawing
Shareholder's personal representative or equivalent shall deliver to the
Purchaser a receipt for the payment of the purchase price, the certificate(s)
endorsed in blank which evidence the Securities transferred, and a stock
assignment separate from such certificate(s).

5. NO PLEDGE. Except as provided to the contrary herein, no Shareholder
shall pledge, assign, hypothecate, or otherwise encumber any Securities, or any
interest in any Securities, in whatever manner, and no Shareholder may gift or
otherwise transfer any Securities, or any interest in any Securities, unless
such pledge, assignment, hypothecation, encumbrance, gift or other transfer has
been previously consented to in writing by the Company, in its sole discretion.

6. OPINION OF COUNSEL. Notwithstanding any other provision in this
Agreement, no Securities may be transferred to any person unless the
transferring Shareholder first delivers to the Company an opinion of counsel
reasonably

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<PAGE> 8

satisfactory to the Company that states that such transfer complies with all
applicable state aid federal securities laws and regulations and applicable
Federal Communications Commission ("FCC") guidelines affecting the Company and
its wholly owned subsidiary NextWave Personal Communications Inc., a Delaware
corporation (the "Subsidiary").

7. ENDORSEMENT ON SHARE CERTIFICATE. Each certificate representing
Securities of the Company, now or hereafter issued, shall have endorsed on its
face the following words:

"ANY SALE, ENCUMBRANCE, PLEDGE, GIFT OR OTHER TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE, OR THE TRANSFER OF ANY
INTEREST IN THE SECURITIES, OF WHATEVER SOURCE OR NATURE, IS
RESTRICTED BY THE PROVISIONS OF THAT CERTAIN SHAREHOLDERS' RIGHTS
AGREEMENT DATED NOVEMBER 30, 1995, AS AMENDED FROM TIME TO TIME,
COPIES OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE
COMPANY AND THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN BY
THIS REFERENCE."

An executed copy of this Agreement shall be delivered to the Secretary of the
Company, such copy to be made available by the Secretary to any person duly
authorized in writing by an existing Shareholder to inspect such Agreement.

8. REGISTRATION RIGHTS. The Series B Shareholders will have the
registration rights set forth in Exhibit "D" attached hereto, which rights
shall survive the termination of this Agreement.

9. TERMINATION OF AGREEMENT. Except as set forth in Section 14 herein,
this Agreement shall terminate upon the earlier to occur of the following:

a. The dissolution of the Company;

b. The appointment of a receiver to take possession of all or
substantially all of the assets of the Company, a general assignment by the
Company for the benefit of creditors, or any action voluntarily taken by the
Company under any insolvency or bankruptcy act;

c. Any action involuntarily suffered by the Company under any insolvency
or bankruptcy act, which continues for a period of ninety (90) calendar days;

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<PAGE> 9

d. The acquisition of the Company by merger, sale of assets, sale of
stock, or otherwise, resulting in the Shareholders having less than fifty
percent (50%) of the voting power of the surviving entity;

e. A firm commitment underwritten public offering of the Series B Common
Stock in which the aggregate price paid by the public is at least $20 million
(a "Qualified Public Offering"); or

f. Payment in full of all sums due and owing to the FCC by the Company
or the Subsidiary in connection with the issuance to the Subsidiary of a license
by the FCC (the "Termination Date").

10. SCOPE OF AGREEMENT. In the event of reclassification of the capital
stock of the Company or any reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation or any change in
capital structure of the Company, all shares obtained as a result thereof by a
Series B Shareholder, in addition to or in exchange for or in respect of the
Securities subject to this Agreement, shall also be subject hereto as fully as
and to the same extent as originally provided herein.

11. MANDATORY ARBITRATION. In the event of any dispute regarding the
meaning, instruction, or intent of this Agreement, or of any matter of
performance, fact, law, background, circumstance, or other matter of any kind
whatsoever relating to this Agreement, the parties stipulate and agree that
such dispute shall be submitted at the written election of any party to binding
arbitration in the State of Delaware, conducted in accordance with the
commercial rules of the American Arbitration Association ("AAA") in effect as
of the Effective Date of this Agreement. One arbitrator agreed upon by the
parties shall be appointed, or if the parties cannot agree upon one arbitrator,
the AAA will provide a list of three arbitrators with appropriate expertise and
each party may strike one. The remaining arbitrator will serve as the
arbitrator. Such appointment shall be made within 30 days after the election
to arbitrate. Discovery shall be available to the parties subject to the
approval and control of the arbitrator. The decision by the arbitrator shall
be final and binding on all parties, and may be entered in any court of
competent jurisdiction for enforcement. Each of the parties to this Agreement
shall keep confidential all information furnished to it pursuant to or in
connection with any arbitration proceeding. Unless provided to the contrary
herein, all costs of the arbitration and the fees of the arbitrator shall be
allocated between the parties as determined by the arbitrator, it being the
intention of the parties that the prevailing party in such a proceeding be made
whole with respect to its expenses.

12. COMPLIANCE WITH FCC OWNERSHIP RESTRICTIONS. Each Shareholder
acknowledges that the Company has elected and its Shareholders have consented
to have the Subsidiary treated, for FCC purposes, as a Designated Entity (as
defined by FCC regulations) in connection with the Subsidiary's participation
in

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<PAGE> 10

the FCC's PCS auction process and the Subsidiary's bid for PCS licenses as a
Designated Entity. Each Shareholder further acknowledges that the right of
each Shareholder to participate in Sections 2, 3 and 4 hereof shall be limited
to the extent that such participation would cause the ownership of the capital
stock of the Company to be in contravention of applicable FCC regulations,
including without limitation, restrictions on foreign ownership, maximum
ownership requirements and voting rights. Each Shareholder further
acknowledges and agrees that, pursuant to the terms of the Restated
Certificate, any transfer of Securities of the Company by any party will be
null and void and of no force and effect to the extent that such transfer will
cause the Subsidiary to violate applicable FCC rules and regulations. Each
Shareholder will provide to the Company, upon the Company's request, such
properly signed corporate documents as, in the opinion of legal counsel to the
Company, may be necessary or useful (i) to maintain the Subsidiary's status as
a Designated Entity and (ii) to comply with the FCC's foreign ownership
limitations and other regulations as adopted from time to time.

13. INFORMATION AND INSPECTION. Subject to the limitations contained in
this Section 13, the Company agrees as follows:

a. Records and Reports. So long as any Securities remain outstanding,
the Company will deliver to each Shareholder (provided that the right under
this Section 13.a. will not be assignable by any such Shareholder and the
Company will not be required to deliver any such information to any assignee or
transferee of any such Shareholder):

(1) as soon as practicable, but in any event within ninety (90)
days after the end of each fiscal year of the Company, an income statement for
such fiscal year, a balance sheet of the Company and statement of Shareholder's
equity as of the end of such year, such year-end financial reports to be in
reasonable detail, prepared in accordance with GAAP, and certified by
independent public accountants of nationally recognized standing selected by
the Company;

(2) as soon as practicable, but in any event within forty-five (45)
days after the end of each of the first three quarters of each fiscal year of
the Company, an unaudited profit or loss statement, and an unaudited balance
sheet and a statement of shareholder's equity as of the end of such fiscal
quarter; and

(3) such other information relating to the financial condition,
business, prospects or corporate affairs of the Company as the Shareholder may
from time to time reasonably request, provided, however, that the Company will
not be obligated in any event to provide information which it deems in good
faith to be a trade secret or similar confidential information.

b. Inspection. The Company will permit each Shareholder, at such
Shareholder's expense, to visit and inspect the Company's properties, to
examine its

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<PAGE> 11

books of account and records and to discuss the Company's affairs, finances and
accounts with its officers, all at such reasonable times as may be requested by
the Shareholder; provided, however, that the Company will not be obligated to
provide access to any information which it reasonably considers to be a trade
secret or similar confidential information and provided that the Shareholder
does not interfere with the normal business operations of the Company.

c. Termination of Information and Inspection Covenants. The covenants
set forth in Section 13.a. and 13.b. will terminate and be of no further force
or effect upon the occurrence of a Qualified Public Offering, as defined in the
Company's Restated Certificate, or when the Company first becomes subject to
the periodic reporting requirements of Sections 12(g) or 15(d) of the
Securities Exchange Act of 1934, whichever event first occurs.

14. LIMITATION ON TERMINATION OF AGREEMENT. Notwithstanding the
Termination of this Agreement pursuant to Section 9 hereof, the Series A
Shareholders who hold shares of Series B Common Stock, shall continue to remain
bound by Section 12 hereof, and by execution of this Agreement, covenant not to
transfer any Series B Shares in a manner that would cause the Subsidiary to
lose its status as a Designated Entity.

15. OTHER PROVISIONS. The following provisions shall apply to this
Agreement:

a. Entire Agreement. This Agreement, together with any schedules or
exhibits attached hereto and other agreements expressly referred to herein,
constitutes the entire agreement between the parties. All prior or
contemporaneous agreements, understandings, representations, warranties and
statements, oral or written, relating to the subject matter hereof are
superseded and merged herein.

b. Notice. Unless otherwise provided, any notice required or permitted
under this Agreement will be given in writing and will be deemed effectively
given upon personal delivery to the party to be notified, by telecopy upon the
appropriate answer-back, or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid and addressed to the party to be
notified at the address indicated for such party on the signature page of this
Agreement, or at such other address as such party may designate by ten days'
advance written notice to the other parties.

c. Successors and Assigns. Except as otherwise provided in this
Agreement, terms and conditions of this Agreement will inure to the benefit of
and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties to this Agreement or their respective successors
and assigns any rights,

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<PAGE> 12

remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

d. Further Assurances. Each party agrees to perform any further acts
and to execute and deliver any further documents reasonably necessary to or in
furtherance of the intent and purposes of this Agreement.

e. Remedies. All rights, remedies, undertakings, obligations, options,
covenants, conditions and agreements contained in this Agreement or provided by
law shall be cumulative and no one of them shall be exclusive of any other. A
party may pursue any one or more of its rights, options or remedies hereunder
or may seek damages or specific performance in the event of any other party's
breach hereunder, or may pursue any other remedy by law or equity, whether or
not stated in this Agreement.

f. Replacement of Certificates. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
any certificate representing any of the shares of the Company and
indemnification in the case of loss or theft, issue a new certificate
representing such shares in lieu of such lost, stolen, destroyed, or mutilated
certificate.

g. Nonwaiver; Amendment. No failure by a party to take action by
reason of any default by any other party, whether in a single instance or
repeatedly, shall constitute a waiver of any such default or of the performance
required of the defaulting party. No express waiver by a party of a provision
of this Agreement or a default by a party in any one instance shall be
construed as a waiver of the same provision or default in any subsequent
instance. No modification, amendment, or discharge of this Agreement shall be
valid unless the same is in writing and signed by the Company and by a majority
in equity interest (on a fully diluted basis) of the Shareholders. Any
amendment or waiver effected in accordance with this paragraph will be binding
on each Shareholder and the Company.

h. Gender and Number. In this Agreement, the masculine, feminine and
neuter genders shall be deemed to include one another, as appropriate. Unless
the context otherwise requires, words importing the singular number include the
plural number and vice versa and where any word or phrase is given a defined
meaning in this Agreement, any other part of speech or other grammatical form
in respect of such word or phrase shall have a corresponding meaning.

i. Governing Law. This Agreement shall be governed by and interpreted
and constructed in accordance with the internal laws of the State of Delaware,
as applied to contracts between Delaware residents entered into and to be
performed wholly within Delaware.

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<PAGE> 13

j. Severability; Reformation. Should any one or more of the provisions
of this Agreement or of any agreement entered into pursuant to this Agreement
be determined by an arbitrator or court of proper jurisdiction to be illegal or
unenforceable, then such illegal or unenforceable provision shall be modified
by the proper court or arbitrator to the extent necessary and possible to make
such provision enforceable, and such modified provision and all other
provisions of this Agreement and of each other agreement entered into pursuant
to this Agreement shall be given effect separately from the provision or
portion thereof determined to be illegal or unenforceable and shall not be
affected thereby.

k. Counterparts. This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument. This Agreement may
be executed via facsimile, with original signatures to follow via overnight
courier.

l. Attorneys' Fees. In the event any action is brought for
enforcement or interpretation of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs incurred in said
action, including enforcement and collection of any judgment or award rendered
therein. Said costs and attorneys' fees shall be included as part of the
judgment in any such action.

m. Time of the Essence. Time is of the essence under this Agreement
and any amendment, modification or revision of it.

n. Shareholder's Will. Each individual Shareholder agrees to include
in such Shareholder's will direction and authorization to such Shareholder's
personal representative to comply with the terms of this Agreement. Each
individual Shareholder agrees to have his or her spouse execute a Spousal
Consent in substantially the form attached hereto as Exhibit "E."

o. Aggregation of Stock. All shares held or acquired by affiliated
entities or persons will be aggregated for the purpose of determining the
availability of any rights under this Agreement.

p. Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 13 -

<PAGE> 14

IN WITNESS WHEREOF, the parties have entered into this Amended and
Restated Shareholders' Rights Agreement, effective as of the date and year
first written above.

COMPANY NEXTWAVE TELECOM INC.,
A DELAWARE CORPORATION

By:
-----------------------------------
Its:
-----------------------------------

[Signature Page 1 of 5 to Shareholders' Rights Agreement]

- 14 -

<PAGE> 15

SERIES A SHAREHOLDERS:

FREEDOM MOBILITY, INC., A
CORPORATION FORMED UNDER THE LAWS OF THE
DISTRICT OF COLUMBIA

By:
--------------------------------------
Its:
-------------------------------------

GOOD NEWS COMMUNICATIONS
COMPANY, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY

By:
--------------------------------------
Its:
-------------------------------------

JARRAH, INC., A CALIFORNIA CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

MARIN-FINN INDUSTRIES,
A CALIFORNIA CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

NAVATION INC., A CALIFORNIA CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

[Signature Page 2 to Shareholders' Rights Agreement]

- 15 -

<PAGE> 16

SERIES A SHAREHOLDERS (CONTINUED):

-----------------------------------------
Edward Knapp

-----------------------------------------
Greg Theisen

-----------------------------------------
Kevin Carroll

-----------------------------------------
Mark Gaudino

-----------------------------------------
Szu-Wei Wang

-----------------------------------------
John W. Ketchum

-----------------------------------------
Mark Wallace

-----------------------------------------
Rod Walton

[Signature Page 3 to Shareholders' Rights Agreement]

- 16 -

<PAGE> 17

SERIES B SHAREHOLDERS:

POHANG STEEL AMERICA CORP.,
A DELAWARE CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

QUALCOMM INCORPORATED,
A DELAWARE CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

SONY ELECTRONICS INC.,
A DELAWARE CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

MANCHESTER RESORTS, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP

BY: MANCHESTER RESORTS,
INCORPORATED, A CALIFORNIA
CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

LG INFOCOMM, INC.,
A CALIFORNIA CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

[Signature Page 4 to Shareholders' Rights Agreement]

- 17 -

<PAGE> 18

SERIES B SHAREHOLDERS:

KOREA ELECTRIC POWER CORPORATION,
A CORPORATION ORGANIZED UNDER THE LAWS OF
KOREA

By:
--------------------------------------
Its:
-------------------------------------

OCH-ZIFF CAPITAL MANAGEMENT L.P., A LIMITED
PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE
STATE OF DELAWARE

By: OCH-ZIFF ASSOCIATES,
its General Partner

By:
--------------------------------
Its:
-------------------------------

BASTION CAPITAL CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

[Signature Page 5 to Shareholders' Rights Agreement]

- 18 -

<PAGE> 19

SERIES B SHAREHOLDERS:

SUK AM CORPORATION, a corporation
organized under the laws of Korea

By:
--------------------------------------
Its:
-------------------------------------

PECO ENERGY COMPANY

By:
--------------------------------------
Its:
-------------------------------------

TRIUMPH-CALIFORNIA LIMITED
PARTNERSHIP

By:
--------------------------------------
Its:
-------------------------------------

TRIUMPH-CONNECTICUT LIMITED
PARTNERSHIP

By:
--------------------------------------
Its:
-------------------------------------

MILLISON NEW MEDIA FUND,
a California Limited Partnership

By:
--------------------------------------
Its:
-------------------------------------

[Signature Page 6 to Shareholders' Rights Agreement]

- 19 -

<PAGE> 20

SERIES B SHAREHOLDERS:

SEOUL MOBILE TELECOMMMUNICATIONS CORP., a
corporation organized under the laws of
Korea

By:
--------------------------------------
Its:
-------------------------------------

GENERAL ATLANTIC PARTNERS

By:
--------------------------------------
Its:
-------------------------------------

ILJIN DIAMOND COMPANY, LTD., a corporation
organized under the laws of Korea

By:
--------------------------------------
Mr. Kwan Woo Lee, President

CERBERUS PARTNERS, L.P.

By:
--------------------------------------
Its:
-------------------------------------

[Signature Page 7 to Shareholders' Rights Agreement]

- 20 -

<PAGE> 21

SERIES B SHAREHOLDERS:

NTT DoCoMo, a corporation formed under the
laws of Japan

By:
--------------------------------------
Its:
-------------------------------------

THIRD POINT PARTNERS

By:
--------------------------------------
Its:
-------------------------------------

INVOCARE

By:
--------------------------------------
Its:
-------------------------------------

CHOSUN REFRACTORIES CO., LTD., A
CORPORATION ORGANIZED UNDER THE LAWS OF
KOREA

By:
--------------------------------------
Its:
-------------------------------------

[Signature Page 8 to Shareholders' Rights Agreement]

- 21 -

<PAGE> 22

TELE-COAD VENTURES

By:
--------------------------------------
Its:
-------------------------------------

THE CARLYLE GROUP

By:
--------------------------------------
Its:
-------------------------------------

SWISS TELECOM

By:
--------------------------------------
Its:
-------------------------------------

QUEST CAPITAL COMPANY, LTD..

By:
--------------------------------------
Its:
-------------------------------------

SHINAWATRA GROUP

By:
--------------------------------------
Its:
-------------------------------------

CS FIRST BOSTON CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

J. GOLDMAN & COMPANY

By:
--------------------------------------
Its:
-------------------------------------

[Signature Page 9 to Shareholders' Rights Agreement]

- 22 -

<PAGE> 23

SERIES B SHAREHOLDERS:

ING CAPITAL

By:
--------------------------------------
Its:
-------------------------------------

ITOCHU CORPORATION

By:
--------------------------------------
Its:
-------------------------------------

LCC, L.L.C., A DELAWARE LIMITED
LIABILITY COMPANY

By:
--------------------------------------
Its:
-------------------------------------

-----------------------------------------
NEIL BENEDICT

-----------------------------------------
MARK VIDERGAUZ

-----------------------------------------
PETER FORMANEK

-----------------------------------------
ADELIA A. COFFMAN

[Signature Page 10 to Shareholders' Rights Agreement]

- 23 -

<PAGE> 24

SERIES C SHAREHOLDERS:

By:
--------------------------------------
Its:
-------------------------------------

[Signature Page 11 to Shareholders' Rights Agreement]

- 24 -

<PAGE> 1
EXHIBIT 10.17

LETTER AGREEMENT

This Letter Agreement is entered into effective as of March ___, 1996, by
and between NextWave Telecom Inc., a Delaware corporation (the "Company") and
LCC, L.L.C., a Delaware limited liability company ("LCC") with reference to the
following facts:

Concurrently herewith, pursuant to the terms of that certain binding
Subscription Agreement (the "Subscription Agreement"), LCC has subscribed for
1,666,666 shares of Series B Common Stock (the "Shares") at a purchase price of
$3.00 per Share for an aggregate purchase price of Five Million Dollars
($5,000,000) (the "Purchase Price"). In addition to the Shares, LCC shall
receive warrants upon terms set forth in Exhibit B (the "Warrants") to purchase
a pro-rata share of an additional Five Million (5,000,000) shares of Series B
Common Stock that are ratably allocated to investors who purchase shares of
Series B Common stock subsequent to the commencement of the C-block Auction
(the "Auction") being conducted by the FCC and prior to the completion of the
Auction. In connection with its investment, LCC shall execute the Amended and
Restated Shareholders' Rights Agreement, the Amended and Restated Stockholders'
Voting Agreement and the Amended and Restated Escrow Agreement (collectively,
the "Subscription Documents" copies of which are attached hereto as Exhibit
"A"). Within five business days of execution of this Agreement, LCC shall
tender the Purchase Price to, or to the order of, the Company via wire
transfer to be held in an escrow account (the "Escrow Account") pursuant to the
terms of the Escrow Agreement.

In connection with LCC's investment, the Company makes the following
representations to LCC:

1. Each of NextWave Personal Communications, Inc., a Delaware corporation
("NextWave PCI") and TELE*Code Inc., a Delaware corporation, is a
wholly-owned subsidiary of the Company.

2. To the best knowledge of the Company, NextWave PCI is a "Small
Business" and a "Designated Entity" as defined under Part 24 of the Rules
of the FCC as presently in effect.

3. To the best knowledge of the Company, NextWave PCI qualifies to hold
the licenses for which the Company has bid in the Auction.

4. Except for any agreements entered into by the Company and an Investor
(as defined in the Amended and Restated Escrow Agreement) in connection
with such Investor's investment in the Company (A) for the purchase or
sale of goods or services from or to such Investor, (B) for any joint
development activity between the Company and such Investor (or any of its
affiliates), or (C) involving a loan agreement between the Company and a

<PAGE> 2

lender (whether or not convertible), there are no other material
agreements between any of the other Investors and the Company with
respect to an investment in the Company other than (i) a Subscription
Agreement, the terms of which are not materially different than the terms
of the Subscription Agreement between the Company and LCC, (ii) the
Amended and Restated Escrow Agreement, (iii) if applicable, the Amended
and Restated Stockholders' Voting Agreement (including the Restated
Certificate of Incorporation of the Company), and (iv) if applicable, the
Amended and Restated Shareholders' Rights Agreement.

5. Each of the Letter Agreement, the Amended and Restated Escrow
Agreement, the Amended and Restated Stockholders' Voting Agreement, the
Amended and Restated Shareholders' Rights Agreement and the Warrant, when
executed and delivered by the Company, will be duly authorized, executed
and delivered by the Company and will constitute valid and legally
binding obligations of the Company enforceable in accordance with its
terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and subject to the availability of
equitable remedies.

6. The Company hereby represents to LCC that, prior to the release to the
Company of any funds advanced by LCC, none of the agreements referred to
in Section 4 above shall be amended from the versions of the Subscription
Documents executed by LCC nor shall the Warrant be amended in any respect
that materially adversely affects the rights of LCC.

7. Notwithstanding anything in the Amended and Restated Escrow Agreement
to the contrary, the Company shall not make a demand on the funds
advanced by LCC and held in the Escrow Account unless the Company
reasonably believes that the representations and warranties made by the
Company contained in this Letter Agreement and the Subscription Agreement
are true in all material respects.

8. LCC shall not be required to pay penalties, if any, which may be
charged against the Deposit by the FCC, as described in Sections 3(a)(ii)
and 3(a)(iii) of the Escrow Agreement.

9. Any Series B Shares issuable upon conversion of any convertible
promissory not or conversion of debt pursuant to any loan agreement
referred to in Section 4 shall be subject to the Amended and Restated
Shareholders' Rights Agreement and Amended and Restated Stockholders
Voting Agreement, as the same may be revised from time to time, unless
such agreements have terminated in accordance with their terms.

- 2 -

<PAGE> 3

The Company represents to LCC that the terms and conditions of LCC's
subscription for the Shares and the Series B Common Stock warrants is
substantially the same as the most favorable terms and conditions granted to
any investor in the Shares who invested prior to the receipt by the Company of
$120 Million from the issuance or sale of Common Stock, options or convertible
securities.

This Letter Agreement shall be governed by the Laws of the State of
Delaware as applied without regard to conflict of law principles. In the event
either party commences legal proceedings for any relief against the other party
arising out of this Agreement, the losing party shall pay the prevailing
party's legal costs and expenses, including, but not limited to, reasonable
attorneys' fees as determined by the court.

By executing below, each individual signing on behalf on an entity
represents that he/she has authority to sign on behalf of such entity and,
together with any other signature set for below on behalf of such entity, to
bind such entity to the terms hereof. This Letter Agreement may be executed in
counterparts, all of which together shall constitute one and the same
instrument. This Letter Agreement may be executed via facsimile with original
signatures to follow via overnight courier.

[Remainder of Page Intentionally Left Blank]

- 3 -

<PAGE> 4

IN WITNESS WHEREOF, the undersigned have executed this Letter Agreement
effective as the date set forth below.

LCC, L.L.C., a Delaware limited liability company

By: /s/ PIYUSH SODHA
----------------------------------------------
Title:
-------------------------------------------

NEXTWAVE TELECOM INC.,
a Delaware corporation

By: /s/ ALLEN SALMASI
----------------------------------------------
Mr. Allen Salmasi,
Chief Executive Officer

- 4 -

<PAGE> 1
EXHIBIT 10.19

NEXTWAVE TELECOM INC.

SERIES B COMMON STOCK

and

WARRANTS TO PURCHASE SERIES B COMMON STOCK

and

ISSUANCE OF CONVERTIBLE NOTES

SUBSCRIPTION AGREEMENT

NextWave Telecom Inc.
5355 Mira Sorrento Place, Suite 100
San Diego, California 92111
Attn.: Mr. Allen Salmasi, Chief Executive Officer

Ladies and Gentlemen:

1. Purchase. Subject to the conditions precedent set forth in Section 2
of this Agreement (this "Agreement") and other terms and conditions set forth
herein and in that certain Amended and Restated Escrow Agreement (the "Escrow
Agreement"), the undersigned investor (the "Investor") hereby irrevocably
subscribes to purchase for an aggregate purchase price of $ 5,000,000 (i)
1,666,666 shares of the Series B Common Stock ($0.0001 par value) (the "Series
B Shares") of NextWave Telecom Inc., a Delaware corporation ("NextWave" or the
"Company") and (ii) Warrants exercisable into shares of Series B Common Stock
($0.0001 par value) of the Company exercisable at $3.00 per Share (the "Series
B Warrants"), the exact number of warrants to be equal to Investor's pro-rata
portion of a five million Warrant pool to be divided among Investors who
execute a Subscription Agreement after December l, 1995, but prior to the
completion of the Auction (as defined below). On or before the completion of
the Auction (the "Closing Date"), the Investor will tender the total purchase
price via wire transfer to the escrow account established pursuant to the
Escrow Agreement. All terms not defined herein shall have the meanings
ascribed to them in the Escrow Agreement. Subject to compliance with (i) the
Hart-Scott-Rodino Antitrust Improvements Act, 15 U.S.C. Section 18a (the "HSR
Act") and (ii) Section 310(b) of the Communications Act of 1934, as amended, 47
U.S.C. Section 310(b), and rules or regulations promulgated thereunder by the
Federal Communications Commission ("FCC") restricting the aggregate interest in
the capital stock of the Company which may be held by foreign investors,
restricting the percentage of equity any one investor may hold in the Company
and

<PAGE> 2

restricting alien participation as officers and directors of the Company
(collectively, the "FCC Restrictions"), the Company will deliver certificates
representing the Series B Shares and, if applicable, the Series B Warrants,
within ten (10) business days of the date the Company receives a license(s)
from the FCC which satisfies the Escrow Disbursement Contingencies set forth in
the Escrow Agreement and the funds are disbursed to the Company by the Escrow
Agent (the "Stock Issuance Date"). The exact number of Series B Shares which
the Company will issue and the timing of such issuance shall be governed by
Section 3 hereof. A copy of the Amended and Restated Escrow Agreement, which
may be amended from time to time, is attached hereto as Exhibit "A" and
incorporated herein by this reference. In addition, certain conditions
regarding FCC matters are attached hereto as Exhibit "B" and incorporated
herein by this reference.

The Investor understands that none of the securities (collectively, the
"Securities") will be registered or qualified under any Federal or state
securities laws, in reliance upon exemptions therefrom. In order to ensure
that the offer and sale of the Securities are exempt from registration or
qualification, the Company will rely in part on the representations and
warranties which the Investor makes in this Agreement. Accordingly, the
Investor makes the following representations for the purposes of inducing the
Company to permit the Investor to acquire the Securities for which the Investor
subscribes.

THE INVESTOR ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT TO ACCEPT OR
REJECT ANY SUBSCRIPTION IN ITS SOLE DISCRETION, IN WHOLE OR IN PART.

2. Conditions Precedent. The Investor acknowledges that the Company
intends to bid for a Personal Communications Services ("PCS") license(s) during
the C-block auction administered by the FCC (the "Auction"). The Investor has
agreed to advance certain funds (the "Funds") to the Company to be held and
used pursuant to the terms of the Escrow Agreement. In the event (i) the
Company does not receive a PCS license from the FCC, (ii) the Escrow
Disbursement Contingencies set forth in the Escrow Agreement are not satisfied
in the manner set forth therein and the failure to satisfy such Escrow
Disbursement Contingencies is not waived by Investor or (iii) the HSR waiting
period has not expired or been earlier terminated within 180 days of Investor's
filing all required documents with the Federal Trade Commission ("FTC"), if
any, then this subscription shall be null and void, and the Investor's Funds
shall be returned to it in accordance with the terms of the Escrow Agreement.

3. Compliance with FCC Restrictions. Notwithstanding anything contained
herein to the contrary, no shares of Series B Common Stock or

<PAGE> 3

Series B Warrants shall be issued to Investor by the Company if such issuance
would cause the Company to violate the FCC Restrictions. The Company shall
make a determination on the Stock Issuance Date and from time to time
thereafter of the number of Series B Shares the Company may issue to foreign
investors without violating the FCC Restrictions (the "Maximum Foreign
Shares"). Investor agrees that Company may rely on advice of FCC counsel in
order for the Company to determine the Maximum Foreign Shares. In the event
the Company receives subscriptions to purchase Series B Shares from foreign
investors in excess of the Maximum Foreign Shares, the Company shall issue
Series B Shares to foreign investors as determined below:

(i) The Company shall issue, or shall reserve for issuance subject to
expiration of the HSR waiting period or early termination thereof, on a
pro-rata basis to the foreign investors who executed Subscription Agreements
prior to the commencement of the Auction (the "Initial Foreign Investors"), the
lesser of (i) the Maximum Foreign Shares or (ii) the aggregate number of Series
B Shares for which such Initial Foreign Investors have subscribed prior to
commencement of the Auction. The aggregate number of Series B Shares for which
the Initial Foreign Investors have subscribed shall be referred to herein as
the "Initial Foreign Subscription". In the event there are insufficient
Maximum Foreign Shares to allow the Company to issue to the Initial Foreign
Investors all of the shares comprising the Initial Foreign Subscription, the
Company shall issue to each Initial Foreign Investor a Convertible Note in
substantially the form attached hereto as Exhibit "C" and incorporated herein
by this reference (the "Convertible Note") in an amount which, upon conversion,
at the subscription price, would cause each Initial Foreign Investor to
receive, when combined with the Maximum Foreign Shares previously issued to
each Initial Foreign Investor, all of the Series B Shares for which such
Initial Foreign Investor has subscribed. The Initial Foreign Investors'
Convertible Notes shall convert automatically on a pro-rata basis with each
other Initial Foreign Investor as Maximum Foreign Shares become available;

(ii) After the Company has issued all of the Shares comprising the
Initial Foreign Subscription, the Company shall issue, or shall reserve for
issuance subject to expiration of the HSR waiting period or early termination
thereof, on a pro-rata basis to the foreign investors who executed Subscription
Agreements subsequent to the commencement of the Auction (the "Secondary
Foreign Investors"), the lesser of (i) the remaining Maximum Foreign Shares or
(ii) the aggregate number of Series B Shares for which such Secondary Foreign
Investors have subscribed prior to completion of the Auction. The aggregate
number of Series B Shares for which the Secondary Foreign Investors have
subscribed shall be referred to herein

<PAGE> 4

as the "Secondary Foreign Subscription." In the event there are insufficient
remaining Maximum Foreign Shares to allow the Company to issue to the Secondary
Foreign Investors all of the shares comprising the Secondary Foreign
Subscription, the Company shall issue to each Secondary Foreign Investor a
Convertible Note in an amount which, upon conversion at the subscription price,
would cause each Secondary Foreign Investor to receive, when combined with the
Maximum Foreign Shares previously issued to each Secondary Foreign Investor,
all of the Series B Shares for which such Secondary Foreign Investor has
subscribed. The Secondary Foreign Investors' Convertible Notes shall convert
automatically on a pro-rata basis with each other Secondary Foreign Investor as
Maximum Foreign Shares become available, but only after the Initial Foreign
Investors have received all of the Series B Common Stock for which they
subscribed.

4. Review of Risk Factors. BY EXECUTION OF THIS AGREEMENT, THE INVESTOR
ACKNOWLEDGES HAVING READ, UNDERSTOOD AND AGREED TO THE PROVISIONS CONTAINED
HEREIN AND IN THE RISK FACTORS SUMMARY (THE "RISK FACTORS SUMMARY") OF THE
COMPANY CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM DATED DECEMBER 1995
("MEMORANDUM"). THE INVESTOR FURTHER ACKNOWLEDGES AND AGREES THAT THE RISK
FACTORS CONTAINED IN THE RISK FACTORS SUMMARY ARE NOT INTENDED TO REPRESENT A
COMPLETE LIST OF THE RISKS ASSOCIATED WITH INVESTMENT IN THE COMPANY AND THAT
THE INVESTOR, EITHER INDEPENDENTLY OR WITH THE ASSISTANCE OF THE INVESTOR'S
ADVISORS, IS CAPABLE OF EVALUATING AN INVESTMENT IN THE COMPANY.

5. Representations and Warranties.

(1) The Investor makes the following representations and warranties to
the Company.

5.1.1 The Investor has received and reviewed carefully the
Memorandum relating to the Securities;

5.1.2 The Investor has had a reasonable opportunity to conduct
comprehensive due diligence and to ask questions of and receive answers from
the Company and its officers, and all such questions have been answered to the
full satisfaction of the Investor. At no time was the Investor presented with
or solicited by any leaflet, public promotional meeting, circular, newspaper or
magazine article, radio or television advertisement or any other form of
general advertising.

<PAGE> 5

5.1.3 The Investor has the knowledge and experience in the
Company's lines of business and in general financial and business matters so
as to enable it to evaluate the merits and risks of the investment represented
by the Securities. The Investor recognizes that an investment in the Securities
involves special risks, including, but not limited to, those set forth in the
Risk Factors Summary.

5.1.4 The Investor is acquiring the Securities that the Investor has
specified solely for the Investor's own account, or for one or more fiduciary
accounts for which the Investor has sole investment discretion. The Investor
is acquiring such Securities without a view to, and not for resale in
connection with, a distribution of the Securities within the meaning of the
Securities Act of 1933, as amended ("1933 Act"). The Investor hereby covenants
and agrees that the Investor shall not sell any of the Securities in violation
of the 1933 Act.

5.1.5 The Investor understands that the Company is neither currently
required to file reports with, nor does it currently intend to register with,
the Securities and Exchange Commission under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended ("1934 Act"). The Investor further
understands that, except as set forth in that certain Shareholders' Rights
Agreement dated effective November 30, 1995, the Company has not represented
that it will and does not agree to register any or all of the Securities for
distribution in accordance with the 1933 Act, and has not represented that it
will and does not agree to comply with any exemption under the 1933 Act with
respect to the resale or other transfer for consideration of the Securities.

5.1.6 The Investor understands that the Securities are not being
registered under the 1933 Act or qualified under any state securities laws,
including the California and Delaware securities laws. In this regard, the
Investor further understands that neither the California Commissioner of
Corporations nor the Delaware Corporations Administrator has made a finding or
determination relating to the fairness for investment of the Securities and
that neither the Commissioner nor the Administrator has or will recommend or
endorse the Securities. The Investor agrees not to transfer any of the
Securities unless such transfer has been registered under the 1933 Act and
qualified under applicable state securities laws, or unless, in the opinion of
transferor's counsel satisfactory to the Company, such a transaction is exempt
from registration under the 1933 Act and qualification under any applicable
securities laws. The Investor understands that the availability of an
exemption in the future will depend in part on circumstances outside of the
control of the Investor.

<PAGE> 6

5.1.7 The Investor acknowledges and agrees that certificates
representing the Securities will bead legends restricting transferability and
agrees to comply in all respects with the transfer. The Investor understands
that such legends will read substantially as follows:

"THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT") OR THE SECURITIES OR BLUE SKY LAWS
OF CALIFORNIA OR DELAWARE OR ANY OTHER STATE AND MAY NOT BE OFFERED AND
SOLD UNLESS REGISTERED AND/OR QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.
THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO
ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE
REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH
TRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED
OR APPROVED UNDER APPROPRIATE STATE OR BLUE SKY LAWS, OR (B) THE ISSUER
SHALL BE REASONABLY SATISFIED THAT SUCH REGISTRATION, QUALIFICATION OR
APPROVAL IS NOT REQUIRED."

"ANY SALE, ENCUMBRANCE, PLEDGE, GIFT OR OTHER TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE, OR THE TRANSFER OF ANY INTEREST IN THOSE
SHARES, OF WHATEVER SOURCE OR NATURE, IS RESTRICTED BY THE PROVISIONS OF
THAT CERTAIN SHAREHOLDERS' RIGHTS AGREEMENT DATED NOVEMBER 30, 1995, AS
AMENDED FROM TIME TO TIME, A COPY OF WHICH MAY BE INSPECTED AT THE
PRINCIPAL OFFICE OF THE COMPANY AND THE PROVISIONS OF WHICH ARE
INCORPORATED HEREIN BY THIS REFERENCE."

5.1.8 The Investor understands that there is no public market for
resale of the Securities. The Investor understands that a market may never
develop. As a consequence, the Investor understands that the Investor may not
be able to liquidate the Investor's investment in the Securities, even in the
event that the Investor may suffer financial or other emergency. The Investor
also understands that, for the foregoing reasons, the Securities may not be
readily accepted as collateral for a loan.

5.1.9 The Investor further certifies and acknowledges as follows:

<PAGE> 7

(a) The Investor has adequate means of providing for the
Investor's current needs and possible personal contingencies, and the Investor
has no need for liquidity of the Investor's investment in the Securities;

(b) The Investor has a net worth sufficient to bear the risk
of losing the Investor's entire investment; further, each and every
representation set forth herein, and in the Purchaser Questionnaire and the
Selection of Purchaser Representative form, which have been executed by the
Investor, are true and correct; and

(c) The Investor does not have an overall commitment to non-
readily marketable investments which is disproportionate to the Investor's net
worth and the investment subscribed for herein will not cause such overall
commitment to become excessive.

5.1.10 The address set forth herein is the Investor's true and
correct residence, and the Investor has no present intention of becoming a
resident of any other state or jurisdiction.

5.1.11 The Investor acknowledges and is aware that the Company has
only limited financial and operating history and that the Securities are
speculative investments which involve a high degree of risk of loss by the
Investor of the Investor's entire investment in the Company.

5.1.12 It has never been guaranteed or warranted to the Investor by
the Company, its officers or directors or by any other person, expressly or by
implication that:

(a) The Investor will be required to remain an Owner of
Securities any approximate or exact length of time;

(b) THE INVESTOR WILL RECEIVE ANY APPROXIMATE OR EXACT AMOUNT
OF RETURN OR OTHER TYPE OF CONSIDERATION, PROFIT OR

(c) The past performance or experience on the part of the
Company, any director, officer or any affiliate, will in any way indicate or
predict the results of the ownership of Securities or of the overall success
of the Company.

5.1.13 The Investor understands that the Company is soliciting only
a select number of accredited investors with respect to the sale of the
Securities. The Investor has not and will not, except at the express request
of the Company, permit any person, other than the Investor's spouse, if any,
attorney, accountant and purchaser representative, to review any

<PAGE> 8

5.1.14 If the Investor is more than one person, the obligations of
the Investor shall be joint and several, and the representations and warranties
herein contained shall be deemed to be made by and be binding upon such person,
and ownership of the Securities subscribed for by the Investor shall be as set
forth on the signature page hereto.

5.1.15 If the Investor is the trustee of a revocable inter vivos
trust, the Investor represents that he is the sole and true party in interest
and is acquiring the Securities for the account of a revocable trust of which he
and/or other members of his immediate family are the sole beneficiaries during
his or their lifetime(s).

5.1.16 In the event that the Investor is a corporation or limited
liability company, the Investor: (1) is authorized and otherwise duly
qualified to purchase and hold the Securities; (2) has its principal place of
business at its residence address set forth on the signature page hereof, (3)
has not been formed for the specific purpose of acquiring the Securities; and
(4) has submitted and executed all documents required pursuant to this
Agreement. The person executing this Agreement and all other documents related
to the offering hereby represents that person is duly authorized to execute all
such documents on behalf of the entity.

5.1.17 In the event that the Investor is a trust, the Investor: (1)
is authorized and otherwise duly qualified to purchase and hold the Securities;
(2) has its principal place of business at its residence address set forth on
the signature page hereof; (3) has not been formed for the specific purpose of
acquiring the Securities; and (4) has submitted and executed all documents
required pursuant to the Certificate for Trust and Joint Purchasers and Special
Subscription Instructions. The person executing this Agreement and all other
documents related to the offering hereby represents that such person is duly
authorized to execute all such documents on behalf of the entity. IF THE
INVESTOR IS ONE OF THE AFOREMENTIONED ENTITIES, IT HEREBY AGREES TO SUPPLY ANY
ADDITIONAL WRITTEN INFORMATION THAT MAY BE REQUIRED BY THE COMPANY.

5.1.18 If there should be any adverse change in the representations
and information set forth herein prior to the Company's acceptance or
rejection of this subscription, the Investor will immediately notify the
Company of such change.

5.1.19 The Investor realizes that this Agreement does not
constitute an offer by the Company to sell the Securities, but is merely a
request for information. The Investor understands that the Company reserves
the right to reject subscriptions in whole or in part.

<PAGE> 9

5.1.20 The Investor represents that the only consideration given for
payment for the Securities is as set forth in the first paragraph of this
Agreement.

5.1.21 At the request of the Company, the Investor will promptly
execute such other instruments or documents as may be reasonably required in
connection with the purchase of the Securities. The Investor hereby agrees
that the representations and warranties set forth in this Agreement shall
survive the acceptance hereof by the Company, shall be binding upon the heirs,
executors, administrators, successors, and assigns of the Investor, but this
subscription is not voluntarily transferable or assignable by the Investor.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware.

(2) The Company makes the following representations and warranties to the
Investor:

5.2.1 Organization and Standing, Certificate and Bylaws. The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware and has full power and authority to own
and operate its properties and assets and to carry on its business as presently
conducted. The Company has furnished Investor or its counsel with copies of
its Restated Certificate of Incorporation and its Bylaws, as amended to the
date hereof. Said copies are true, correct, and complete and contain all
amendments through the date hereof. The Company has filed all documents
necessary for the Company to be qualified to do business in each state where
such qualification is required.

5.2.2 Capitalization. The authorized capital stock of the Company,
immediately prior to the Closing, will consist of 200,000,000 shares of Common
Stock, $0.0001 par value, 30,000,000 shares of Common Stock will be designated
Series A Common Stock, 120,000,000 shares of Common Stock will be designated
Series B Common Stock and 1,019,444 shares of Common Stock will be designated
Series C Common Stock. 48,980,556 shares of Common Stock shall be
undesignated. All issued and outstanding shares of the Company's capital stock
have been duly authorized and validly issued, and are fully paid and
nonassessable. All of the outstanding shares of Series B Common Stock and
Series C Common Stock, if any, have been duly and validly issued in compliance
with all applicable federal and state securities laws.

5.2.3 Subsidiaries. Except for NextWave Personal Communications
Inc., a Delaware corporation, and TELE*Code Inc., a Delaware corporation, the
Company has no subsidiaries. The Company does not presently own or control,
directly or indirectly, any equity interest in any

<PAGE> 10

other corporation, association or business entity. Except as set forth in
Schedule 4.2.3, each subsidiary of the Company is duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
full power and authority to own and operate its properties and assets and to
carry on its business as presently conducted.

5.2.4 Authorization. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement and the performance of
all the Company's obligations hereunder, subject to compliance with the HSR Act
and Section 310(b) of the Communications Act of 1934, and for the
authorization, issuance, sale and delivery of the Securities has been taken or
will be taken prior to such sale and delivery. This Agreement, when executed
and delivered, shall constitute valid and legally binding obligations of the
Company enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
subject to the availability of equitable remedies.

5.2.5 Validity of Securities. The sale of the Securities is not
and will not be subject to any preemptive rights or rights of first refusal
that have not been waived and, when issued, sold and delivered in compliance
with the provisions of this Agreement and the Restated Certificate of
Incorporation of the Company, the Securities will be validly issued, fully paid
and nonassessable, and will be free of any liens or encumbrances; provided,
however, that the Securities may be subject to restrictions on transfer under
state and/or federal securities laws and the rules and regulations of the FCC
as set forth herein or as otherwise required by such laws at the time a
transfer is proposed.

5.2.6 Rights in Proprietary Information. Except as set forth in
Schedule 4.2.6., the Company has not received any communications alleging that
the Company has violated or, by conducting its business as proposed, would
violate any of the patents, trademarks, service marks or other proprietary
rights of any other person or entity, nor does the Company have reason to
believe that it has violated or, by conducting its business as proposed, would
violate any of the patents, trademarks, service marks, or other proprietary
rights of any person or entity. The Company has sufficient right to
proprietary information, other than an FCC license, to conduct its business as
currently contemplated.

5.2.7 Material Contracts and Agreements. Except as set forth in
Schedule 4.2.7., and excluding obligations described in Section 4.2.8 below,
neither the Company nor its subsidiaries has any material contract, agreement,
lease, or other commitment, written or oral, absolute or contingent for which
the Company is obligated to pay in excess of Seventy-

<PAGE> 11

Five Thousand Dollars ($75,000). All material contracts, agreements, and
instruments to which the Company is a party are valid and binding and in full
force and effect in all material respects, and the Company is not in, and to
the best of the Company's knowledge, no other party thereto is in material
breach thereof.

5.2.8 Obligations to Related Parties. Set forth on 4.2.8 is a
schedule of (a) all of the obligations of the Company and its subsidiaries to
all officers, directors, shareholders, and employees of the Company, including
any member of their immediate families (other than normal accrued wages and
travel expense vouchers) and (b) all of the obligations of the Company's
officers, directors, shareholders, and employees, including any member of their
immediate families (other than expense advances made in the ordinary course of
the Company's business) to the Company, which schedule is complete and correct
in all material respects at the date of this Agreement.

5.2.9 Conduct of Business; Liabilities. The Company is not in
default under, and no condition exists that with notice or lapse of time would
constitute a default of the Company under (i) any mortgage, loan agreement,
evidence of indebtedness, or other instrument evidencing borrowed money to
which the Company is a party or by which the Company or the properties of the
Company are bound or (ii) any judgment, order, or injunction of any court,
arbitrator, or governmental agency that would reasonably be expected to affect
materially and adversely the business, financial condition, or results of
operations of the Company taken as a whole.

5.2.10 Financial Statements. The Company has furnished investor its
unaudited consolidated balance sheet as of November 17, 1995 and its unaudited
consolidated statements of income, changes in stockholders' equity and cash
flow for the period from the inception of the Company through the date thereof.
All such financial statements were prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods specified and present fairly the financial position of the Company and
its Subsidiaries as of such date and the results of the operations of the
Company and its Subsidiaries for such period. As of the date of such financial
statements, there are no liabilities, contingent or otherwise, not disclosed in
such financial statements that involve a material amount.

5.2.11 Compliance with Other Instruments. The Company is not in
violation of any term of its Restated Certificate of Incorporation or Bylaws
or any statute, rule or regulation applicable to the Company. The execution,
delivery, and performance of and compliance with this Agreement, and the
issuance and sale of the Securities pursuant hereto, will not result in any
violation of any term of the Restated Certificate of

<PAGE> 12

Incorporation or Bylaws of the Company, or any material mortgage, indenture,
contract, agreement, instrument, judgment, decree or order, or be in conflict
with or constitute a default under any such term, or result in the creation of
any mortgage, pledge, lien, encumbrance, or charge upon any of the properties
or assets of the Company; and there is no term of the Restated Certificate of
Incorporation or Bylaws of the Company or any material mortgage, indenture,
contract, agreement, instrument, judgment, decree or order which materially
adversely affects, or, so far as the Company may now reasonably foresee, in the
future may materially adversely affect the business, prospects, conditions,
affairs, or operations of the Company or any of its properties or assets.

5.2.12 Offering. Assuming the accuracy of the representations and
warranties of the Investor, the offer, issue, and sale of the Securities are
and will be exempt from the registration and prospectus delivery requirements
of the 1933 Act, and have been registered or qualified (or are exempt from
registration and qualification) under the registration, permit, or
qualification requirements of all applicable state securities laws.

5.2.13 Permits. Except for licenses and/or permits required under
applicable FCC rules and regulations, the Company has all franchises, permits,
licenses and any similar authority necessary for the conduct of its business as
it is now being conducted, the lack of which could materially and adversely
affect the business, properties, prospects, condition (financial or otherwise),
assets or operations of the Company, and believes it can obtain without undue
burden or expense, any similar authority for the conduct of its business as
planned to be conducted. The Company is not in default in any material respect
under any of such franchises, permits, licenses or other similar authority.

5.2.14 Litigation. There is no action, suit, proceeding,
investigation pending or currently threatened against the Company that
questions the validity of this Agreement, the Subscription Documents or the
right of the Company to enter into such agreements or to consummate the
transactions contemplated hereby or thereby, or that might result, either
individually or in the aggregate, in any material adverse change in the
business, assets, business properties, prospects, condition (financial or
otherwise) or operations of the Company, or in any material change in the
current equity ownership of the Company, the foregoing includes, without
limitation, any action, suit, proceeding, or investigation pending or currently
threatened involving the prior employment of any of the Company's employees,
their use in connection with the Company's business of any information or
techniques allegedly proprietary to any of their former employers, their
obligations under any agreements with prior employers, or negotiations by the
Company with potential backers of, or investors in, the

<PAGE> 13

Company or its proposed business. The Company is not a party to, or to the
best of its knowledge, named in any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality. There is no action, suit
or proceeding by the Company currently pending.

5.2.15 Employee Salaries. The Company has agreed to pay its
employees salaries in the amounts set forth in Schedule 4.2.8.

5.2.16 Conduct of Business. Other than attempting to arrange
financing in connection with the FCC Auction, the Company has not conducted
any material business prior to the date hereof, except as set forth in
Schedule 4.2.16.

5.2.17 FCC Compliance. The Company will use its best efforts to
comply with all rules and regulations promulgated by the FCC relating to the C
Block Auction.

(1) Effect of Representations. The representations and warranties made
by the Company are not limited in any manner by the representations and
warranties made by the Investor hereunder. The representations and warranties
contained herein made by the Company and the Investor shall survive the
execution and delivery of this Agreement.

6. Affirmative Covenants. The Company agrees that unless the holders of
at least 66.6% of the Series B Shares otherwise agree in writing, the Company
will do the following:

6.2.1 Corporate Rights and Facilities. Maintain and preserve its
corporate existence and all rights, franchises and other authority adequate for
the conduct of its business; maintain its properties, equipment and facilities
in good order and repair and conduct its business in an orderly manner without
voluntary interruption; and become duly qualified, licensed or domesticated as
a foreign corporation in good standing in each jurisdiction, if any where the
nature of its activities or its properties owned or leased makes such
qualification, licensing or domestication necessary.

6.2.2 Insurance. Maintain in full force and effect at the Company's
expense a policy or policies of insurance issued by insurers of recognized
responsibility, insuring the Company and its properties and business against
such losses and risks, and in such amounts, as are adequate for the business of
the Company.

6.2.3 Taxes and Other Liabilities. Pay and discharge before the same
become delinquent and before penalties accrue thereon, all taxes, assessments
and governmental charges upon or against it or any of its

<PAGE> 14

properties, and all its other material liabilities at any time existing, except
to the extent and so long as (i) the same are being contested in good faith and
by appropriate proceedings in such manner as not to cause any materially
adverse effect upon its financial condition or the loss of any right of
redemption from any sale thereunder and (ii) it shall have set aside on its
books reserves (segregated to the extent required by generally accepted
accounting principles) deemed by it adequate with respect thereto.

7. Attorneys; Fees. If either party commences legal proceedings for any
relief against the other party arising out of this Agreement, the losing party
shall pay the prevailing party's legal costs and expenses, including, but not
limited to, reasonable attorneys' fees as determined by the court.

8. Additional Covenants and Representations.

(a) The Company agrees to use its best efforts to make all filings
required under any statute, rule or regulation applicable to the Company and
will use its best efforts to be in compliance with any statute, rule or
regulation applicable to the Company.

(b) The Company agrees to execute the Shareholders' Rights Agreement and
the Stockholders' Voting Agreement, as each may be amended from time to time,
upon the satisfaction of all the conditions set forth in Exhibit "B" to the
Escrow Agreement.

(c) Except as otherwise set forth herein and excluding compliance with
the HSR Act, if applicable, and Section 310(b) of the Communications Act of
1934, the Company represents that it has obtained all required consents,
approvals and authorizations in connection with the issuance of the Series B
Shares and Series B Warrants and the consummation of the transaction
contemplated by this Agreement, excluding any consents, approvals and or
authorizations which may be required by any Federal or state securities laws
or any laws of any foreign jurisdiction.

(d) The Company represents that it will present to the Company's Board
of Directors for approval the employee stock option plan pursuant to which any
and all options that heretofore have been or hereafter are issued to employees
or officers of, or consultants to, the Company, which plan in any event (i) may
not provide for the issuance of options to acquire shares of stock of the
Company representing more than 12.5% of the equity of the Company on a fully
diluted basis (which representation shall not be deemed violated in the event
the Company has issued options to acquire less than 10,000,000 shares of Series
B Common Stock), (ii) shall provide for vesting over a period of not less than
five (5) years, (iii) shall provide for a

<PAGE> 15

performance based vesting provision, (iv) shall provide that all options
granted thereunder shall be exercisable at a price approved by the Board of
Directors from time to time for the shares subject thereto on the date of such
grant in compliance with then applicable provisions of the Internal Revenue
Code and (v) shall provide such other provisions as deemed acceptable by the
Board of Directors.

9. Acceptance. This subscription is subject to final acceptance by the
Company, to be evidenced by the signature of an officer of the Company as set
forth on the Agreement Signature Page.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE> 16

IN WITNESS WHEREOF, the Investor has executed this Agreement on this __
day of March, 1996.

LCC, L.L.C., A Delaware Limited
Liability Company

By: /s/ PIYUSH SODHA
---------------------------------
Its:
---------------------------------

[INVESTOR SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]

<PAGE> 17

SUBSCRIPTION ACCEPTED FOR LCC, L.L.C., A Delaware Limited Liability
company )("Investor"), for the securities and on the terms set forth below:

<TABLE>
<CAPTION>
NO. OF SHARES OF NO. OF WARRANTS TO PURCHASE
SHAREHOLDER SERIES B COMMON STOCK SERIES B COMMON STOCK SUBSCRIPTION PRICE
- ----------- --------------------- --------------------- ------------------
<S> <C> <C> <C>
Investor 1,666,666 Pro-rate share of $3.00
5 million warrants,
exact number to be
determined
</TABLE>

NEXTWAVE TELECOM, INC.
A DELAWARE CORPORATION

By: /s/ Allen Salmasi
-----------------------
Allen Salmasi,
Chief Executive Officer

[COMPANY SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]

<PAGE> 1
EXHIBIT 10.20

OFFICE BUILDING LEASE

FOR

LCC, L.L.C.

ARLINGTON COURTHOUSE PLAZA II
SUITE 200
ARLINGTON, VIRGINIA 22201

CHARLES E. SMITH MANAGEMENT, INC.
2345 CRYSTAL DRIVE
CRYSTAL CITY
ARLINGTON, VIRGINIA 22202

[SMITH LOGO]

CHARLES E. SMITH COMPANIES

<PAGE> 2

TABLE OF CONTENTS

SPECIFIC AND GENERAL PROVISIONS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
1. SPECIFIC PROVISIONS .....................................................1
2. RENT ....................................................................1
2.1 Base Annual Rent ..................................................1
2.2 Additional Rent ...................................................1
(a) Real Estate Taxes ...........................................1
(b) Operating Expenses ..........................................1
(c) CPI .........................................................1
(d) Changes in Landlord's Fiscal Year ...........................2
2.3 Additional Rent Estimates and Adjustments .........................2
2.4 Rent Adjustment Limit..............................................3
2.5 Survival of Rent Obligation .......................................3
2.6 Pro Rata Share ....................................................3
2.7 Prorated Rent .....................................................3
2.8 Application of Rent ...............................................3
2.9 Late Payment Fee ..................................................3
2.10 Other Tenant Costs & Expenses ....................................4
3. CONSTRUCTION OF PREMISES AND OCCUPANCY ..................................4
3.1 Tenant Plans, Construction and Rent Liability......................4
3.2 Possession ........................................................4
3.3 Occupancy Permits .................................................5
4. SUBLETTING AND ASSIGNMENT................................................5
4.1 Consent ...........................................................5
4.2 Recapture of Premises .............................................5
4.3 Excess Rent .......................................................5
4.4 Tenant Liability ..................................................5
5. SERVICES AND UTILITIES ..................................................6
5.1 Building Standard Services and Utilities ..........................6
5.2 Overtime Services .................................................6
5.3 Excessive Electrical Usage ........................................6
5.4 Excessive Heat Generation .........................................7
5.5 Security ..........................................................7
6. USE AND UPKEEP OF PREMISES ..............................................7
6.1 Use ...............................................................7
6.2 Illegal and Prohibited Uses .......................................7
6.3 Insurance Rating ..................................................7
6.4 Alterations .......................................................7
6.5 Maintenance By Landlord ...........................................8
6.6 Signs & Advertising ...............................................9
6.7 Excessive Floor Load ..............................................9
6.8 Moving & Deliveries ...............................................9
6.9 Rules and Regulations .............................................9
6.10 Tenant Maintenance & Conditions of Premises Upon Surrender........10
6.11 Tenant Equipment .................................................10
7. ACCESS ..................................................................10
7.1 Landlord's Access .................................................10
7.2 Restricted Access .................................................10
8. LIABILITY ...............................................................10
8.1 Personal Property..................................................10
</TABLE>

-i-

<PAGE> 3

<TABLE>
<S> <C>
8.2 Criminal Acts of Third Parties ....................................11
8.3 Public Liability...................................................11
8.4 Tenant Insurance...................................................11
9. DAMAGE ..................................................................12
9.1 Damages Caused By Tenant ..........................................12
9.2 Fire or Casualty Damage ...........................................12
9.3 Untenantability ...................................................12
10. CONDEMNATION ...........................................................13
10.1 Landlord Rights to Award .........................................13
10.2 Tenant Right to File Claim .......................................13
11. BANKRUPTCY .............................................................13
11.1 Events of Bankruptcy .............................................13
11.2 Landlord's Remedies ..............................................13
12. DEFAULTS & REMEDIES ....................................................15
12.1 Default...........................................................15
12.2 Remedies .........................................................15
12.3 Landlord's Right to Relet ........................................15
12.4 Recovery of Damages...............................................15
12.5 Waiver............................................................16
12.6 Anticipatory Repudiation .........................................16
12.7 Tenant Abandonment of Premises ...................................16
13. SUBORDINATION ..........................................................17
13.1 Subordination ....................................................17
13.2 Estoppel Certificate .............................................17
13.3 Attornment .......................................................17
13.4 Mortgagee Rights .................................................18
14. TENANT HOLDOVER ........................................................18
14.1 With Landlord Consent ............................................18
14.2 Without Landlord Consent .........................................19
15. SECURITY DEPOSIT .......................................................19
16. QUIET ENJOYMENT ........................................................19
17. SUCCESSORS .............................................................19
18. WAIVER OF JURY TRIAL ...................................................20
19. REASONABLENESS OF LANDLORD AND TENANT ..................................20
20. PRONOUNS & DEFINITIONS .................................................20
21. NOTICES ................................................................20
21.1 Addresses for Notices ............................................20
21.2 Effective Date of Notice .........................................20
22. EXHIBITS; SPECIAL PROVISIONS ...........................................20
22.1 Incorporation in Lease ...........................................20
22.2 Conflicts ........................................................20
23. CAPTIONS ...............................................................20
24. ENTIRE AGREEMENT; MODIFICATION .........................................20
25. SEVERABILITY ...........................................................21
</TABLE>

-ii-

<PAGE> 4

<TABLE>
<S> <C>
26. RENT ...................................................................21
27. ACCEPTANCE OF SPACE ....................................................21
28. PARKING ................................................................21
29. SUBLETTING .............................................................21
30. SERVICES AND UTILITIES .................................................21
31. USE AND UPKEEP OF PREMISES .............................................22
32. LIABILITY ..............................................................23
33. DAMAGE .................................................................23
34. DEFAULTS AND REMEDIES ..................................................24
35. REASONABLENESS OF LANDLORD AND TENANT ..................................24
36. TENANT'S HOLDOVER ......................................................24
37. LIMITATION OF LIABILITY ................................................24
38. LANDLORD'S INSURANCE ...................................................24
39. EXECUTION OF DOCUMENT ..................................................25
</TABLE>

-iii-

<PAGE> 5

This Lease, made this 19th day of March, 1996, between SECOND COURTHOUSE
PLAZA ASSOCIATES LIMITED PARTNERSHIP, a Virginia limited partnership,
(hereinafter referred to as "Landlord"), and LCC, L.L.C., a Delaware limited
liability company, (hereinafter referred to as "Tenant").

1. SPECIFIC PROVISIONS

1.1 DEMISED PREMISES

(a) SPACE DESCRIPTION: Suite 200 as presently constructed.

(b) FLOOR AREA: Approximately 19,630 square feet (Washington D.C.
Association of Realtors Standard Floor Area Measure
in effect at the time of execution of this Lease).

(d) ADDRESS: 2300 Clarendon boulevard
Arlington, Virginia 22201

1.2 TERM OF LEASE: One (1) year, commencing on April 1, 1996
("Lease Commencement Date"), and expiring on March 31, 1997, both
dates inclusive.

1.3 BASE ANNUAL RENT: Five Hundred Thirty Thousand Ten and
00/100 Dollars ($530,010.00), payable in equal monthly installments
of Forty-Four Thousand One Hundred Sixty-Seven and 50/100 Dollars
($44,167.50), hereinafter referred to as "base monthly rent".

1.4 BASE YEAR: Not Applicable.

1.5 ADDITIONAL RENT: Not Applicable.

1.6 SECURITY DEPOSIT: None.

1.7 (a) DATE TENANT APPROVED PRELIMINARY PLANS TO BE FURNISHED:
Not Applicable.

(b) WORKING DAYS TO PREPARE WORKING DRAWINGS AND COST
ESTIMATE: Not Applicable.

1.8 STANDARD BUILDING OPERATING DAYS AND HOURS:

8:00 AM to 6:00 PM Monday - Friday
8:00 AM to 1:00 PM Saturday

1.9 USE OF PREMISES:

General office use in keeping with the quality and nature
of this first class office building

Ex1

<PAGE> 6

1.10 (a) ADDRESS FOR NOTICES TO TENANT:

LCC, L.L.C.
2300 Clarendon Boulevard
Suite 800
Arlington, Virginia 22201

(b) ADDRESS FOR NOTICES TO LANDLORD:

Second Courthouse Plaza Associates Limited Partnership
c/o Charles E. Smith Management, Inc.
2345 Crystal Drive
Arlington, Virginia 22202

ADDRESS FOR PAYMENT OF RENT:

Second Courthouse Plaza Associates Limited Partnership
c/o Charles E. Smith Management, Inc.
P.O. Box 641472
Pittsburgh, PA 15264-1472

1.11 SPECIAL PROVISIONS:

Rent Section 26
Acceptance of Space Section 27
Parking Section 28
Subletting Section 29
Services and Utilities Section 30
Use and Upkeep of Premises Section 31
Liability Section 32
Damage Section 33
Defaults & Remedies Section 34
Reasonableness of Landlord and Tenant Section 35
Tenant's Holdover Section 36
Limitation of Liability Section 37
Landlord's Insurance Section 38
Execution of Document Section 39

1.12 EXHIBITS TO LEASE:

Exhibit "A" - Not Applicable
Exhibit "B" - Not Applicable
Exhibit "C" - Building Rules and Regulations

Ex2

<PAGE> 7

IN WITNESS WHEREOF, Landlord has caused this Lease, comprised of Specific
Provisions, General Provisions, Special Provisions and Exhibits to be signed
and sealed by one or more of its Officers, General Partners, Trustees, or
Agents, and Tenant has caused this Lease, as described above, to be signed in
its legal name by its duly authorized member and its seal to be hereto affixed
and duly attested.

WITNESS: LANDLORD: SECOND COURTHOUSE
PLAZA ASSOCIATES
LIMITED PARTNERSHIP

/s/ JENNIFER E. THOMPSON BY /s/ ROBERT P. KOGOD (SEAL)
- ---------------------------- -------------------------------------
General Partner

ATTEST: TENANT: LCC, L.L.C.

BY /s/ PIYUSH SODHA (SEAL)
- ---------------------------- -------------------------------------
SEAL Name:
Title:

Ex3

<PAGE> 8

GENERAL PROVISIONS

2. RENT

2.1 BASE ANNUAL RENT. Tenant shall pay the first monthly installment of
Base Annual Rent upon execution of this Lease. Tenant shall pay the remaining
monthly installments of Base Annual Rent specified in Section 1.3 in advance
without deduction or demand, on the first day of each and every calendar month
throughout the entire term of the Lease, as specified in Section 1.2, to and at
the office of Landlord's Agent, Charles E. Smith Management, Inc., 2345 Crystal
Drive, Arlington, Virginia 22202, or to such other person or at such other
place as landlord may hereafter designate in writing.

2.2 ADDITIONAL RENT. For purposes of computing additional rent hereunder,
the Base Year as used in this Section 2 is stipulated in Section 1.4. If
dollar amounts for Base Year real estate taxes and operating expenses are
stipulated under Section 1.4, such dollar amounts shall be used in calculating
additional rent for the purposes of this Lease and shall prevail regardless of
actual historical dollar amounts for the Base Year. Commencing on the date
specified in Section 1.5, and continuing throughout the term of this Lease,
Tenant shall pay to Landlord as additional rent each of the following:

(a) REAL ESTATE TAXES. Tenant's pro rata share, as indicated in
Section 1.5(a), of any increase in real estate taxes during each fiscal year of
Landlord over the Base Year real estate taxes. The term "real estate taxes"
shall mean all taxes, general and special, levied or assessed on the land and
the building improvements of which the Demised Premises is a part, and on any
land an/or improvements now or hereafter owned by Landlord that provide the
building or the Demised Premises with parking or other services.

(b) OPERATING EXPENSES. Tenant's pro rata share, as indicated in
Section 1.5(b), of any increase in operating expenses during each fiscal year of
Landlord over the Base Year operating expenses.

(i) The term "operating expenses" shall mean any and all expenses
incurred by Landlord in connection with the servicing, operation, maintenance
and repair of the building and related interior and exterior appurtenances of
which the Demised Premises is a part, and the cost of any services incurred in
order to achieve a reduction of or to minimize the increase in operating
expenses, including without limitation, management fees, capital expenditures
for equipment or systems installed to reduce or minimize increases in operating
expenses and capital expenditures required by any governmental ordinance, or
depreciation or amortization based on the useful life expectancy of such
equipment or systems or expenditures, the cost of contesting the validity or
amount of real estate taxes, and periodic increases in ground rent payments
under any ground Lease existing at the execution of this Lease. Certain of
these expenses may be apportioned among two or more buildings in the same
complex or locality owned by Landlord and/or managed by Landlord's Agent.

(ii) Operating expenses shall not include any of the following,
except to the extent that such costs and expenses are included in operating
expenses as described in Subsection 2.2(b)(i) above: capital expenditures and
depreciation of the building; painting or decorating of tenant space; interest
and amortization of mortgages; ground rent; compensation paid to officers or
executives of Landlord; taxes as measured by the net income of Landlord from
the operation of the building; increases in real estate taxes; and brokerage
commissions.

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in the year stipulated in Section 1.5(c) (hereinafter "base period"). If such
Index shall be discontinued or revised without substitution of a comparable
successor Index, the parties shall attempt to agree upon a substitute formula.
If the parties are unable to agree upon a substitute formula, then the matter
shall be determined by arbitration in accordance with the rules of the American
Arbitration Association then prevailing. Any substitute formula determined by
arbitration shall include all of the same items included in the Index effective
at the execution of this Lease and shall be so designed as to achieve a result
as close as possible to the result that would have been achieved if the
discontinued Index were available. Costs of any such arbitration shall be
shared equally by Tenant and Landlord.

(d) CHANGES IN LANDLORD'S FISCAL YEAR. Landlord shall have the right
to change its fiscal year from time to time. If Landlord changes its fiscal
year during the term of this Lease, thereby creating a fiscal year with fewer
than twelve (12) months (hereinafter "short year"), the real estate taxes and
operating expenses for the short year shall be determined on an annualized
basis by taking the monthly average of the actual real estate taxes and
operating expenses, respectively, and multiplying each by twelve. The amounts
determined by this method shall be used in determining the increases described
in Subsections 2.2(a) and (b) for the "short year".

2.3 ADDITIONAL RENT ESTIMATES AND ADJUSTMENTS.

(a) In order to provide for current monthly payments of additional
rent, Landlord shall submit to Tenant prior to January 1st of each year a
statement of Landlord's estimate of the amount of the increases described in
Section 2.2 above together with the amount of Tenant's additional rent which is
estimated to result from such increases. Commencing on the date stipulated in
Section 1.5, and continuing throughout the remaining term of this Lease, Tenant
shall pay each month one-twelfth (1/12th) of Tenant's pro rata share of
Landlord's estimate of the increase in each year for (i) real estate taxes and
(ii) operating expenses, over such items for the Base Year. In addition,
Tenant shall pay each month one-twelfth (1/12th) of Landlord's estimate of the
annual rent increase due to the percentage increase in the Consumer Price Index
over the Base Period.

(b) If payment of additional rent begins on a date other than January
1st under this Lease, in order to provide for current payments of additional
rent through December 31st of that partial calendar year, Landlord shall
submit to Tenant a statement of Landlord's estimate of Tenant's additional
rent for that partial year, stated in monthly increments, resulting from the
increases described in Section 2.2 above. Tenant shall make these payments of
estimated additional rent together with its installments of base monthly rent.

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<PAGE> 10

accountant, which shall be supplied to Tenant within a reasonable time after
Tenant's written request. Unless Tenant asserts specific error(s) within
thirty (30) days after Landlord has complied with Tenant's request, Tenant
shall have no right to contest the statement of actual figures for the year
submitted by Landlord. No such request shall extend the time for payments as
set forth in this Section 2.3 above. If Tenant has given proper notice, and if
it shall be determined that there is an error in Landlord's statement, Tenant
shall be entitled to a credit for any overpayment, which shall be applied to
the next installment of rent or refunded to a Tenant who has vacated the
premises, or Tenant shall be billed for any underpayment and shall remit any
amount owing to Landlord within ten (10) days of receipt of such statement.

(e) In the event Tenant questions the validity of the statement of
operating expenses submitted by Landlord, Tenant shall have the right to
examine or have its accountant examine at the office of Landlord's accountant
the books and records from which such statement has been prepared. No such
examination shall extend the time for payments due in accordance with this
Section 2.3, however. Tenant shall pay upon demand a reasonable sum to
reimburse Landlord for the costs of services of Landlord's accountant in
cooperating and assisting in the examination. If any error amounting to more
than five (5) percent in the operating expenses statement is found, Landlord
shall bear its accountant's costs as aforesaid.

2.4 RENT ADJUSTMENT LIMIT. Notwithstanding any adjustments to rent as
provided for above, in no event shall the total rent be paid by tenant in any
month during the term of this Lease or any extension thereof be less than the
base monthly rent stipulated in Section 1.3

2.5 SURVIVAL OF RENT OBLIGATION. The obligation of Tenant with respect to
the payment of rent, or additional rent as defined in Sections 2.2 and 2.10,
accrued and unpaid during the term of the Lease, shall survive the expiration
or earlier termination of the Lease.

2.6 PRO RATA SHARE. Tenant's "pro rata share" stipulated in Section
1.5(a) and (b) represents the ratio that the area of the Demised Premises bears
to the total rentable area of office space contained in the building.

2.7 PRORATED RENT. Any rent or additional rent payable for one or more
full calendar months in a partial calendar year at the beginning or end of the
Lease term shall be prorated based upon the number of months. Any rent or
additional rent payable for a portion of a month shall be prorated based upon
the number of days in the applicable calendar month.

2.8 APPLICATION OF RENT. No payment by Tenant or receipt by Landlord of
lesser amounts of rent or additional rent than those herein stipulated shall be
deemed to be other than on account of the earliest unpaid stipulated rent. No
endorsement or statement on any check or any letter accompanying any check or
payment as rent shall be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such rent or pursue any other remedy provided in this Lease.
Any credit due to Tenant hereunder by reason of overpayment of additional rent
shall first be applied to any damages or rent owed to Landlord by Tenant if
Tenant shall be in default when said credit shall be owed.

2.9 LATE PAYMENT FEE. In the event any installment of rent or additional
rent due hereunder is not paid within ten (10) calendar days after it is due,
then Tenant shall also pay to Landlord as additional rent a late payment fee
equal to five percent (5%) of such delinquent rent for each and every month of
part thereof such rent remains unpaid.

2.10 OTHER TENANT COSTS & EXPENSES. All costs and expenses which Tenant
assumes or agrees to pay to Landlord pursuant to this Lease, including without
limitation costs of construction and alterations, shall be deemed additional
rent and, in the event of nonpayment thereof, Landlord shall have all the
rights and remedies herein provided for in case of nonpayment of rent,
including assessment of late payment fees.

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<PAGE> 11

3. CONSTRUCTION OF PREMISES AND OCCUPANCY

3.1 TENANT PLANS, CONSTRUCTION AND RENT LIABILITY. Tenant shall deliver
to Landlord for its approval, by the date specified in Section 1.7(a),
preliminary plans approved in writing by Tenant showing its partition,
electrical, telephone and all other requirements set forth in Tenant Plans
Guidelines (which shall have been provided by Landlord to Tenant). Tenant
preliminary plans shall permit the preparation of working drawings and cost
estimate, and shall be certified by Tenant's architects or engineers to be in
compliance with applicable building and fire codes. Landlord's approval of
Tenant plans or work does not constitute certification by Landlord that said
plans or work meet the applicable requirements of any building codes, laws, or
regulations, nor shall it impose any liability whatsoever upon Landlord. If
Tenant's plans are not in compliance with applicable building and fire codes,
they shall not be deemed acceptable to Landlord. If Tenant's plans are
acceptable to Landlord, Landlord shall have working drawings prepared. Nothing
contained in this Section 3.1, nor any delay in completing the Demised
Premises, shall in any manner affect the commencement date of this Lease set
forth in Section 1.2 or Tenant's liability for the payment of rent from such
commencement date, except as follows. If Landlord requires longer than the
number of working days stipulated in Section 1.7(b) to prepare working drawings
and prepare the cost estimate following receipt of Tenant's approved
preliminary drawings, or if Landlord requires longer than the number of working
days stipulated in Section 1.7(c) to substantially complete construction
improvements in the Demised Premises, then the date for payment of rent
covenanted and reserved to be paid herein shall be put off by one day for each
extra day Landlord requires for the foregoing preparation of working drawings
and cost estimate and/or substantial completion of construction improvements.
For purposes of this Section 3.1, substantial completion of construction
improvements shall mean when all work to be performed by Landlord pursuant to
the approved working drawings has been completed, except for minor items of
work and minor adjustments of equipment and fixtures that can be completed
after occupancy of the Demised Premises without causing undue interference with
Tenant's reasonable use of the Demised Premises (i.e., so-called "punch-list"
items). In the event Tenant's plans specify any improvements that are not
building standard, however, the delivery and installation of which precludes
Landlord from completing the Demised Premises for Tenant's occupancy by the
commencement date hereof, or in the event any work to be performed by Tenant or
Tenant's contractors delays Tenant's occupancy by the commencement date hereof,
Tenant shall nevertheless remain liable for the payment of rent from such
commencement date.

3.2 POSSESSION. If Landlord shall be unable to tender possession of the
Demised Premises on the date of the commencement of term hereof, set forth in
Section 1.2, by reason of: (a) the fact that the premises are located in a
building being constructed and which has not been sufficiently completed to
make the premises ready for occupancy; (b) the holding over or retention of
possession of any tenant or occupant; or (c) for any other reason beyond
control of Landlord, Landlord shall not be subject to any liability for the
failure to tender possession on said date. In the case of holding over,
provided Landlord shall promptly institute suit for recovery of the premises
and diligently pursue the same, Landlord shall have no responsibility for any
delay in tendering possession of the Demised Premises. Under such
circumstances the rent reserved and covenanted to be paid herein shall not
commence until possession of the Demised Premises is tendered to Tenant. No
such failure to give possession on the date of commencement of the term shall
in any other respect affect the validity of this Lease or the obligations of
Tenant hereunder, nor shall same be construed to extend the termination date of
this Lease set forth in Section 1.2 If permission is given to Tenant to enter
into possession of the Demised Premises prior to the date specified as the
commencement of the term of this Lease, Tenant covenants and agrees that such
occupancy shall be deemed to be under all the terms, covenants, conditions and
provisions of this Lease, except that Tenant shall be responsible for payment
of rent, in advance, at the rate of 1/30th of the base monthly rent set forth
in Section 1.3 for each day of such occupancy prior to the date for the
commencement of the term of this Lease.

3.3 OCCUPANCY PERMITS. Tenant shall be responsible for obtaining
occupancy permits and any other permits or licenses necessary for its lawful
occupancy of the Demised Premises.

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<PAGE> 12

4. SUBLETTING AND ASSIGNMENT

4.1 CONSENT. Tenant will not sublet the Demised Premises or any part
thereof or transfer possession or occupancy thereof to any person, firm or
corporation, or transfer or assign this Lease, without the prior written
consent of Landlord, which consent shall be in Landlord's sole discretion to
give or withhold. No subletting or assignment hereof shall be effected by
operation of law or in any other manner unless with prior written consent of
Landlord. Tenant further agrees that any permitted subletting of the Demised
Premises shall be subject to the provisions of Section 4.3. No assignment
shall be made except for the entire premises demised by this Lease. Tenant
further agrees that any permitted assignment of the Lease may be conditioned
upon payment of consideration to be agreed upon by Landlord and Tenant. Any
subletting or assignment consented to by Landlord shall be evidenced in writing
in a form acceptable to Landlord. Consent by Landlord to any assignment or
subletting by Tenant shall not operate as a waiver of the necessity for
obtaining Landlord's consent in writing to any subsequent assignment or
subletting; nor shall the collection or acceptance of rent from any such
assignee, subtenant or occupant constitute a waiver or release of Tenant of any
covenant or obligation contained in this Lease. In the event that Tenant
defaults under this Lease in the payment or rent or additional rent, Tenant
hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby
authorizes each such subtenant to pay said rent directly to Landlord.

4.2 RECAPTURE OF PREMISES. In the event Tenant desires to sublet the
Demised Premises or assign the Lease, Tenant shall give the Landlord written
notice of Tenant's intended subtenant or assignee in order to secure Landlord's
written consent in accordance with Section 4.1. Within ninety (90) days of
receipt of said notice, Landlord shall have the right: (i) to terminate this
Lease by giving Tenant not less than thirty (30) days' notice in the case of an
assignment of the entire Lease or a subletting of more than fifty percent (50%)
of the Demised Premises; or (ii) to terminate this Lease and simultaneously to
enter into a new Lease with Tenant for that portion of the Demised Premises
Tenant may desire to retain upon the same terms, covenants and conditions of
the existing Lease as applicable to the space retained. If Landlord exercises
its right to terminate this Lease, Tenant agrees that Landlord shall have
access to all or a portion of the Demised Premises sixty (60) days prior to the
effective termination date for remodeling or redecorating purposes.

4.3 EXCESS RENT. In the event Landlord does not exercise its right to
terminate this Lease, and Landlord has granted its written consent, Tenant may
sublet all or a portion of the Demised Premises. Any rent accruing to Tenant
as the result of such sublease, which is in excess of the pro rata share of
rent then being paid by Tenant for the portion of the Demised Premises being
sublet, shall be paid by Tenant to Landlord monthly as additional rent.

4.4 TENANT LIABILITY. In the event of any subletting of the Demised
Premises or assignment of this Lease by Tenant, with or without Landlord's
consent, Tenant shall remain liable to Landlord for payment of the rent
stipulated herein and all other covenants and conditions contained herein.

5. SERVICES AND UTILITIES

5.1 BUILDING STANDARD SERVICES AND UTILITIES. Landlord shall furnish
sufficient electric current for lighting and office equipment, such as
typewriters, calculators, small copiers and similar items, subject to the
limitations of Section 5.3, water for lavatory and drinking purposes, lavatory
supplies, fluorescent tube replacements, automatically operated elevator
service and nightly cleaning service in accordance with Landlord's prevailing
practices, as they may be established from time to time, except that Landlord
shall not be responsible for cleaning Tenant kitchens or private bathrooms,
Tenant rugs, carpeting and drapes. Landlord further agrees to furnish heating
and cooling during the appropriate seasons of the year, between the hours and
on the days set forth in Section 1.8 (exclusive of legal public holidays as
defined in Section 6103 (a) and (c) of Title 5 of the United States Code, as it
may be hereafter be amended, with holidays falling on Saturday observed on the
preceding Friday and holidays falling on Sunday observed on the following
Monday). All of

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<PAGE> 13

the aforesaid services shall be provided without cost to Tenant except as such
expenses may be included in calculating the additional rent pursuant to the
provisions of Sections 2.2 and 2.3. Landlord shall not be liable for failure
to furnish, or for suspension or delays in furnishing, any of such services
caused by breakdown, maintenance or repair work, strike, riot, civil commotion,
governmental regulations or any other cause or reason whatever beyond the
control of Landlord. Suspension or interruption of services shall not result
in any abatement of rent, be deemed an eviction or relieve Tenant of
performance of Tenant's obligations under this Lease.

5.2 OVERTIME SERVICES. Should Tenant require heating and cooling services
beyond the hours and/or days stipulated in Section 1.8, upon receipt of at
least 72 hours prior written notice from Tenant, Landlord will furnish such
additional service at the then prevailing hourly rates, as established by
Landlord from time to time; provided, further, that there will be a minimum
charge of four (4) hours each time overtime services are required.

5.3 EXCESSIVE ELECTRICAL USAGE.

(a) Tenant will not install or operate in the Demised Premises any
heavy duty electrical equipment or machinery without first obtaining prior
written consent of Landlord. Landlord may, among other conditions, require as a
condition to its consent for the installation of such equipment or machinery,
payment by Tenant as additional rent for excess consumption of electricity that
may be occasioned by the operation of said equipment or machinery. Landlord
may make periodic inspections of the Demised Premises at reasonable times to
determine that Tenant's electrically operated equipment and machinery complies
with the provisions of this Section and Section 5.4

(b) The total average consumption of electricity, including lighting,
in excess of five (5) watts per square foot for the Demised Premises shall be
deemed excessive. Additionally, any individual piece of electrically operated
machinery or equipment having a name plate rating in excess of two (2)
kilowatts shall also be deemed as requiring excess electric current.

(c) Landlord may require that one or more separate meters be installed
to record the consumption or use of electricity, or shall have the right to
cause a reputable independent electrical engineer to survey and determine the
quantity of electricity consumed by such excessive use. The cost of any such
survey or meters and of installation, maintenance and repair thereof shall be
paid for by Tenant. Tenant agrees to pay Landlord (or the utility company, if
direct service is provided by the utility company), promptly upon demand
therefor, for all such electric consumption and demand as shown by said meters,
or a flat monthly charge determined by the survey, as applicable, at the rates
charged for such service by the local public utility company. If Tenant's cost
of electricity based on meter readings is to be paid to Landlord, Tenant shall
pay a service charge related thereto.

5.4 EXCESSIVE HEAT GENERATION. Landlord shall not be liable for its
failure to maintain comfortable atmospheric conditions in all or any portion of
the Demised Premises due to heat generated by any equipment, machinery or
additional lighting installed by Tenant (with or without Landlord's consent)
that exceeds design capabilities for the building of which the Demised Premises
are a part. If Tenant desires additional cooling to offset excessive heat
generated by such equipment or machinery, Tenant shall pay for auxiliary
cooling equipment, and its operating costs including without limitation
electricity, gas, oil and water, or for excess electrical consumption by the
existing cooling system, as appropriate.

5.5 SECURITY. Any security measures that Landlord may undertake are for
protection of the building only and shall be relied upon by Tenant to protect
Tenant, Tenant's property, or employees, or their property.

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<PAGE> 14

6. USE AND UPKEEP OF PREMISES

6.1 USE. Tenant shall use and occupy the Demised Premises for the
purposes specified in Section 1.9 and only in accordance with applicable zoning
and other municipal regulations and for no other purpose whatsoever.

6.2 ILLEGAL AND PROHIBITED USES. Tenant will not use or permit the
Demised Premises or any part thereof to be used for any disorderly, unlawful or
extra hazardous purpose and will not manufacture any commodity therein. Tenant
will not use or permit the Demised Premises to be used for any purposes that
interfere with the use and enjoyment by other tenants of the building nor
which, in Landlord's opinion, impair the reputation or character of the
building of which the Demised Premises form a part. Tenant shall refrain from
and discontinue such use upon receipt of written notice from Landlord or no
later than three (3) days after mailing thereof.

6.3 INSURANCE RATING. Tenant will not do or permit anything to be done in
the Demised Premises or the building of which they form a part or bring or keep
anything therein which shall in any way increase the rate of fire or other
insurance in said building, or on the property kept therein, or obstruct, or
interfere with the rights of other tenants, or in any way injure or annoy them,
or those having business with them, or conflict with them, or conflict with the
fire laws or regulations, or with any insurance policy upon said building or
any part thereof, or with any statutes, rules or regulations enacted or
established by the appropriate governmental authority.

6.4 ALTERATIONS.

(a) Tenant will not make any alterations, installations, changes,
replacements, repairs, additions or improvements (structural or otherwise) in
or to the Demised Premises or any part thereof, without the prior written
consent of Landlord. All Tenant plans and specifications shall be submitted to
Landlord for prior approval. Landlord may, among other things, condition its
consent upon Tenant's agreement that any construction up-gradings required by
any governmental authority as the result of Tenant's work, either in the
Demised Premises or in any other part of the building, will be paid for by
Tenant. Tenant shall not install any equipment of any kind or nature
whatsoever which will or may necessitate any changes, replacements or additions
to the water system, plumbing system, heating system, air-conditioning system
or the electrical system of the Demised Premises without the prior written
consent of the Landlord. Tenant shall not install or use in the building any
air conditioning unit, engine, boiler, generator, machinery, heating unit,
stove, water cooler, ventilator, radiator or any other similar apparatus
without the prior written consent of Landlord, and then only as Landlord may
direct. Tenant shall not modify or interfere with the heating, ventilating and
air-conditioning supply, return or control systems without the prior written
consent of Landlord, and then only as Landlord may direct. Landlord may
condition its consent upon Tenant's payment of all costs to make such changes,
replacement or modifications. Landlord's consent to any work by Tenant or
approval of Tenant plans or specifications shall not be deemed a certification
that such work complies with applicable building codes, laws or regulations,
nor shall it impose any liability whatsoever upon Landlord.

(b) All of Tenant's approved work shall be done in accordance with
Landlord's Supplemental Rules and Regulations for Contractors and shall be done
by duly licensed contractors in accordance with all applicable laws, codes,
ordinances, rules and regulations, and Tenant shall obtain at its cost any
required permits, licenses or inspections for performance of its work. Tenant
must obtain an executed waiver of lien from each contractor or vendor that will
perform or furnish to Tenant work, labor, services or materials for any
alterations, installations, replacements, additions or improvements in or to
the Demised Premises, prior to the commencement of such work. Notwithstanding
the aforesaid, if any mechanic's lien shall at any time, whether before, during
or after the Lease term, be filed against any part of the building by reason to
work, labor, services or materials performed for or furnished to Tenant, Tenant
shall forthwith cause the lien to be discharged of record or bonded off to the
satisfaction of Landlord. If Tenant shall fail to cause such lien to be
discharge or bonded off within five (5) days after being notified of the filing
thereof, then, in

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<PAGE> 15

addition to any other right to remedy of Landlord, Landlord may discharge the
lien by paying the amount claimed to be due. The amount paid by Landlord, and
all costs and expenses, including reasonable attorney's fees incurred by
Landlord in procuring the discharge of the lien, shall be due and payable by
Tenant to Landlord as additional rent on the first day of the next following
month, or if the Lease term as expired, upon demand.

(c) All alterations, installations, including without limitation wall
to wall carpet and drapery and drapery accessories, changes, replacements,
repairs, additions, or improvements to or within the Demised Premises (whether
with or without Landlord's consent), shall at the election of Landlord remain
upon the Demised Premises and be surrendered with the Demised Premises at the
expiration of this Lease without disturbance, molestation or injury. Should
Landlord elect that alterations, installations, changes, replacements, repairs,
additions to or improvements made by or for Tenant upon the Demised Premises be
removed upon termination of this Lease or upon termination of any renewal
period hereof, Tenant hereby agrees that Landlord shall have the right to cause
same to be removed at Tenant's sole cost and expense. Tenant hereby agrees to
reimburse Landlord for the cost of such removal together with the cost of
repairing any damage resulting therefrom, and the cost of restoring the
premises to its condition at the commencement of the term of this Lease as
initially improved by Landlord. Approximately sixty (60) days prior to
Tenant's scheduled vacation of the Demised Premises, Landlord and Tenant shall
meet to decide what items shall be removed and what items shall remain. At
such time Tenant shall deposit with Landlord an amount equal to the estimated
costs of removal and/or restoration of the Demised Premises, which work shall
be performed by or for Landlord at Tenant's expense.

(d) In the event that either Landlord or Tenant, during the term hereby
demised, shall be required by the order or decree of any court, or any other
governmental authority, or by law, code or ordinance, to repair, alter, remove
reconstruct, or improve any part of the Demised Premises or of the building of
which said premises are a part, then Tenant shall make or Tenant shall be
required to permit Landlord to perform such repairs, alterations, removals,
reconstructions, or improvements without effect whatsoever to the obligations
or covenants of Tenant herein contained, and Tenant hereby waivers all claims
for damages or abatement of rent because of such repairing, alteration,
removal, reconstruction, or improvement.

6.5 MAINTENANCE BY LANDLORD. Landlord shall maintain all public or common
areas located in the building, including external and structural parts of the
building that do not comprise a part of the Demised Premises and are not Leased
to others. Such maintenance shall be provided without cost to Tenant except as
such expenses may be included in calculating the additional rent pursuant to
the provisions of Sections 2.2 and 2.3

6.6 SIGNS & ADVERTISING. No sign, advertisement or notice shall be
inscribed, painted or affixed on any part of the outside of the building, or
inside of the Demised Premises where it may be visible from the public areas of
the building, except on the directories and doors of offices, and then only in
such size, color and style as Landlord shall approve. Landlord shall have the
right to prohibit any advertisement or publication of Tenant on-or off-premises
which in Landlord's opinion tends to impair the reputation or character of the
building, Landlord or its agent. Tenant shall refrain from and discontinue
such advertisement or publication upon receipt of written notice from Landlord
or no later than three (3) days after mailing thereof.

6.7 EXCESSIVE FLOOR LOAD. Landlord shall have the right to prescribe the
weight and method of installation and position of safes, computer equipment, or
other heavy fixtures or equipment. Tenant will not install in the Demised
Premises any fixtures, equipment or machinery that will place a load upon the
floor exceeding the designed floor load capacity of the building. Landlord may
prescribe the placement and positioning of all such objects within the
building, and such objects shall be placed upon platforms, plates or footings
of such size as Landlord shall prescribe if necessary. All damage done to the
building by installing or removing a safe or any other article of Tenant's
office equipment, or due to its being in the Demised Premises, shall be
repaired at the expense of Tenant.

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6.8 MOVING & DELIVERIES.

(a) Moving in or out of the building is prohibited on days and hours
specified in Section 1.8. Tenant shall provide Landlord with forty-eight (48)
hours advanced written notice of any move and obtain Landlord's approval
therefor in order to facilitate scheduling use of freight elevators and loading
area.

(c) Any and all damage or injury to the Demised Premises or the
building caused by moving the property of Tenant into or out of the Demised
Premises shall be repaired at the sole cost of Tenant. Deliveries from lobby
and freight areas requiring use of hand carts shall be restricted to freight
elevators. All hand carts used in delivery, receipt or movement of freight,
supplies, furniture, or fixtures shall be equipped with rubber tires and side
guards. Tenant shall cooperate identifying delivery contractors and movers
causing damage to the building.

6.9 RULES AND REGULATIONS. Tenant shall, and shall insure that Tenant's
agents, employees, invitees and guests, faithfully keep, observe and perform
the Building Rules and Regulations set forth in Exhibit C, attached hereto and
made a part hereof, and such other reasonable rules and regulations as Landlord
may make, which shall not substantially interfere with the intended use of the
Demised Premises, which in Landlord's judgment are needful for the general well
being, operation and maintenance of the Demised Premises and the building of
which they are a part, together with their appurtenances, unless waived in
writing by Landlord. In addition to any other remedy provided for herein,
Landlord shall have the right to impose a fine of $200 per incident for
violations of Building Rules and Regulations. Nothing contained in this Lease
shall be construed to impose upon Landlord any duty or obligation to enforce
such rules and regulations, or the terms, conditions or covenants contained in
any other Lease, as against any other tenant, and Landlord shall not be liable
to Tenant for violation of the same by any other tenant, its employees, agents,
business invitees, licensees, customers, clients family members or guests.
Further, it shall be in Landlord's reasonable judgment to determine whether
Tenant is in compliance with the Rules and Regulations.

6.10 TENANT MAINTENANCE & CONDITIONS OF PREMISES UPON SURRENDER. Tenant
will keep the Demised Premises and the fixtures and equipment therein in good
order and condition, will suffer no waste or injury thereto, and will, at the
expiration or other termination of the term hereof, surrender and deliver up
the same in like good order and condition as the premises shall be at the
commencement of the term of this Lease, subject to the provisions of Section
6.4(c), ordinary wear and tear excepted.

6.11 TENANT EQUIPMENT. Maintenance and repair of equipment such as
special light fixtures, kitchen fixtures, auxiliary heating, ventilation, or
air-conditioning equipment, private bathroom fixtures and any other type of
special equipment together with related plumbing or electrical services, or
Tenant rugs, carpeting and drapes within the Demised Premises, whether
installed by Tenant or by Landlord on behalf of Tenant, shall be the sole
responsibility of Tenant, and Landlord shall have no obligation in connection
therewith. Notwithstanding the provisions hereof, in the event that repairs
required to be made by Tenant become immediately necessary to avoid possible
injury or damage to persons or property, Landlord may, but shall not be
obligated to, make repairs to Tenant equipment at Tenant's expense. Within ten
(10) days after Landlord renders a bill for the cost of said repairs, Tenants
shall reimburse Landlord.

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7. ACCESS

7.1 LANDLORD'S ACCESS. Landlord, its agent or employees, shall have the
right to enter the Demised Premises at all reasonable times (a) to make
inspections or to make such repairs and maintenance to the Demised Premises or
repairs and maintenance to other premises as Landlord may deem necessary; (b)
to exhibit the premises to prospective tenants during the last six (6) months
of the term of this Lease; and (c) for any purpose whatsoever relating to
safety, protection or preservation of the building of which the Demised
Premises form a part.

7.2 RESTRICTED ACCESS. No additional locks, other devices or systems
which would restrict access to the Demised Premises shall be placed upon any
doors without the prior consent of Landlord. Landlord's consent to
installation of anti-crime warning devices or security systems shall not be
unreasonably withheld; provided Landlord shall not be required to give such
consent unless Tenant provides Landlord with a means of access to the demised
premised for emergency and routine maintenance purposes. Unless access to the
Demised Premises is provided during the hours when cleaning service in normally
rendered, Landlord shall not be responsible for providing such service to the
Demised Premises or to those portions thereof which are inaccessible. Such
inability by Landlord to provide cleaning services to inaccessible areas shall
not entitle Tenant to any adjustment in rent.

8. LIABILITY

8.1 PERSONAL PROPERTY. All personal property of Tenant in the Demised
Premises or in the building of which the Demised Premises is a part shall be at
the sole risk of Tenant. Landlord shall not be liable for any damage thereto
or for the theft or misappropriation thereof, unless such damage, theft or
misappropriation is directly attributable to the negligence of Landlord, its
agents or employees. Landlord shall not be liable for any accident to or
damage to property of Tenant resulting from the use or operation of elevators
or of the heating, cooling, electrical or plumbing apparatus, unless caused by
and due to the negligence of Landlord, its agents or employees. Landlord shall
not, in any event, be liable for damages to property resulting from water,
steam or other causes. Tenant hereby expressly releases Landlord from any
liability incurred or claimed by reason of damage to Tenant's property, unless
said damages are proved to be the direct result of negligence of Landlord, its
agents or employees. Landlord shall not be liable in damages, nor shall this
Lease be affected, for conditions arising or resulting, and which affect the
building of which the Demised Premises is a part, due to construction on
contiguous premises.

8.2 CRIMINAL ACTS OF THIRD PARTIES. Landlord shall not be liable in any
manner to Tenant, its agents, employees, invitees or visitors for any injury or
damage to Tenant, Tenant's agents, employees, invitees, or visitors, or their
property, caused by the criminal or intentional misconduct of third parties or
of Tenant, Tenant's employees, agents, invitees, or visitors. All claims
against Landlord for any such damage or injury are hereby expressly waived by
Tenant, and Tenant hereby agrees to hold harmless and indemnify Landlord from
all such damages and the expense of defending all claims made by Tenant's
employees, agents, invitees, or visitors arising out of such acts.

8.3 PUBLIC LIABILITY. Landlord assumes no liability or responsibility
whatsoever with respect to the conduct and operation of the business to be
conducted upon the Demised Premises. Landlord shall not be liable for any
accident to or injury to any person or persons or property in or about the
Demised Premises which are caused by the conduct and operation of said business
or by virtue of equipment or property of Tenant in said premises. Tenant
agrees to hold Landlord harmless against all such claims, and indemnify
Landlord from all damages and the expense of defending all such claims.

8.4 TENANT INSURANCE.

(a) Tenant at its cost shall maintain as named insured, during the
term of this Lease, public liability and

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<PAGE> 18

property damage insurance with at least a single combined liability and
property damage limit of $1,000,000.00, insuring against all liability of
Tenant and its authorized representatives arising out of and in connection with
Tenant's use or occupancy of the premises. All public liability insurance and
property damage insurance shall insure performance by Tenant of the indemnity
provisions of Section 8.1, 8.2 and 8.3. Landlord and Landlord's Agent shall be
named as additional insureds. The policy shall contain cross-liability
endorsements, and an assumed contractual liability endorsement that refers
expressly to this Lease.

(b) Tenant at its cost shall maintain as named insured, during the
term of this Lease, fire and extended coverage insurance on the Demised
Premises and its contents, including any Leasehold improvements made by Tenant,
in an amount sufficient so that no co-insurance will be payable in case of loss.

(d) All insurance required under this Lease shall be insurance
companies authorized to do business in the jurisdiction where the building of
which the Demised Premises is a part is located. Such companies shall have a
policyholder rating of at least "A" and be assigned a financial size category
of at least "Class XIV" as rated in the most recent edition of "Best's Key
Rating Guide" for insurance companies. Each policy shall contain an
endorsement requiring 30 days' written notice from the insurance company to
Landlord before cancellation or any charge in the coverage, scope or amount of
any policy. Each policy, or a certificate showing it is in effect, together
with evidence of payment of premiums, shall be deposited with Landlord at least
thirty (30) days prior to the expiration date of any policy.

(e) Notwithstanding the fact that any liability of Tenant to Landlord
may be covered by Tenant's insurance, Tenant's liability shall in no way be
limited by the amount of its insurance recovery.

9. DAMAGE

9.1 DAMAGES CAUSED BY TENANT. Subject to the provision of Section 9.2,
all injury to the Demised Premises and other portions of the building of which
it is a part, caused by Tenant, its agents, employees, invitees and visitors,
will be repaired by Landlord at the expense of Tenant, except as otherwise
provided in Section 6.11, or repaired by Tenant with Landlord's approval in
accordance with Section 6. Tenant shall reimburse Landlord for such repairs
within ten (10) days of receipt of invoice from Landlord of the costs. At its
election, Landlord may regard the same as additional rent, in which event the
cost shall become additional rent payable with the installment of rent next
becoming due after notice is received by Tenant from Landlord. This provision
shall be construed as an additional remedy granted to Landlord and not in
limitation of any other rights and remedies which Landlord has or may have in
said circumstances.

9.2 FIRE OR CASUALTY DAMAGE. In the event of damage or destruction of the
Demised Premises by fire or any other casualty without the fault or neglect of
Tenant, its agents, employees, invitees or visitors, this Lease shall not be
terminated, but structural damage to the premises including demising partitions
and doors shall be promptly and fully repaired and restored as the case may be
by Landlord at its own cost and expense. Due allowance, however, shall be
given for reasonable time required for adjustment and settlement of insurance
claims, and for such other delays as may result from government restrictions,
and controls on construction, if any, and for strikes, national emergencies and
other conditions beyond the control of Landlord. Restoration by Landlord shall
not include replacement of furniture, equipment or other items that do not
become part of the building or any improvements to the Demised Premises in
excess of those provided for as building standard items as of the commencement
date of this Lease. Tenant shall be responsible for the repair and restoration
of the Demised Premises and Tenant's property beyond Landlord's

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obligation at no cost to Landlord, in accordance with the provisions of Section
6, for which it shall maintain adequate insurance pursuant to Section 8.4
herein. In the event of fire or casualty damage to the Demised Premises caused
by the fault or neglect of Tenant, its agents, employees, invitees or visitors,
Landlord shall restore structural damages as described herein at Tenant's cost
and expense. It is agreed that in any of the aforesaid events, this Lease
shall continue in full force and effect.

9.3 UNTENANTABILITY. If the condition referred to in Section 9.2 is such
so as to make the entire premises untenantable, then the rental which Tenant is
obligated to pay hereunder shall abate as of the date of the occurrence until
the premises have been fully and completely restored by Landlord. Any unpaid
or prepaid rent for the month in which said condition occurs shall be prorated.
If the premises are partially damaged or destroyed, then during the period
that Tenant is deprived of the use of the damaged portion of said premises,
Tenant shall be required to pay rental covering only that part of the premises
that it is able to occupy, based on the portion of the total rent which the
amount of square foot area remaining that can be occupied bears to the total
square foot are of all premises covered by this Lease. In the event the
premises are substantially or totally destroyed by fire or other casualty so as
to be entirely untenantable, and is shall require more than ninety (90) days
from the date of said fire or other casualty for Landlord to complete
restoration of same, then Landlord, upon written notice to Tenant, may
terminate this Lease, in which case the rent shall be apportioned and paid to
the date of said fire or other casualty. Due allowance, however, shall be
given for reasonable time required for adjustment and settlement of insurance
claims, and for such other delays as may result from government restrictions,
and controls on construction, if any, and or strikes, national emergencies and
other conditions beyond the control of Landlord. No compensation, or claim, or
diminution of rent will be allowed or paid by Landlord, by reason of
inconvenience, annoyance, or injury to business, arising from the necessity of
repairing the Demised Premises or any portion of the building of which they are
a part.

10. CONDEMNATION

10.1 LANDLORD RIGHTS TO AWARD. Tenant agrees that if the whole or a
substantial part of the Demised Premises shall be taken or condemned for public
or quasi-public use or purpose by an competent authority, Tenant shall have no
claim against Landlord and shall not have any claim or right to any portion of
the amount that may be awarded as damages or paid as a result of any such
condemnation. All rights of Tenant to damages therefor, if any, are hereby
assigned by Tenant to Landlord. Upon such condemnation or taking, the term of
this Lease shall cease and terminate from the date of such government taking or
condemnation. If a portion of the building or the Demised Premises is taken or
condemned, and the remainder in Landlord's opinion is not economically usable,
Landlord shall notify Tenant of the termination of this Lease effective as of
the date of such governmental taking or condemnation. Tenant shall have no
claim against Landlord for the value of any unexpired term of this Lease. If
less than a substantial part of the Demised Premises is taken or condemned by
any governmental authority for public or quasi-public use or purpose and the
remainder is usable by Tenant, the rent shall be equitably adjusted on the date
when title vests in such governmental authority and the Lease shall otherwise
continue in full force and effect. For the purposes of this Section 10, a
substantial part of the Demised Premises shall be considered to have been taken
if more than fifty percent (50%) of the Demised Premises are unusable by
Tenant.

10.2 TENANT RIGHT TO FILE CLAIM. Nothing in Section 10.1 shall preclude
Tenant from filing a separate claim against the condemning authority for the
undepreciated value of its Leasehold improvements and relocation expenses,
provided that any award to Tenant will not result in a diminution of any award
to Landlord.

11. BANKRUPTCY

11.1 EVENTS OF BANKRUPTCY. The following shall be Events of Bankruptcy
under this Lease:

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<PAGE> 20

(a) Tenant's becoming insolvent, as the term is defined in Title 11
of the United States Code, entitled Bankruptcy, 11 U.S.C. Sec. 101 et. seq. (the
"Bankruptcy Code"), or under the insolvency laws of any State, District,
Commonwealth or Territory of the United States ('Insolvency Laws");

(b) The appointment of a receiver or custodian for any or all of
Tenant's property or assets, or the institution of a foreclosure action upon
any of Tenant's real or personal property;

(d) The filing of a involuntary petition against Tenant as the subject
debtor under the Bankruptcy Code or Insolvency Laws, which is either not
dismissed within thirty (30) days of filing, or results in the issuance of an
order for relief against the debtor, whichever is later; or

(e) Tenant's making or consenting to an assignment for the benefit of
creditors of a common law composition of creditors.

11.2 LANDLORD'S REMEDIES.

(a) Termination of Lease. Upon occurrence of an Event of Bankruptcy,
Landlord shall have the right to terminate this Lease by giving written notice
to Tenant; provided, however, that this Section 11.2(a) shall have no effect
while a notice in which Tenant is the subject debtor under the Bankruptcy Code
is pending, unless Tenant or its Trustee is unable to comply with the
provisions of Section 11.2(d) and (e) below. At all other times this Lease
shall automatically cease and terminate, and Tenant shall be immediately
obligated to quit the premises upon the giving of notice pursuant to this
Section 11.2(a). Any other notice to quit, or notice of Landlord's intention
to re-enter is hereby expressly waived. If Landlord elects to terminate this
Lease, everything contained in this Lease on the part of Landlord to be done
and performed shall cease without prejudice, subject, however, to the rights of
Landlord to recover from Tenant all rent and any other sums accrued up to the
time of termination or recovery of possession by Landlord, whichever is later,
and any other monetary damages or loss of reserved rent sustained by Landlord.

(b) Suit for Possession. Upon termination of this Lease pursuant to
Section 11.2(a), Landlord may proceed to recover possession under and by virtue
of the provisions of the laws of any applicable jurisdiction, or by such other
proceedings, including reentry and possession, as may be applicable.

(c) Non-Exclusive Remedies. Without regard to any action by Landlord
as authorized by Section 11.2(a) and (b) above, Landlord may at its discretion
exercise all the additional provisions set forth below in Section 12.

(d) Assumption or Assignment by Trustee. In the event Tenant becomes
the subject debtor in a case pending under the Bankruptcy Code, Landlord's right
to terminate this Lease pursuant to Section 11.2(a) shall be subject to the
rights of the Trustee in Bankruptcy to assume or assign this Lease. The
Trustee shall not have the right to assume or assign this Lease unless the
Trustee (i) promptly cures all defaults under this Lease, (ii) promptly
compensates Landlord for monetary damages, incurred as a result of such
default, and (iii) provides adequate assurance of future performance on the
part of Tenant as debtor in possession or on the part of the assignee Tenant.

(e) Adequate Assurance of Future Performance. Landlord and Tenant
hereby agree in advance that adequate assurance of future performance, as used
in Section 11.2(d) above, shall mean that all of the following minimum criteria
must be met: (i) Tenant's gross receipts in the ordinary course of business
during the thirty-day period immediately preceding the initiation of the case
under the Bankruptcy Code must be at least two times greater than the next
payment of rent

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due under this Lease; (ii) Both the average and median of Tenant's gross
receipts in the ordinary course of business during the six-month period
immediately preceding the initiation of the case under the Bankruptcy Code must
be at least two times greater than the next payment of rent due under this
Lease; (iii) Tenant must pay its estimated pro rata share of cost of all
services provided by Landlord (whether directly or through agents or
contractors and whether or not previously included as part of the base rent),
in advance of the performance or provision of such services; (iv) The Trustee
must agree that Tenant's business shall be conducted in a first class manner,
and that no liquidating sales, auctions, or other non-first class business
operations shall be conducted on the premises; (v) The Trustee must agree that
the use of the premises as stated in this Lease will remain unchanged and that
no prohibited use shall be permitted; and (vi) The Trustee must agree that the
assumption or assignment of this Lease will not violate or affect the rights of
other tenants in the building.

(f) Failure to Provide Adequate Assurance. In the event Tenant is
unable to (i) cure its defaults, (ii) reimburse the Landlord for its monetary
damages, (iii) pay the rent due under this Lease, and all other payments
required of Tenant under this Lease on time (or within five (5) days), or (iv)
meet the criteria and obligations imposed by Section 11.2(e) above, Tenant
agrees in advance that it has not met its burden to provide adequate assurance
of future performance, and this lease may be terminated by Landlord in
accordance with Section 11.2(a) above.

12. DEFAULTS & REMEDIES

12.1 DEFAULT. It is agreed that Tenant shall be in default if: Tenant
shall fail to pay the rent, or any installments thereof as aforesaid, at the
time shall become due and payable and/or any additional rent as herein provided
although no demand shall have been made for the same; or Tenant shall violate
or fail or neglect to keep and perform any of the covenants, conditions and
agreements, or rules and regulations herein contained on the part of Tenant to
be kept and performed.

12.2 REMEDIES. In each and every such event set forth in Section 12.1
above, from thenceforth and at all times thereafter, at the option of Landlord,
Tenant's right of possession shall thereupon cease and terminate, and Landlord
shall be entitled to the possession of the Demised Premises and to re-enter the
same without demand of rent or demand of possession of said premises and may
forthwith proceed to recover possession of the Demised Premises by process of
law, any notice to quit being hereby expressly waived by Tenant. In the event
of such re-entry by process of law or otherwise, Tenant nevertheless agrees to
remain answerable for any and all damage, deficiency or loss of rent which
Landlord may sustain by such re-entry, including reasonable attorney's fees and
court costs. If, under the provisions hereof, seven (7) days summons or other
applicable summary process shall be served, and a compromise or settlement
therefor shall be made, such action shall not be constituted as a waiver of any
breach of any covenant, condition or agreement herein contained. No waiver of
any breach of any covenant, condition or agreement, herein contained, on one or
more occasions shall operate as a waiver of the covenant, condition or
agreement itself, or of any subsequent breach thereof. No provision of this
Lease shall be deemed to have been waived by Landlord unless such waiver shall
be in writing signed by Landlord.

12.3 LANDLORD'S RIGHT TO RELET. Should this Lease be terminated before
the expiration of the term of this Lease by reason of Tenant's default as
provided in Section 11 or 12, or if Tenant shall abandon or vacate the premises
before the expiration or termination of the term of this Lease, the Demised
Premises may be relet by Landlord for such rent and upon such terms as are
reasonable under the circumstances. If the full rent reserved under this Lease
(and any of the costs, expenses or damages indicated below) shall not be
realized by Landlord, Tenant shall be liable for all damages sustained by
Landlord, including, without limitation, deficiency in rent, reasonable
attorney's fees, other collection costs, brokerage fees, and expenses of
placing the premises in first-class rentable condition. Landlord, in putting
the premises in good order or preparing the same for rerental may, at
Landlord's option, make such alterations, repairs, or replacements in the
premises, and the making of such alterations, repairs, or replacements in the
premises as Landlord, in Landlord's sole

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judgment, considers advisable and necessary for the purpose of reletting the
premises, and the making of such alterations, repairs, or replacements shall
not operate shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Landlord shall in no event be liable in any way
whatsoever for failure to relet the premises, or in the event that the premises
are relet, for failure to collect the rent thereof under such reletting. In no
event shall Tenant be entitled to receive any excess, if any, of such net rent
collected over the sums payable by Tenant to Landlord hereunder.

12.4 RECOVERY OF DAMAGES. Any damage or loss of rent sustained by
Landlord may be recovered by Landlord, at Landlord's option, in separate
actions, from time to time, as said damage shall have been ascertained, or, at
Landlord's option, may be deferred until the expiration of the term of this
Lease (in which event Tenant hereby agrees that the cause of action shall not
be deemed to have accrued until the date of expiration of said term). The
provisions contained in this paragraph shall be in addition to and shall not
prevent the enforcement of any claim Landlord may have against Tenant for
anticipatory breach of the unexpired term of this Lease. All rights and
remedies of Landlord under this Lease shall be cumulative and shall not be
exclusive of any rights and remedies provided to Landlord under applicable law.
In the event Tenant becomes the subject debtor in a case under the Bankruptcy
Code, the provisions of this Section 12.4 may be limited by the limitations of
damage provisions of the Bankruptcy Code.

12.5 WAIVER. If under the provisions hereof Landlord shall institute
proceedings and a compromise or settlement thereof shall be made, the same
shall not constitute a waiver of any covenant, rule or regulation herein
contained nor of any of Landlord's rights hereunder. No waiver by Landlord of
any breach of any covenant, condition, agreement, rule or regulation herein
contained shall operate as a waiver of such covenant, condition, agreement,
rule or regulation itself, or of any subsequent breach thereof.

12.6 ANTICIPATORY REPUDIATION. If, prior to the commencement of the term
of this Lease, Tenant notifies Landlord of or otherwise unequivocally
demonstrates as intention to repudiate this Lease, Landlord may, at its option,
consider such anticipatory repudiation a breach of this Lease. In addition to
any other remedies available to it hereunder or at law or in equity, Landlord
may retain all rent paid upon execution of the Lease and the security deposit,
if any, shall be applied to Landlord's damages: reletting, loss of rent, etc.
It is agreed between the parties that for the purpose of calculating Landlord's
damages, in a building which has other available space at the time of Tenant's
breach, the premises covered by this Lease shall be deemed the last space
rented, even though the premises may be rerented prior to such other vacant
space. Tenant shall pay in full for all tenant improvements constructed or
installed within the Demised Premises to the date of the breach, and for
materials ordered at its request for the Demised Premises.

12.7 TENANT ABANDONMENT OF PREMISES.

(a) Abandonment. If the Demised Premises shall be deserted or
vacated by Tenant for thirty (30) consecutive days or more without notice to
Landlord, and Tenant shall have failed to make the current rental payment, the
premises may be deemed abandoned. Landlord may consider Tenant in default
under this Lease and may pursue all remedies available to it under this Lease
or at law.

(c) Rights to Dispose of Tenant Property. If Tenant vacates or
abandons the premises as defined above, any property that Tenant leaves on the
premises shall be deemed to have

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been abandoned and may either be retained by Landlord as the property of
Landlord or may be disposed of at public or private sale in accordance with
applicable law as Landlord sees fit. The proceeds of any public or private
sale of Tenant's property, or the then current fair market value of any
property retained by Landlord, shall be applied by Landlord against (i) the
expenses of Landlord for removal, storage or sale of the property; (ii) the
arrears of rent or future rent payable under this Lease; and (iii) any other
damages to which Landlord may be entitled hereunder.

13. SUBORDINATION

13.1 SUBORDINATION. This Lease is subject and subordinate to all ground
or underlying Leases and to all mortgages and/or deeds of trust and/or other
security interests which may now or hereafter affect the real property of which
the Demised Premises form a part, and to all renewals, modifications,
consolidations, replacements and extensions thereof. This clause shall be
self-operative and no further instrument of subordination shall be required to
effect this subordination. Notwithstanding the foregoing, in confirmation of
such subordination, Tenant shall at Landlord's request execute and deliver to
Landlord within ten (10) business days after Landlord's request, any requisite
or appropriate certificate, subordination agreement or other document that may
be reasonably requested by Landlord or any other party requiring such
certificate, subordination agreement or document. If Tenant fails to execute
such certificate, subordination agreement or other document within said ten
(10) day period, Tenant by such failure irrevocably constitutes and appoints
Landlord as its special attorney-in-fact to execute such certificate,
subordination agreement or other document on Tenant's behalf. Notwithstanding
the foregoing subordination, Tenant agrees that any Landlord under any ground
or underlying Lease, and any mortgagee or trustee under any security agreement
to which this Lease is now, or may hereafter, become subject or subordinate,
may elect to continue this Lease and Tenant agrees that in such event neither
the cancellation nor termination of any ground or underlying Lease, nor the
foreclosure under any mortgage or deed of trust, nor the sale at foreclosure,
nor the transfer by a deed in lieu of foreclosure, shall, by operation of law
or otherwise, result in cancellation or termination of this Lease or the
obligations of Tenant hereunder and this Lease shall continue as a direct Lease
between Tenant and such landlord, mortgagee, purchaser or trustee.

13.2 ESTOPPEL CERTIFICATE. Tenant shall execute and return within ten
(10) business days any certificate that Landlord may request from time to time,
stating that this Lease is unmodified and in full force and effect, or in full
force and effect as modified, and stating the modification. The certificate
also shall state (a) the amount of base monthly rent and the date to which the
rent has been paid in advance; (b) the amount of any security deposit or
prepaid rent; (c) that there is no present default on the part of the Landlord,
or attach a memorandum stating any such instance of default; (d) that Tenant
has no right to setoff and no defense or counterclaim against enforcement of
its obligations under this Lease; (e) that Tenant has no other notice of any
sale, transfer or assignment of this Lease or of the rentals; (f) that all work
required of Landlord has been completed and that the work is accepted as
satisfactory; (g) that Tenant is in full and complete possession of the Demised
Premises; (h) the date on which rent commenced and the date to which it is
paid; (i) that Tenant has not advanced any amounts to or on behalf of Landlord
which have not been reimbursed; (j) that Tenant understands that this Lease has
been collaterally assigned to Landlord's mortgagee as security for a loan to
Landlord; (k) that rent may not be prepaid without the prior written approval
of Landlord's mortgagee; and (l) such other items as Landlord may reasonably
request. Failure to deliver the certificate within the ten (10) business days
shall be conclusive upon Tenant for the benefit of Landlord and any successor
to Landlord that this Lease is in full force and effect and has not been
modified except as may be represented by the party requesting the certificate.
If Tenant fails to deliver the certificate within the ten (10) business days,
Tenant by such

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failure irrevocably constitutes and appoints Landlord as its special
attorney-in-fact to execute and deliver the certificate to any third party.

13.3 ATTORNMENT. Tenant covenants and agrees that, in the event of any
foreclosure under any mortgage or deed of trust, or any renewal, modification,
consolidation, replacement or extension thereof, or in the event of any
acceptance of any deed in lieu of foreclosure, which may now or hereafter
affect the real property of which the Demised Premises are a part, Tenant shall
attorn to the party secured by such mortgage or deed of trust, or any renewal,
modification, consolidation, replacement or extension thereof, and to any
purchaser at any foreclosure sale or party taking a deed in lieu of
foreclosure. Tenant covenants and agrees to attorn to any successor to
Landlord's interest in any ground or underlying Lease. In any case, such
Landlord or successor under such ground or underlying Lease or such secured
party or purchaser at foreclosure sale or party taking a deed in lieu of
foreclosure shall not be bound by any prepayment on the part of Tenant of any
rent for more than one month in advance, so that rent shall be payable under
this Lease in accordance with its terms, from the date of the termination or
transfer of the ground or underlying Lease or the foreclosure under such
mortgage or deed of trust, or the date of foreclosure sale or transfer by deed
in lieu of foreclosure, as if such prepayment had not been made. Further, such
landlord or successor in interest shall not be liable for damages for any act
or omission of Landlord or any prior landlord or be subject to any offsets or
defenses which Tenant may have against Landlord or any prior landlord. Tenant
shall, upon request of such landlord or successor landlord, execute and deliver
an instrument or instruments confirming Tenant's attornment.

13.4 MORTGAGEE RIGHTS.

(a) Tenant shall, at its own expense, comply with all reasonable
notices of Landlord's mortgagee or other financial institution providing funds
which are secured by a mortgage or deed of trust placed on the whole or any
part of the real property of which the Demised Premises are a part, respecting
all matters of occupancy, use, condition or maintenance of the Demised
Premises, provided the same shall not unreasonably interfere with the conduct
of Tenant's business nor materially limit or affect the rights of the parties
under this Lease. Notwithstanding acceptance and execution of this Lease by
the parties hereto, the terms hereof shall be deemed automatically modified, if
so required, for the purpose of complying with or fulfilling the reasonable
requirements of any mortgagee or trustee named or secured by a mortgage or deed
of trust that may now or hereafter be placed upon or secured by the real
property of which the Demised Premises are a part or any part thereof, or any
other financial institution providing funds to finance or refinance the real
property of which the Demised Premises are a part, provided, however, that such
modifications(s) shall not be in material derogation or diminution of any of
the rights of the parties hereunder, nor materially increase any of the
obligations or liabilities of the parties hereunder.

(b) Tenant agrees to give Landlord's mortgagee and any trustee named
or secured by a mortgage or deed of trust a copy of any notice of default served
upon Landlord by Tenant, provided that prior to such notice Tenant has been
notified in writing (by way of Notice of Assignment of Rents and Leases, or
otherwise) of addresses of such mortgagees and trustees. Notice shall be
provided to the mortgagees and trustees by registered mail. Tenant further
agrees that if Landlord shall have failed to cure such default within the cure
period provided in this Lease, if any, then the mortgagees and/or trustees
shall have an additional thirty (30) days within which to cure such default, or
if such default cannot be cured within that time, then such additional time as
may be necessary if within such thirty (30) days any mortgagee and/or trustee
has commenced and is diligently pursuing the remedies necessary to cure such
default (including but not limited to commencement of foreclosure proceedings
if necessary to effect such cure), in which event this Lease shall not be
terminated while such remedies are being diligently pursued."

14. TENANT HOLDOVER

14.1 WITH LANDLORD CONSENT. If Tenant continues, with the knowledge and
written consent of Landlord obtained at least thirty (30) days prior to the
expiration of the term of this Lease,

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<PAGE> 25

to remain in the premises after the expiration of the term of this Lease, then
and in that event, Tenant shall, by virtue of this holdover agreement, become a
tenant by the month at the rent stipulated by Landlord in said holdover
agreement, commencing said monthly tenancy with the first day next after the
end of the term above demised. Tenant shall give to Landlord at least thirty
(30) days' written notice of any intention to quit said premises. Tenant shall
be entitled to thirty (30) days' written notice to quit said premises, except
in the event of nonpayment of rent in advance or of the breach of any other
covenant by Tenant, in which event Tenant shall not be entitled to any notice
to quit, the usual thirty (30) days' notice to quit being hereby expressly
waived.

14.2 WITHOUT LANDLORD CONSENT. In the event that Tenant, without the
consent of Landlord, shall hold over the expiration of the term hereby created,
then Tenant hereby waives all notice to quit and agrees to pay to Landlord for
the period that Tenant is in possession after the expiration of this Lease, a
monthly rent which is three times the total rent (base monthly rent, as
stipulated in Section 1.3, plus additional rent, as stipulated in Section 1.5)
applicable to the last month of this Lease. Tenant expressly agrees to hold
Landlord harmless from all loss and damages, direct and consequential, which
Landlord may suffer in defense of claims by other parties against Landlord
arising out of the holding over by Tenant, including without limitation
attorneys' fees which may be incurred by Landlord in defense of such claims.
Acceptance of rent by Landlord subsequent to the expiration of the term of this
Lease shall not constitute consent to any holding over. Landlord shall have
the right to apply all payments received after the expiration date of this
Lease or any renewal thereof toward payment for use and occupancy of the
premises subsequent to the expiration of the term and toward any other sums
owed by Tenant to Landlord. Landlord, at its option, may forthwith re-enter
and take possession of said premises without process, or by any legal process
in force. Notwithstanding the foregoing, Tenant's holdover without Landlord
consent due to acts of God, riot, or war shall be at the total rent applicable
to the last month of the term for the duration of the condition (but not to
exceed ten days), but such continued occupancy shall not create any renewal of
the term of this Lease or a tenancy from year-to-year, and Tenant shall be
liable for any loss and damages suffered by Landlord as described above.

15. SECURITY DEPOSIT

15.1 Tenant shall deposit with Landlord simultaneously with the execution
of this Lease, the amount stipulated in Section 1.6 as a security deposit.
Provided Tenant is not in default in the payment of rent or any other charges
due Landlord, and further provided the Demised Premises are left in good
condition, reasonable wear and tear excepted, as described in Section 6.10,
said deposit (which shall not bear interest to Tenant) shall be returned to
Tenant within thirty (30) days after the termination of this Lease. If Tenant
is in default or if the premises are not left in good condition, then the
security deposit shall be applied to the extent available on account of sums
due Landlords or the cost of repairing damages to the Demised Premises. In the
event of the sale or transfer of Landlord's interest in the building, Landlord
shall have the right to transfer the security deposit to such purchaser or
transferee, in which event Tenant shall look only to the new Landlord for the
return of the security deposit and Landlord shall thereupon be released from
all liability to Tenant for the return of such security deposit.

16. QUIET ENJOYMENT

16.1 So long as Tenant shall observe and perform the covenants and
agreements binding on it hereunder, Tenant shall at all times during the term
herein granted, peacefully and quietly have and enjoy possession of the
premises without any encumbrance or hinderance by, from or through Landlord,
except as provided for elsewhere under this Lease. Nothing in this Section
shall prevent Landlord from performing alterations or repairs on other portions
of the building not Leased to Tenant, nor shall performance of such alterations
or repairs be construed as a breach of this covenant by Landlord.

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<PAGE> 26

17. SUCCESSORS

18. WAIVER OF JURY TRIAL

18.1 Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other one or in respect of any matter whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant hereunder,
Tenant's use or occupancy of the Demised Premises, and/or any claim of "injury
or damage."

19. REASONABLENESS OF LANDLORD AND TENANT

20. PRONOUNS & DEFINITIONS

20.2 Wherever the word "premises" is used in this Lease, it shall refer to
the Demised Premises described in Section 1.1, unless the context clearly
requires otherwise.

21. NOTICES

21.1 ADDRESSES FOR NOTICES. All notices required or desired to be given
hereunder by either party to the other shall be personally delivered or given
by certified or registered mail and addressed as specified in Section 1.10.
Either party may, by like written notice, designate a new address to which such
notices shall be directed.

21.2 EFFECTIVE DATE OF NOTICE. Notice shall be deemed to be effective
when personally delivered or received or rejected unless otherwise stipulated
herein.

22. EXHIBITS; SPECIAL PROVISIONS

22.1 INCORPORATION IN LEASE. It is agreed and understood that any
Exhibits and Special Provisions referred to in Sections 1.11 and 1.12,
respectively, and attached hereto, form an integral part of this Lease and are
hereby incorporated by reference.

22.2 CONFLICTS. If there is a conflict between a Special Provision hereto
and the Specific Provisions or General Provisions of this Lease, the Special
Provision shall govern.

23. CAPTIONS

23.1 All Section and paragraph captions herein are for the convenience of
the parties only, and neither limit nor amplify the provisions of this Lease.

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<PAGE> 27

24. ENTIRE AGREEMENT; MODIFICATION

25. SEVERABILITY

25.1 The unenforceability, invalidity, or illegality of any provision
herein shall not render any other provision herein unenforceable, invalid, or
illegal.

26. RENT

26.1 In Section 2.1, delete the first sentence entirely; and in the second
line, delete 'remaining'.

26.2 Sections 2.2 and 2.3 are deleted entirely.

26.3 In Section 2.9, in the second line, before 'it' insert "notice that
it has not been paid when"; in the third line change 'five percent (5%)' to
"three percent (3%)" and after 'rent' insert a period and delete the rest of
the sentence.

27. ACCEPTANCE OF SPACE

27.1 Tenant accepts the demised premises in its existing "as is" condition
and shall be obligated for the payment of rent on the Lease Commencement Date,
regardless of any time required by Tenant to construct, alter or redecorate the
demised premises to Tenant's requirements.

28. PARKING

28.1 Landlord agrees to arrange for unreserved parking in the garage of
the building described in Section 1.1 for up to thirty-three (33) automobiles
of Tenant or Tenant's employees at the prevailing monthly rate for such service
that Tenant is currently paying for comparable parking under its Lease date
July 23, 1990, for Suites 800, 900 and 1000 in the building.

29. SUBLETTING

29.1 Notwithstanding the requirement to the contrary in Section 4.1,
provided Tenant is not then in default of any of the terms or conditions of
this Lease, Tenant shall not be required to obtain Landlord's consent to sublet
all or any part of the demised premises to any parent, successor (whether by
merger, consolidation or otherwise, including any party acquiring substantially
all of Tenant's assets), subsidiary or affiliated company, but Tenant shall
furnish Landlord with written notice and a fully-executed copy of any such
sublease agreement, together with a floor plan of the sublet area. Any such
subletting shall be subject to the remaining provisions of Sections 4.1 and
4.4.

29.2 Any sublessee or assignee of Tenant shall be entitled to the same
rights and services from Landlord as Tenant.

29.3 Sections 4.2 and 4.3 are hereby deleted entirely.

30. SERVICES AND UTILITIES

30.1 Subject to any limitations imposed by governmental authorities having
jurisdiction thereover, the HVAC equipment shall maintain an indoor temperature
of approximately 76 degrees FDB in the summer, so long as the Washington
National Airport outdoor temperature is below 94 degrees FDB and

Ex20

<PAGE> 28

78 degrees FWB, and of approximately 72 degrees FDB in the winter, so
long as the Washington National Airport outdoor temperature is above 5 degrees
FDB.

30.2 In Section 5.1, in the fifth line, delete 'Landlord's' and after
'practices' insert "in first-class office buildings"; in the sixth line, after
'carpeting' insert "(except for routine vacuuming)" and after 'drapes' insert
"except for shampooing of Tenant's rugs and carpeting required by reason of
debris or stains caused by Landlord's cleaning contractor which shall be
performed as needed"; and at the end of the paragraph, change the period to a
comma and insert "unless the demised premises are untenantable for five (5)
consecutive business days, or ten (10) days in any period of one year, then
Tenant may abate paying rent until such service is restored.".

30.3 In Section 5.2, in the second line, change '72' to "24".

30.4 In Subsection 5.3(c), in the last line, before 'service' insert
"reasonable".

30.5 Notwithstanding anything in Section 5.3, to the extent Tenant's
electricity consumption exceeds 5 watts per square foot per hour (excluding
building standard HVAC), Tenant agrees to pay for the excess electricity
consumed for the use of any auxiliary air conditioning unit, lighting, computer
operation and any other special electric equipment resulting in electric
consumption in excess of five (5) watts per square foot per hour excluding
building standard HVAC. Landlord agrees, if necessary, to install and maintain
a submeter to determine any excess electrical consumption and Landlord's
expense.

30.6 Notwithstanding Section 5.2, the current cost of overtime HVAC
services is as follows:

$42.84 per hour for one (1) floor/Monday - Saturday
$58.17 per hour for one (1) floor/Sundays & holidays
[minimum of four (4) hours on Sundays & holidays only]

These rates are subject to change to reflect increases in electrical rates
and/or engineers' wages.

31. USE AND UPKEEP OF PREMISES

31.1 In Section 6.3, in the third, fourth and fifth lines, delete
'obstruct, or interfere conflict with them, or'; and in the sixth line, after
'thereof' insert "(of which Tenant has been given actual knowledge)".

31.2 In Subsection 6.4(a), in the fifth sentence, after 'apparatus' insert
"(not shown on Tenant's working drawings)"; and in the eleventh line of
Subsection 6.4(b), change 'five (5)' to "ten (10)".

31.3 In Subsection 6.4(c), in both the third and sixth lines, after
'premises' insert "installed after the Lease Commencement Date"; in the eighth
line, after 'expense' change the period to a comma and insert "provided
Landlord so advised Tenant when Tenant requested Landlord's consent thereto.";
and delete the last sentence entirely.

31.4 In Subsection 6.4(d), in the third line, before 'part' insert
"non-structural"; and at the end of the paragraph, insert "Notwithstanding the
foregoing, Landlord will perform any such repairs or alterations in a manner
and at such times as to minimize interference with Tenant's business. Tenant's
pro rata share of operating expenses and real estate taxes, together with the
amount of Base Annual Rent payable hereunder, for the space lost shall be
prospectively adjusted and reduced to reflect the loss of any rentable area to
Tenant resulting from the exercise by Landlord of its rights under this
Subsection 6.4(d).".

Ex21

<PAGE> 29

31.5 In Section 6.5, in the first line, after 'maintain' insert "in a
first-class manner and in compliance with all applicable codes".

31.6 In Section 6.6, delete the second and third sentences in their
entirety.

31.7 In Section 6.7, in the fourth line, after 'building' insert "which is
80 pounds per square foot live load plus 20 pounds per square foot for moveable
partitions".

31.8 In Subsection 6.8(a), in the first line, after '1.8' delete the
period and insert "except with the prior written consent of the building
manager.".

31.9 In Section 6.9, in the second line, after 'guests' insert "while on
the demised premises"; in the fourth line, delete 'substantially'; delete the
second sentence in its entirety; and at the end of the paragraph, change the
period to a comma and insert "provided that Landlord shall use reasonable
efforts to equitably enforce all rules and regulations.".

31.10 In Section 6.10, in the last line, after 'tear' insert "and damage
by fire, casualty, condemnation of Landlord".

31.11 Subject to the Mutual Waiver of Subrogation provisions, nothing
herein shall be deemed to release Landlord from such liability to Tenant to
repair and/or replace any damaged or destroyed equipment or furnishings of
Tenant to the extent the need therefor arises by reason of the negligence or
willful misconduct of Landlord, its agents, employees or contractors.

31.12 Tenant, at its expense, may install appropriate signage, logo, etc.,
on its suite entry door. The design and installation of said interior signage
shall be subject to Landlord's prior approval.

31.13 Landlord, at its expense, shall provided a building directory board
and Tenant shall be permitted group and alphabetical listings on said
directory. Landlord will provide building standard signage within the building
in accordance with the accepted design guidelines for every subtenant of
Tenant's, including space in the lobby directory. Tenant shall be entitled to
its pro rata share of space on the building directory.

32. LIABILITY

32.1 Tenant hereby waives any right it may have against Landlord or
Landlord's Agent on account of any loss or damage occasioned to Tenant, its
property, the Demised Premises or its contents arising from any risk generally
covered by fire and extended coverage insurance, whether or not such a policy
shall be in force. Landlord hereby waives any rights it may have against
Tenant on account of any loss or damage occasioned to Landlord, its property,
or to the Building of which the Demised Premises are a part arising from any
risk generally covered by fire and extended coverage insurance, whether or not
such a policy shall be in force.

32.2 Nothing contained in Section 8.2 shall be construed to require Tenant
to indemnify and hold harmless Landlord, its agents or employees, from
Landlord's liability to third parties for its negligent or willful acts or
omissions.

32.3 In Section 8.1, in the third line, after 'thereof' insert "except for
losses due to Landlord's, or its agents' or employees' negligence and arising
from risks outside those specified in the mutual waiver of subrogation provided
in Section 32.1" and delete the remainder of the paragraph.

Ex22

<PAGE> 30

33. DAMAGE

33.1 In Section 9.2, in the second line, delete 'without the fault or
neglect of Tenant, its agents, employees, invitees or visitors'; in the ninth
and tenth lines, delete 'for as building standard items' and substitute "by
Landlord at Landlord's expense"; and delete the penultimate sentence in its
entirety.

33.2 In Section 9.3, in the ninth line, delete 'so as to be entirely
untenantable'; in the tenth line, change 'ninety (90)' to "one hundred twenty
(120)" and; in the eleventh line, after 'then' insert "Tenant or" and change
'Tenant' to "the other"; and at the end of the paragraph, add "Notwithstanding
the foregoing, Landlord shall not terminate this Lease unless Landlord
terminates all other leases whose premises are similarly affected.".

34. DEFAULTS AND REMEDIES

34.1 Notwithstanding anything to the contrary in Sections 2.1 and 12.1, if
Tenant defaults in the payment of rent, or defaults in the performance of any
other covenants, conditions and agreements, or rules and regulations herein
contained, Landlord shall give Tenant written notice of such default. If
Tenant fails to cure any rent (or additional rent) default within ten (10)
days, or fails to cure any other default within twenty (20) days after such
notice (or if such other default is of such nature that it cannot be completely
cured within said twenty (20) days, if Tenant fails to commence to cure within
said twenty (20) days and thereafter proceed with reasonable diligence and in
good faith), then Landlord may terminate this Lease on not less than ten (10)
days notice to Tenant. On the date specified in such notice, the term of this
Lease shall terminate, and Tenant shall then quit and surrender the premises to
Landlord. If this Lease shall have been so terminated by Landlord, Landlord
may at any time thereafter take possession of the demised premises by any
lawful means and remove Tenant or other occupants and their effects.

34.2 In Section 12.2, in the penultimate line, before 'unless' insert "or
Tenant"; and in the last line change "Landlord" to "the party being charged
with the waiver".

34.3 In Section 12.3, in the seventh line, after 'expenses' insert
"(prorated based on the remaining lease term and the new term)"; and at the end
of the paragraph, add "Notwithstanding the foregoing, Landlord shall use
reasonable efforts to mitigate its damages.".

34.4 In Section 12.5, in the first line, after 'Landlord' insert "or
Tenant"; and in the third line, delete 'of Landlord's'.

35. REASONABLENESS OF LANDLORD AND TENANT

35.1 Notwithstanding anything to the contrary, whenever Landlord's or
Tenant's consent or approval is required hereunder, it shall not be
unreasonably withheld, conditioned or delayed..

36. TENANT'S HOLDOVER

36.1 In Section 14.1, in the fourth line, change 'stipulated by Landlord'
to "as agreed by the parties".

36.2 In Section 14.2, in the fourth line, delete 'three' and substitute
"two"; and in the sixth line, delete, 'direct and consequential,'.

37. LIMITATION OF LIABILITY

37.1 Section 19.1 is hereby deleted in its entirety.

Ex23

<PAGE> 31

38. LANDLORD'S INSURANCE

38.1 At all times during the term of this Lease and during such other time
that Tenant occupies the premises or any part thereof, Landlord shall at its
cost and expense, but nevertheless to be included in Operating Expenses, obtain
and maintain (or cause to be obtained and maintained) insurance policies
providing at least the following coverages:

(a) Comprehensive general liability insurance (including automobile
liability on a per occurrence basis with a combined single limit of One Million
and 00/100 Dollars ($1,000,000.00) per occurrence and endorsed to insure the
contractual liability assumed by Landlord and covering Landlord as insured.

(b) All risk property damage insurance (including theft) covering
Landlord's real and personal property in the Building.

39. EXECUTION OF DOCUMENT

39.1 In the event Tenant does not execute and return this document by the
close of business on January 25, 1996, then Landlord may market the subject
space to others without further notice to Tenant.

Ex24

<PAGE> 32

EXHIBIT "C"

BUILDING RULES AND REGULATIONS

1. Tenant shall not obstruct or interfere with the rights of other tenants
of the Building, or of a persons having business in the Building, or in
any way injure or annoy such tenants or persons. Tenant will not conduct
any activity within the Demised Premises which will create excessive
traffic or noise anywhere in the Building.

2. Canvassing, soliciting and peddling in the Building are prohibited, and
Tenant shall cooperate to prevent such activities.

3. Tenant shall not bring or keep within the Building any animal, bicycle,
motorcycle, or other type of vehicle except as required by law.

4. All office equipment and any otherdevice of any electrical or mechanical
nature shall be placed by Tenant in the Demised Premises in settings
approved by Landlord, so as to absorb or prevent any vibration, noise, or
annoyance. Tenant shall not construct, maintain, use or operate with the
Demised Premises or elsewhere in the Building or outside of the Building
any equipment or machinery which produces music, sound or noise, which is
audible beyond the Demised Premises. Tenant shall not cause improper
noises, vibrations or odors with the Building.

5. Tenant shall not deposit any trash, refuse, cigarettes, or other
substances of any kind within or out of the Building, except in the refuse
containers provided therefor. No material shall be place in the trash
boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing
of office building trash and garbage without being in violation of any law
or ordinance governing such disposal. Tenant shall be charged the cost of
removal for any items left by Tenant that cannot be so removed. All
garbage and refuse disposal shall be made only through entryways and
elevators provided for such purposes and at such times as Landlord shall
designate. Tenant shall not introduce into the Building any substance
which might add an undue burden to the cleaning or maintenance of the
Demised Premises or the Building. Tenant shall exercise its best efforts
to keep the sidewalks, entrances, passages, courts, lobby areas, garages
or parking areas, elevators, escalators, stairways, vestibules, public
corridors and halls in and about the Building (hereinafter "Common Areas")
clean and free from rubbish. No tenant shall cause any unnecessary labor
by reason of such tenant's carelessness or indifference in the
preservation of good order and cleanliness. Landlord shall not be
responsible to any tenant for any loss of property on the Demised
Premises, however occurring, or for any damage done to the effects of any
tenant by the cleaning service or any other employee or any other person.

6. Tenant shall use the Common Areas only as means of ingress and egress,
and Tenant shall permit no loitering by any persons upon Common Areas or
elsewhere within the Building. The Common Areas and roof of the Building
are not for the use of the general public, and Landlord shall in all cases
retain the right to control or prevent access thereto by all persons whose
presence, in the judgment of Landlord, shall be prejudicial to the safety,
character, reputation or interest of the Building and its tenants. Tenant
shall not enter or install equipment in the mechanical rooms, air
conditioning rooms, electrical closets, janitorial closets, or similar
areas or go upon the roof of the Building without the prior written
consent of Landlord. No tenant shall install any radio or television
antenna, loudspeaker, or other device on the roof or exterior walls of the
Building.

7. Without limitation upon any of the provisions of the Lease, Tenant shall
not mark, paint, drill into, cut, string wires within, or in any way
deface any part of the Building, without the

Exh. C-1

<PAGE> 33

prior written consent of Landlord, and as Landlord may direct. Upon
removal of any wall decorations or installations or floor coverings by
Tenant, any damage to the walls or floors shall be repaired by Tenant at
Tenant's sole cost and expense. Tenant shall not lay linoleum or similar
floor coverings so that the same shall come into direct contact with the
floor of the Demised Premises and, if linoleum or other similar floor
covering is to be used, an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other materials soluble in
water. The use of cement or other similar adhesive material is expressly
prohibited. Floor distribution boxes for electric and telephone wires
must remain accessible at all times.

8. Tenant shall not install or permit the installation of any awnings,
shades, mylar films or sunfilters on windows. Tenant shall cooperate with
Landlord in obtaining maximum effectiveness of the cooling system of the
Building by closing drapes and other window coverings when the sun's rays
fall upon windows of the Demised Premises. Tenant shall not obstruct,
alter or in any way impair the efficient operation of Landlord's heating,
ventilating, air conditioning, electrical, fire, safety or lighting
systems, nor shall Tenant tamper with or change the setting of any
thermostat or temperature control valves in the Building.

9. Tenant shall not use the washrooms, restrooms and plumbing fixtures of
the Building, and appurtenances thereto, for any other purpose than the
purpose for which they were constructed, and Tenant shall not deposit any
sweepings, rubbish, rags or other improper substances therein. Tenant
shall not waste water by interfering or tampering with the faucets or
otherwise. If Tenant or Tenant's servants, employees, agents,
contractors, jobbers, licensees, invitees, guests or visitors cause any
damage to such washrooms, restrooms, plumbing fixtures or appurtenances,
such damage shall be repaired at Tenant's expense, and Landlord shall not
be responsible therefor.

10. Subject to applicable fire or other safety regulations, all doors opening
onto Common Areas and all doors upon the perimeter of the Demised Premises
shall be kept closed and, during non-business hours, locked except when in
use for ingress or egress. If Tenant uses the Demised Premises after
regular business hours or on non-business days, Tenant shall lock any
entrance doors to the Building or to the Demised Premises used by Tenant
immediately after using such doors. Tenant shall cooperate with energy
conservation by limiting use of lights to areas occupied during
non-business hours.

11. Employees of Landlord shall not receive or carry messages for or to
Tenant or any other person, nor contract with nor render free or paid
services to Tenant or Tenant's servants, employees, contractors, jobbers,
agents, invitees, licensees, guests or visitors. In the event that any of
Landlord's employees perform any such services, such employees shall be
deemed to be the agents of Tenant regardless of whether or how payment is
arranged for such services, and Tenant hereby indemnifies and holds
Landlord harmless from any and all liability in connection with any such
services and any associated injury or damage to property or injury or
death to persons resulting therefrom.

12. All keys to the exterior doors of the Demised Premises shall be obtained
by Tenant from Landlord, and Tenant shall pay to Landlord a reasonable
deposit determined by Landlord from time to time for such keys. Tenant
shall not make duplicate copies of such keys. Tenant shall, upon the
termination of its tenancy, provide Landlord with the combinations to all
combination locks on safes, safe cabinets and vaults and deliver to
Landlord all keys to the Building, the Demised Premises and all interior
doors, cabinets, and other key-controlled mechanisms therein, whether or
not such keys were furnished to Tenant by Landlord. In the event, of the
loss of any key furnished to Tenant by Landlord, Tenant shall pay to
Landlord the cost of replacing the same or of changing the lock or locks
opened by such lost key if Landlord shall deem it necessary to make such a
change. The word "key" as used herein shall refer to keys, keycards, and
all such means of obtaining access through restricted access systems.

Exh. C-2

<PAGE> 34

13. For purpose hereof, the terms "Landlord", "Tenant", "Building" and
"Demised Premises" are defined as those terms are defined in the Lease to
which these Rules and Regulations are attached. The term "Building" shall
include the Demised Premises, and any obligations of Tenant hereunder with
regard to the Building shall apply with equal force to the Demised
Premises and to other parts of the Building.

14. These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or in part, the
agreements, covenants, conditions and provisions of any Lease of Demised
Premises in the Building.

Exh. C-3

<PAGE> 1
EXHIBIT 10.21

CONVERTIBLE LOAN AND INVESTMENT AGREEMENT

THIS CONVERTIBLE LOAN-AND INVESTMENT AGREEMENT (this
"Agreement") is made this 20th day of March, 1996, by and between DCR
COMMUNICATIONS, INC. (the "Corporation" or "DCR"), a corporation organized
under the laws of the State of Maryland, and LCC, L.C.C. (the "LCC"), a limited
liability company organized under the laws of Delaware.

W I T N E S S E T H:

WHEREAS, LCC desires to loan to DCR up to Six Million Five Hundred
Thousand and 00/100 Dollars (U.S.) ($6,500,000.00) in the form of two loans
which will have rights of conversion into the Corporation's Class B Non Voting
Common Stock pursuant to the terms and subject to the conditions set forth
herein; and

WHEREAS, the parties hereto desire to set forth herein their
understandings and agreements.

NOW, THEREFORE, in consideration of the foregoing, of the mutual covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by DCR and LCC,
the parties hereto, intending to be legally bound, hereby agree as follows:

Definitions:

For purposes of this Agreement, the following terms shall have
the following definitions:

"AUCTION" shall mean the Federal Communications Commission
("FCC") C-Block Auction for Broadband Personal Communications Services ("PCS").

"CLASS A STOCK" shall mean shares of the Class A Voting Common
Stock of the Corporation, par value One Cent ($0.01) per share, as the same may
be modified or exchanged in any reclassification or recapitalization of the
Corporation.

"CLASS B STOCK" shall mean shares of the Class B Non-voting
Common Stock of the Corporation, par value One Cent ($0.01) per share, as the
same may be modified or exchanged in any reclassification or recapitalization
of the Corporation.

"COMMUNICATIONS ACT" shall mean the Communications Act of
1934, as amended, codified at 47 U.S. C.A. Section 151, et seq.

"FOREIGN INVESTOR" shall mean any alien or representative
thereof, any foreign government or representative thereof or any corporation
organized under the laws of a foreign country whose partnership of capital
stock of the

<PAGE> 2
Corporation is or would be subject to foreign ownership restrictions of the
Communications Act including, without limitation, 47 U.S.C.A. Section 310 (b),
or FCC regulations.

"FOREIGN-OWNED EQUITY" shall mean any and all shares of
capital stock of DCR owned of record or voted for the account of a Foreign
Investor.

"PREFERRED STOCK" shall mean shares of Convertible Preferred
Stock of the Corporation, par value One Cent ($0.01) per share, as the same may
be modified or exchanged in any reclassification or recapitalization of the
Corporation.

"SERIES A DEBENTURES" shall mean the Debentures issued to Masa
Telecom Asia Investment Pte. Ltd. ("MTAI") pursuant to that certain Loan and
Purchase Agreement entered into by and between the Corporation and MTAI dated
June 24, 1995 and to Pacific Eagle Investments Ltd. ("Pacific Eagle") pursuant
to that certain Loan and Purchase Agreement entered into by and between the
Corporation and Pacific Eagle dated August 18, 1995.

"SERIES B DEBENTURES" shall mean the Series B Debentures
issued to Multinational Technology and Business Limited ("MTB") pursuant to
that certain Purchase Agreement entered into by and between the Corporation and
MTB dated August 18, 1995.

"SERIES C DEBENTURES" shall mean the Series C Debentures
issued or to be issued to Westinghouse Electric Corporation ("WEC") pursuant to
the terms of that certain Loan and Purchase Agreement entered into by and
between the Corporation and WEC dated November 9, 1995.

"SERIES D DEBENTURES" and "DEBENTURES" shall mean the Series D
Debentures issued to LCC pursuant to the terms of this Agreement.

"STOCKHOLDERS' AGREEMENT" means that certain Stockholders'
Agreement dated January 20, 1995, among the holders of the Corporation's Class
A Stock, as amended.

"TERMINATION EVENT" shall mean the earlier to occur of (a) a
closing of the first sale of Stock of the Corporation to the public through an
underwritten public offering where the Company's securities are listed on an
established national stock exchange or are admitted to quotation on the
National Association of Securities Dealer Automated Quotation System, which
produces gross proceeds of at least Twenty-Five Million and 00/100 Dollars
($25,000,000.00) pursuant to a registration statement filed with, and declared
effective by, the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933 as amended (the "Securities Act") (hereinafter
"IPO"), or (b) a merger or similar corporate transaction in which a majority of
the Corporation's voting securities are

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<PAGE> 3
acquired by a third party that is not directly or indirectly related to or
affiliated with the Corporation or any stockholder of the Corporation.

ARTICLE 1
INITIAL LOAN AND SALES AGREEMENT LOAN

1.1. Loan. LCC agrees to make two loans to the Corporation in the
aggregate amount of Six Million Five Hundred Thousand Dollars ($6,500,000) (the
"Loans"). The Loans will be made in two advances, as follows: i) an initial
loan in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000)
(the "Initial Loan") and ii) subject to satisfaction of the conditions set
forth in Section 1.3.1, the subsequent loan in the amount of Three Million
DoIlars ($3,000,000) (the "Subsequent Loan") (the "Initial Loan" and the
"Subsequent Loan" are hereinafter collectively referred to as the "Loans"),
subject to the conditions and limitations hereinafter set forth.

1.2. Initial Loan. The Initial Loan shall be funded within five
(5) business days after execution of this Agreement (the "Initial Loan Funding
Date") and shall be made upon the following terms and conditions:

1.2.1. Initial Loan Proceeds. The proceeds of the Initial
Loan shall be applied by the Corporation as follows: i) One Million Five
Hundred Thousand Dollars ($1,500,000) shall be paid to LCC as the up-front
license fee in connection with LCC's grant to DCR of a license to use LCC's
proprietary CellCADII propagation modeling software which license is being
acquired as set forth in the license agreement attached hereto as Exhibit 1.2.1
(the "License Agreement") and which shall be entered into between the parties,
and the license fee paid, contemporaneously with LCC's funding of the Initial
Loan; and ii) Two Million Dollars ($2,000,000) used for the Corporation's
working capital requirements and/or applied to the downpayment on PCS licenses.

1.2.2. Interest Rate. For the first six (6) months of the
term of the Initial Loan interest shall accrue at a rate per annum (based on
actual days elapsed in a 360-day year) equal to the Prime Rate, plus four
percent (4%), and thereafter at the Prime Rate plus two and one-half percent (2
1/2%) until maturity or conversion. The term "Prime Rate" shall mean, with
respect to interest accrued on the Loans issued hereunder during each calendar
quarter (or portion thereof) during the period in which the Loan(s) remain
outstanding, the amount shown as the bank prime lending rate in the Wall Street
Journal, Eastern Edition on the last business day of the immediately preceding
calendar quarter.

1.2.3. Interest Payments. The Loans issued hereunder shall
bear interest from the date of issuance on the unpaid principal balance thereof
at the variable rates set forth in Section 1.2.2, with respect to the Initial
Loan, and 1.3.3, with respect to the Subsequent Loan. Such interest shall be
payable quarterly in

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<PAGE> 4
arrears on June 30, September 30, December 31 and March 31 of each year
(provided that the first installment of interest shall be due and payable on
March 31, 1997 covering the period from the date of funding through March 31,
1997), and at maturity, and to bear interest (so calculated), payable on
demand, on any overdue principal and, to the extent permitted by law, on any
overdue interest payable hereunder, until the same shall be paid in full, at a
variable rate per annum equal to the sum of 2% plus the rate that would at the
time be applicable to principal under the foregoing provisions.

1.2.4. Maturity. The entire unpaid principal balance of the
Initial Loan shall be due and payable five (5) years following the Initial Loan
Funding Date. Subject to Section 1.2.6.2 hereof, prepayments of principal and
interest may be paid without penalty at any time during the term of the Initial
Loan. Such prepayment shall be made upon not less than ten (10) business days
prior written notice to LCC setting forth (i) the date such prepayment will be
made, and (ii) the principal amount to be prepaid on such date.

1.2.5. Form of Instrument. The Initial Loan shall be
evidenced by the Corporation's Series D Debenture, a copy of which is attached
hereto as Exhibit 1.2.5.

1.2.6. Initial Loan Voluntary Conversion Right. Until (a) a
Termination Event, or (b) when and if LCC timely makes its election not to be
converted pursuant to its rights set forth in Section 1.2.7 hereof, LCC shall
have the continuing option exercisable in accordance with the terms of this
Agreement, the Series D Debenture and the Corporation's Charter, from time to
time, to convert all or any portion of the unpaid principal balance of the
Initial Loan into such number of fully paid and nonassessable shares of Class B
Stock as provided in Section 1.2.6.1 hereof, but (i) the option may be
exercised, from time to time, in multiples of not less than One Million Dollars
($1,000,000.00), and (ii) only to the extent that such conversion does not
cause the Corporation's Foreign-owned Equity to exceed the maximum allowable
Foreign-owned Equity.

1.2.6.1 Conversion Rate. For the conversion of the
Initial Loan and the Subsequent Loan, the number of shares of Class B Stock
that shall be issuable upon conversion shall equal the amount of the Loan being
converted, divided by the lesser of (i) Fourteen and 00/100 Dollars ($14.00),
or (ii) the lowest per share purchase price paid to the Corporation by any
investor (including but not limited to the price paid in a private placement
and the offering price in an IPO) for the purchase of the Corporation's equity
securities (other than "Excluded Securities") up to the first One Hundred
Twenty-Seven Million Dollars ($127,000,000.00) worth of equity securities sold.
For purposes of determining the lowest price paid for equity securities sold,
the following shall not be included and are Excluded Securities: a sale or
issuance of (a) any preferred stock, (b) any securities that are issued
exclusively to Control Group members (as that term is

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<PAGE> 5
defined in Part 24 of the rules and regulations of the FCC), and (c) any equity
securities to (1) employees of the Corporation pursuant to stock options, stock
bonus or stock incentive plans duly approved by the Board of Directors of the
Corporation, (2) any third parties who receive or are issued equity securities
solely as a finder's fee, consulting fee, or as compensation for identifying
investors in the Corporation, and (3) any entity as consideration for the
purchase by the Corporation of names or marks or the right to use names or
marks. In the event that there are any stock dividends, split-ups,
combinations, recapitalizations, or the like, prior to the conversion which
affect the Class B Stock, reasonable proportionate adjustments shall be made to
the conversion rate, or the number of shares of Class B Stock issuable pursuant
to this conversion right.

1.2.6.2. Notice; Election of Rights. LCC may
exercise the Initial Loan voluntary conversion rights as provided in Section
1.2.6 herein by giving written notice to the Corporation, at the Corporation's
principal offices, of its exercise of such right. Conversion shall be deemed
to have been effected on the date when delivery of the conversion notice is
made or, if earlier, one (l) day after the notice is placed with an overnight
delivery service for delivery. Such notice, to be effective, must be
accompanied by the Series D Debenture. Within ten (10) business days after
receipt of the conversion notice, the Corporation shall issue and deliver to an
address designated by LCC, (i) a stock certificate of the Corporation
representing the number of shares of Class B Stock to which LCC is entitled,
and (ii) if the conversion is exercised with respect to less than the entire
principal balance of the Initial Loan, a replacement Series D Debenture, having
the same terms, in the principal amount remaining under the Initial Loan
bearing interest at the same rate. LCC shall be the holder of record of the
shares issuable upon conversion effective upon the Corporation's receipt of
LCC's conversion notice. In the event that the Corporation issues a notice of
prepayment to LCC under Section 1.2.4 hereof, LCC shall have the right to
convert the principal amount to be repaid by the Corporation into shares of
Class B Stock upon written notice to the Corporation at any time within the ten
(10) day notice period set forth in Section 1.2.4., provided that its
conversion rights have not terminated pursuant to Section 1.2.6.

1.2.7. Initial Loan Mandatory Conversion. As soon as
practicable prior to a pending Termination Event, the Corporation may elect to
cause the mandatory conversion of the Initial Loan into Class B Stock or "Like
Equity", if Like Equity is being offered by the Corporation in the Termination
Event, upon the same terms as set forth in Sections 1.2.6.1, subject to the
terms of this Section 1.2.7. For purposes of this Agreement, "Like Equity"
shall mean equity securities of the Corporation similar to the Class B Stock
other than any preferred stock and any equity securities that are issued
exclusively to Control Group members. To make such election to convert the
Debentures, the Corporation shall notify LCC in writing of the pending
Termination Event, the offering price of the shares being offered by the
Corporation in the Termination Event and the rights attached thereto. Upon

5
<PAGE> 6
notification of Corporation's election to cause the conversion of the Initial
Loan, LCC shall have the right to elect not to have the Debentures converted by
notifying the Corporation in writing of its exercise of this right within two
(2) business days of receipt of the notice of the Corporation's election to
convert. Upon LCC's exercise of this right, all voluntary conversion rights of
LCC shall immediately terminate. If LCC fails to exercise timely this right,
it shall forthwith surrender to the Corporation the Series D Debentures and the
Corporation shall issue to LCC a certificate evidencing the shares of Class B
Stock.

1.2.8. Reduction in Loan Balance. If and to
the extent that LCC exercises the aforesaid Initial Loan voluntary conversion
right or the Corporation exercises the aforesaid Initial Loan mandatory
conversion right and LCC fails to elect not to be converted, the principal
balance of the Initial Loan shall be deemed repaid with respect to the
principal amount converted.

1.2.9. In the event that the Initial Loan is converted
into Series B Stock in accordance with the provisions of Section 1.2.6 or
1.2.7, hereof, the Corporation shall grant to LCC the most favorable rights
granted to other purchasers of any equity securities of the Corporation, with
respect to (a) inspection of the properties of the Corporation and its
subsidiaries and examination of its books and records, subject to standard
corporate confidentiality agreements; (b) registration rights; (c) preemptive
rights to acquire its proportionate share of a future offering or sale of Class
B Stock; (d) tag-along rights in the event of a sale of over fifty percent
(50%) of the outstanding Class A Stock; (e) periodic financial information; and
(f) redemption rights.

1.3. Subsequent Loan. In order to notify LCC of the timing of funding of
the Subsequent Loan, the Corporation shall provide written notice to LCC when
Stage 3 of the Auction commences, when and if announced by the FCC. Provided
that the conditions set forth in section 1.3.1 are satisfied, the Subsequent
Loan shall be funded on or before three (3) business days following the FCC's
announced conclusion of the Auction (the "Subsequent Loan Funding Date") and
shall be made upon the following terms and conditions:

1.3.1. Subsequent Loan Funding Conditions. LCC's obligation
to fund the Subsequent Loan shall be subject to and conditioned upon the
Corporation being the high bidder at the Auction for licenses pertaining to
BTAs encompassing at least 25,000,000 in population.

1.3.2. Use of Subsequent Loan Proceeds. The proceeds from
the Subsequent Loan shall be used for the Corporation's working capital
requirements and/or applied to the down payment on PCS licenses.

1.3.3. Subsequent Loan Interest Rate. Interest shall accrue
on the Subsequent Loan at a rate per annum (based on actual days elapsed in a
360-day year) equal to the Prime Rate (as defined in Section 1.2.3 hereof) plus
Two and one-

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<PAGE> 7
half percent (2 1/2%) until maturity or conversion. Interest shall accrue
from the Subsequent Loan Funding Date and be payable quarterly in arrears in
accordance with Section 1.2.3 hereof.

1.3.4. Maturity of Subsequent Loan. The entire unpaid
principal balance of the Subsequent Loan shall be due and payable five (5)
years following the Subsequent Loan Funding Date. Subject to Section 1.3.6.2
hereof, prepayments of principal and interest may be paid without penalty at
any time during the term of the Subsequent Loan. Such prepayment shall be made
upon not less than ten (10) business days prior written notice to LCC setting
forth (i) the date such prepayment will be made, and (ii) the principal amount
to be prepaid on such date.

1.3.5. Form of Instrument. The Subsequent Loan shall be
evidenced by the Corporation's Series D Debenture in the form attached hereto
as Exhibit 1.2.5.

1.3.6. Subsequent Loan Voluntary Conversion Right. LCC
shall have the same conversion rights with respect to the Subsequent Loan as it
has with respect to the Initial Loan as set forth in Section 1.2.6 hereof.

1.3.6.1. Conversion Rate. The Conversion Rate for
the Initial Loan set forth in Section 1.2.6.1 hereof shall apply to the
Subsequent Loan.

1.3.6.2. Notice; Election of Rights. LCC may
exercise the Subsequent Loan voluntary conversion right provided in Section
1.3.6 by giving written notice to the Corporation, in the same manner as set
forth in Section 1.2.6.2 hereof with respect to the Initial Loan.

1.3.7. Subsequent Loan Mandatory Conversion. The Corporation
shall have the option to cause the mandatory conversion of the Subsequent Loan
into Class B Stock upon the same terms as set forth in Section 1.2.7, including
the right of LCC to elect not to be converted.

1.3.8. Reduction in Loan Balance. If and to the extent that
LCC exercises the aforesaid Subsequent Loan voluntary conversion right or the
Corporation exercises the Subsequent Loan mandatory conversion right and LCC
fails to elect not to be converted, the principal balance of the Subsequent
Loan shall be deemed repaid with respect to the amount converted.

ARTICLE 2
CONDITIONS TO FUNDING

2.1. LCC's Conditions to Funding Initial Loan. LCC's obligation to
make the Initial Loan and purchase the Series D Debenture shall be subject to
the fulfillment of the following conditions on or prior to the Initial Loan
Funding Date, or the waiver thereof by LCC:

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<PAGE> 8
2.1.1. The Corporation shall have delivered to LCC (a) the
Articles of Incorporation of the Corporation, with any and all amendments
thereto (the "Articles of Incorporation"), (b) the Bylaws of the Corporation,
with any and all amendments thereto (the "Bylaws"), (c) all authorizations by
the Board of Directors and, if necessary, the stockholders of the Corporation,
relating to the execution and performance of this Agreement (including the
issuance of the Debentures) and (d) a copy of the Stockholders' Agreement, and
(e) a certificate of Secretary of the Corporation attesting to the completeness
and accuracy of each such document.

2.1.2. LCC and the Corporation entering into the Services
Agreement in form and substance as set forth in Exhibit 2.1.2 attached hereto
(the "Services Agreement") and the License Agreement.

2.1.3. All covenants, agreements and conditions contained
herein to be performed by the Corporation on or prior to the Initial Loan
Funding Date shall have been performed or complied with, and the Corporation
shall have delivered to LCC a certificate to that effect.

2.1.4. LCC shall have satisfactorily completed its due
diligence investigation of the Corporation including its review and analysis of
any and all data, documents, reports, financial statements, financial
projections, business plans and all other information of every subject, type
and nature pertaining to the Corporation and its business as requested by LCC.

2.1.5. All representations and warranties made by the
Corporation herein shall be true, accurate and correct, in all material
respects, and no material adverse change shall have occurred with respect to
the Corporation's business, conduct or affairs.

2.1.6. No event of default shall have occurred under this
Agreement, the Services Agreement, the License Agreement or any Debenture
issued pursuant hereto.

2.2. The Corporation's Conditions to Borrow the Initial Loan Funds.
The Corporation's obligation to borrow the Initial Loan proceeds and issue and
sell the Series D Debentures shall be subject to the fulfillment of the
following conditions on or prior to the Initial Loan Funding Date, or the
waiver thereof by the Corporation:

2.2.1. All covenants, agreements and conditions contained
herein to be performed by LCC on or prior to the Initial Loan Funding Date
shall have been performed or complied with, and LCC shall have delivered to the
Corporation a certificate to that effect.

2.2.2. The Corporation and LCC entering into the Services
Agreement.

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<PAGE> 9
2.2.3. LCC shall have provided to the Corporation evidence
reasonably satisfactory to the Corporation that LCC's purchase of the Series D
Debenture pursuant to the terms hereof is in compliance with all applicable
securities laws which evidence shall consist of a completed Purchaser
Questionnaire in the form attached hereto as Exhibit 4.5.2 that is accepted by
the Corporation by the Corporation providing notice of acceptance to LCC.

2.3. LCC's Conditions to Funding Subsequent Loan. LCC's obligation
to make the Subsequent Loan and purchase of Series D Debenture shall be subject
to the fulfillment of the following conditions on or prior to the Subsequent
Loan Funding Date, or the waiver thereof by LCC:

2.3.1. All of the conditions set forth in Section 2.1
above shall have been met.

2.3.2. All covenants, agreements and conditions contained
herein to be performed by the Corporation on or prior to the Subsequent Loan
Funding Date shall have been performed or complied with, and the Corporation
shall have delivered to LCC a certificate to that effect.

2.4. The Corporation's Conditions to Borrow the Subsequent Loan
Funds. The Corporation's obligations to borrow the Subsequent Loan proceeds and
issue and sell the Series D Debentures shall be subject to the fulfillment of
the following conditions on or prior to the Subsequent Loan Funding Date, or
the waiver thereof by the Corporation:

2.4.1. All covenants, agreements and conditions contained
herein to be performed by the LCC on or prior to the Subsequent Loan Funding
Date shall have been performed or complied with, and LCC shall have delivered
to the Corporation a certificate to that effect.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF THE CORPORATION

As a material inducement to LCC to make the Initial Loan and Subsequent
Loan and purchase the Series D Debentures, the Corporation represents and
warrants to LCC that the following statements are true and correct in all
material respects as of the Initial Loan Funding Date.

3.1. Organization and Standing; Articles and Bylaws. The
Corporation is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland. The Corporation has requisite
corporate power and authority to own and operate its properties and assets and
to carry on its business as presently conducted and as proposed to be
conducted. The Corporation is duly licensed or qualified to transact business
as a foreign corporation in each

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<PAGE> 10
jurisdiction in which failure to qualify would have a material adverse effect
on the Corporation. The Articles of Incorporation and the Bylaws of the
Corporation delivered to LCC pursuant to Section 2.1.1 hereof are true, correct
and complete as of the date hereof.

3.2. Corporate Power. The Corporation has all requisite legal and
corporate power and authority to execute and deliver this Agreement, to sell
and issue the Debentures pursuant thereto, and to carry-out and perform all of
its other obligations under the terms of this Agreement and the Debenture.

3.3. Subsidiaries. Except as set forth on Schedule 3.3 attached
hereto, the Corporation has no subsidiaries or affiliated companies and does
not otherwise own or control, directly or indirectly, any equity interest in
any corporation, association or business entity other than the fifty (50)
shares of FedSMR, Inc. contributed by American Business Communications, Inc.

3.4. Capitalization. The authorized capital stock of the
Corporation consists solely of One Hundred Million (100,000,000) shares of
Class A Common Stock, par value One Cent ($0.01) per share, of which
Twenty-eight Million Nine Hundred Ten Thousand Eight Hundred Forty-nine
(28,910,849) shares are issued and outstanding, One Hundred Million
(l00,000,000) shares of Class B Nonvoting Common Stock, par value One Cent
($0.01) per share, of which [One Hundred Fifty Thousand (150,000)] shares are
issued and outstanding, and One Hundred Million (100,000,000) shares of
Preferred Stock, par value One Cent ($.01) per share, of which no shares are
outstanding. All outstanding shares of Class A Stock and Class B Stock have
been duly authorized and validly issued and are fully paid and nonassessable.
The Corporation has duly and validly reserved (a) an aggregate of Four Million
Five Hundred Nineteen Thousand Eight Hundred Eighty (4,519,880) shares of Class
A Stock for issuance pursuant to stock options to be granted to employees of
the Corporation (the "Employee Reserve"), (b) an aggregate of Six Million Seven
Hundred Thousand (6,700,000) shares of Class B Stock for issuance to other
investors (excluding shares reserved for LCC), and (c) an aggregate of Six
Million Five Hundred Fifty Thousand (6,550,000) shares of Preferred Stock for
issuance to other investors. The Class B Stock has the rights, preferences,
privileges and restrictions set forth in the Articles of Incorporation
delivered to LCC pursuant to Section 2.1.1 hereof. Except as set forth on
Schedule 3.4, there are no preemptive rights or anti-dilution rights existing
with respect to any issuance or proposed issuance of any equity securities of
the Corporation, including issuances pursuant to this Agreement.

3.5. Authorization. All corporate actions on the part of the
Corporation, its directors and stockholders necessary for (a) the
authorization, execution, delivery and performance of this Agreement by the
Corporation, (b) the sale, issuance and delivery of the Series D Debentures,
and (c) the performance of all of the Corporation's obligations under this
Agreement and the other agreements and

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actions contemplated herein with respect to the Initial Loan, have been or will
be taken prior to or as of the Initial Loan Funding Date.

3.6. Binding Effect. This Agreement, when executed and delivered
by the parties hereto, shall constitute a valid and binding obligation of the
Corporation, and shall be enforceable in accordance with its terms. The Class
B Stock, when paid for and issued in compliance with the provisions of this
Agreement, shall be validly issued, fully-paid and nonassessable, and free of
any liens, claims or encumbrances; provided, however, that such shares may be
subject to restrictions on transfer under state, United States federal and/or
foreign securities laws and any other restrictions set forth in this Agreement,
other investor agreements or the Debentures, to the extent applicable.

3.7. Liabilities. Except as set forth on Schedule 3.7, the
Corporation has no material liabilities or obligations, absolute or contingent
(individually or in the aggregate), except liabilities and obligations relating
to the ordinary course of its business (in each case in normal amounts and
incurred only in the ordinary course of business).

3.8. Title to Properties and Assets; Liens. The Corporation has
good and marketable title to its properties and assets, including, without
limitation, all technology, patents, copyrights, trademarks, trade names,
service marks (and any applications for any of the foregoing) and trade secrets
(the Corporation's proprietary rights are hereinafter referred to as the
"Business Property Rights"). No person or entity has made or, to the knowledge
of the officers of the Corporation, has threatened to make any claims that the
operation of the business of the Corporation is in violation of or infringes
any Business Property Rights or any other proprietary or trade rights of any
third party.

3.9. Consents. No consent, approval or authorization of any third
party or governmental authority, or designation, declaration or filing with any
governmental authority on the part of the Corporation, is required in
connection with the valid execution, delivery and performance of this
Agreement, or the offer, sale or issuance of the Debentures, or the
consummation of any other transaction contemplated by this Agreement, except as
required under the Communications Act and applicable FCC policies, rules and
regulations or to comply with exemptions from registration under the Securities
Act, the rules and regulations promulgated thereunder, and applicable state
securities laws and regulations.

3.10. Compliance with Other Instruments. The Corporation is not in
violation of any term of its Articles of Incorporation or Bylaws, of any
material term or provision of any mortgage, indebtedness, indenture, contract,
agreement, instrument, judgment or decree, or of any order, statute, rule or
regulation applicable to the Corporation. The execution, delivery and
performance of this Agreement, the Services Agreement and the License Agreement
by the Corporation,

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and the issuance of the Series D Debentures, have not resulted and shall not
result in any violation of, or conflict with, or constitute a default under,
the Corporation's Articles of Incorporation or Bylaws, or any other agreement
to which the Corporation is a party or by which it or any of its property is
bound.

3.11. Litigation. Except as set forth on Schedule 3.11 attached
hereto, there are no actions, suits, proceedings or investigations pending or
(to the knowledge of the executive officers of the Corporation) threatened
against the Corporation or its properties before any court or governmental
agency, which, if adversely determined would materially adversely affect the
Corporation, nor (to the knowledge of the executive officers of the
Corporation) is there any reasonable basis therefor.

3.12. Registration Rights. Except as set forth in Schedule 3.12
attached hereto, the Corporation is not under any contractual obligation to
register any of its presently outstanding securities or any of its securities
which may hereafter be issued.

3.13. Financial Statements. The Profit and Loss Statement for the
twelve (12) month period ending December 31, 1995, and the Balance Sheet of the
Corporation dated as of December 30, 1995, and the one (1) month Profit and
Loss Statement and Balance Sheet of the Corporation dated January 31, 1996
attached hereto as Exhibit 3.13 (collectively the "Financial Statement") are
true and correct in all material respects, have been prepared in accordance
with generally accepted accounting principles, present fairly, in all material
respects, the financial condition of the Corporation, and do not fail to state
any material fact or condition. The Corporation previously delivered to LCC
financial information and projections, including prospective financial
information which was based upon assumptions that the Corporation believed to
be reasonable in light of all facts known to the Corporation at the time such
financial information was provided.

3.14. Taxes. The Corporation (a) has duly and timely filed or
caused to be filed all federal, state, local and foreign tax returns
(including, without limitation, consolidated and/or combined tax returns)
required to be filed by it prior to the date of this Agreement which relate to
the Corporation or with respect to which the Corporation is liable or otherwise
in any way subject, (b) has paid or fully accrued for all taxes shown to be due
and payable on such returns (which taxes are all the taxes due and payable
under the laws and regulations pursuant to which returns were filed) and (c)
has properly accrued for all such taxes accrued in respect of the Corporation
for periods subsequent to the periods covered by such returns. No deficiency
in payment of taxes for any period has been asserted by any taxing body and
remains unsettled at the date of this Agreement.

3.15. Offering. Subject to the truth and completeness of
representations and warranties received by the Corporation from holders of its
outstanding shares of Class A Stock (none of which the Corporation or its
executive officers has reason to

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<PAGE> 13
believe is false or inaccurate in any material respect), all shares of Class A
Stock outstanding immediately prior to the date hereof shall have been issued
and sold in compliance with exemptions from registration requirements of the
Securities Act and applicable U.S. state securities laws. Subject to the truth
and completeness of the representations and warranties received by the
Corporation from holders of its Series A Debentures, Series B Debentures, and
Series C Debentures (none of which the Corporation or its executive officers
has reason to believe is false or inaccurate in any material respect), all
Series A Debentures, Series B Debentures, and Series C Debentures outstanding
immediately prior to the date hereof shall have been issued and sold in
compliance with exemptions from registration requirements of the Securities Act
and applicable U.S. state securities laws. The offer, sale and issuance of the
Series D Debentures in conformity with the terms of this Agreement shall
constitute a transaction exempt from the registration requirements of the
Securities Act, subject to the truth and completeness of the representations
and warranties of LCC in Article 4 hereof and any purchaser questionnaire(s)
provided by LCC herewith.

3.16. Brokers. The Corporation has not incurred, nor shall
incur, directly or indirectly, as a result of any action taken by it, any
liability for brokerage or finders' fees or agents' commissions or any similar
charges in connection with this Agreement.

3.17. Disclosure. This Agreement and the Exhibits and Schedules
hereto, and all of the documents and materials delivered to LCC in connection
herewith, do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
herein or therein not misleading.

3.18. Qualification to Bid. The Corporation, including its
affiliate DCR PCS, Inc., ("DCR PCS"), qualifies as a "Small Business" and
"Designated Entity" as defined under Part 24 of the Rules of the FCC as
presently in effect, and DCR PCS qualifies to bid on and the C-Block licenses
for which it has bid in the Auction; provided all post-Auction requirements are
met.

3.19. Investor Agreements. Attached hereto as Schedule 3.19 is
a true, accurate, correct and complete list of all Agreements entered into by
the Corporation and any investor in the Corporation.

3.20. Shareholders and Debt Holders. Attached hereto as Schedule
3.20 is a true, accurate, correct and complete listing of: (i) all shareholders
of the Corporation setting forth their respective equity holdings by class,
purchase price and amount, (ii) all debt issued by the Corporation setting
forth the principal amount of such debt, (iii) all securities issued by the
Corporation including, without limitation, all options, warrants, debt
instruments, or similar rights or agreements convertible

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<PAGE> 14
into equity securities of the Corporation setting forth the holder thereof,
type, amount and purchase price for such security.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF LCC

As a material inducement to the Corporation to agree to issue and sell the
Debentures as provided herein, LCC represents and warrants to the Corporation
that the following statements are true and correct in all material respects as
of the date hereof and shall be true and correct in all material respects as of
the Initial Loan Funding Date:

4.1. Organization and Standing; Authority. LCC is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware and is duly licensed or qualified to transact
business in each jurisdiction in which the failure to qualify would have a
material adverse effect on LCC. LCC has requisite legal and limited liability
company power and authority to execute and deliver this Agreement, and to
purchase the Debentures pursuant to the terms of this Agreement, and to carry
out and perform all of its other obligations under the terms of this Agreement.

4.2. Authorization. All actions on the part of LCC and its members
necessary for (a) the authorization, execution, delivery and performance of
this Agreement by LCC, (b) the purchase of the Series D Debentures, and (c) the
performance of all of LCC's obligations under this Agreement and the other
agreements and actions contemplated herein, have been taken prior to or as of
the Initial Loan Funding Date.

4.3. Binding Effect. This Agreement, when executed and delivered
by the parties hereto, shall constitute a valid and binding obligation of LCC,
enforceable in accordance with its terms.

4.4. No Violation; Compliance with Laws. The execution, delivery
and performance of this Agreement and compliance with the provisions hereof (a)
will be in conformance with all laws, statutes and regulations applicable to
LCC and (b) will not conflict with, or result in any breach of, any agreement
to which LCC is a party or by which LCC is bound.

4.5. Investment.

4.5.1. LCC is acquiring the Series D Debentures for its
own account for investment and not with a view to distribution or resale, and
agrees (i) not to sell, hypothecate or otherwise dispose of the securities
unless the securities have been registered under the Securities Act and
applicable state securities laws or, in the opinion of counsel reasonably
acceptable to the Corporation, an exemption from the registration requirements
of the Securities Act and such laws is available, and

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<PAGE> 15
(ii) not to act in any way that would cause it to be deemed to be an
"underwriter" of such securities within the meaning given that term by the
Securities Act.

4.5.2. Each of the answers in the Purchaser
Questionnaire(s) completed by LCC (and each of the equity owners of LCC if
applicable) and submitted to the Corporation, in a form substantially similar
to that attached hereto as Exhibit 4.5.2, is true, complete and correct.

4.5.3. LCC is entering into this transaction after having
received and reviewed such financial and other information as was necessary in
order to make an informed investment decision and after having completed an
independent investigation and analysis of facts and circumstances that it deems
appropriate for this investment. LCC understands that the Corporation is a
recent start-up company with very limited operating history, that much of the
financial information provided is prospective in nature and is based upon
assumptions that the Corporation believes to be reasonable in light of all
facts currently known to the Corporation, and that the validity of such
assumptions is subject to numerous risks and unknown factors, involving the
uncertainties associated with PCS. LCC also acknowledges that the
technological know-how required for the development and implementation of PCS
is not owned by the Corporation, but is either generally available in the
marketplace or is owned by other parties.

4.5.4. The Corporation has made available to LCC all
documents that have been requested by LCC relating to an investment in the
Corporation, and has provided LCC the opportunity to ask, and has provided
answers to, its questions concerning the offering and an investment in the
Corporation; and, in evaluating the suitability of the investment in the
Corporation, LCC has not relied on information regarding the Corporation except
information contained in any documents or written answers so furnished to it by
the Corporation.

4.5.5. LCC is experienced in evaluating and investing in
companies such as the Corporation. LCC is capable of evaluating the merits and
risks of an investment in the Corporation and has evaluated the merits and
risks associated with its investment in the Corporation, including the current
financial condition of the Corporation. LCC further represents that it
understands that (i) neither the Series D Debentures nor the Class B Stock have
been registered under the Securities Act or the securities laws of any state by
reason of their issuance in a transaction exempt from the registration
requirements of the Act pursuant to Section 4(2) thereof, (ii) the Debentures
and the Class B Stock cannot be sold unless subsequent disposition thereof is
registered under the Act and under any applicable securities law or is exempt
from such registration, (iii) the Debentures and the certificates representing
the Class B Stock will bear a legend to such effect, and (iv) the Corporation
will make a notation on its transfer books to such effect.

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<PAGE> 16
4.5.6. LCC recognizes that an investment in the
Corporation involves substantial risks and that it has taken full cognizance of
and understands all the risks related to the purchase of the Series D
Debentures.

4.6. Brokers. The Corporation has not incurred, and shall not
incur, directly or indirectly, as a result of any action taken by LCC, any
liability for brokerage or finders' fees or agents' commissions or any similar
charges in connection with this Agreement.

4.7. Ownership of Other DEs and Broadband PCS Cellular and SMRS
Interests. LCC does not own in excess of five percent (5%) of the ownership
interests (as defined in 47 CFR Sec. 24.229) in any other entity that is
participating in the Auction, or hold any officer or director positions
attributable to LCC in such entities. LCC does not own five percent (5%) or
more of the ownership interests (as defined in 47 CFR Sec. 24.229) in any PCS
A/B-block licenses or hold any officer of director positions attributable to
LCC for any such licensee, and does not own forty percent (40%) or more of the
ownership interests (as defined in 47 CFR Secs. 24.204 and 20.6) in any
cellular or SMRS licensee or hold any officer or director positions
attributable to LCC in such entities.

4.8. Disclosure. This Agreement and the Exhibits and Schedules
hereto, and all of the documents and materials delivered to the Corporation in
connection herewith, do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statement
contained herein or therein not misleading.

ARTICLE 5
COVENANTS

5.1. Financial Statements. From the date hereof until a
Termination Event resulting in LCC's receiving periodic 10-K, 10-Q, 8-K and
similar reports, the Corporation shall furnish to LCC:

5.1.1. Within ninety (90) days after the end of each
fiscal year of the Corporation, a consolidated balance sheet of the Corporation
and its subsidiaries, if any, as of the end of such fiscal year and the related
consolidated statements of income, stockholders' equity and cash flows for the
fiscal year then ended, prepared in accordance with generally accepted
accounting principles applied on a consistent basis, as audited by the
Corporation's independent certified public accountant.

5.1.2. Within thirty (30) days after the end of each
fiscal quarter in each fiscal year (other than the last fiscal quarter in each
fiscal year), a consolidated balance sheet of the Corporation and its
subsidiaries, if any, and the related consolidated statements of income,
stockholders' equity and cash flows, unaudited but prepared in accordance with
generally accepted accounting principles and certified by the Chief Financial
Officer of the Corporation, such consolidated

16
<PAGE> 17
balance sheet to be as of the end of such fiscal quarter, and such consolidated
statements of income, stockholders' equity and cash flows to be for such fiscal
quarter and for the period from the beginning of the fiscal year to the end of
such fiscal quarter, in each case with comparative statements for the
corresponding period or periods in the prior fiscal year.

5.2. Reservation of Class B Stock. The Corporation shall at all
times until issuance thereof in accordance with the terms of this Agreement or
the expiration of the conversion rights set forth in Article 1 hereof, reserve
and keep available out of its authorized but unissued shares of its Class B
Stock such shares as are necessary for the purpose of issuing Class B Stock in
accordance with the terms of this Agreement. The Corporation shall issue the
Class B Stock in accordance with the applicable terms of this Agreement and the
Series D Debentures. The Corporation shall obtain any authorization, consent,
approval or other action by, or make any filing with, any governmental agency
or administrative body that may be required under applicable United States of
America and state securities laws and the Communications Act in connection with
the issuance of the Series D Debentures and the Class B Stock, or any portion
thereof, as contemplated by the terms of this Agreement and subject to the
truth and completeness, at the time of issuance of such shares, of the
representations of LCC in Article 4 hereof.

5.3. Reports Under Securities Exchange Act of 1934. From and after
any Termination Event, with a view of making available to LCC the benefits of
Rule 144 promulgated under the Securities Act and any other rule or regulation
of the SEC that may at any time permit LCC to sell securities of the
Corporation to the public without registration, the Corporation agrees to: (a)
make and keep public information available, as those terms are understood and
defined in Rule 144, at all times; (b) file with the SEC in a timely manner all
reports and other documents required of the Corporation under the Securities
Act and the 1934 Act, and (c) furnish to LCC, so long as LCC owns any
registrable securities, forthwith upon request such information as may be
reasonably requested in order to allow LCC to avail itself of any rule or
regulation of the SEC which permits the selling of any such securities without
registration, provided such information is otherwise available generally to the
stockholders of the Corporation.

5.4. Corporate Existence. The Corporation shall maintain its
corporate existence in full force and effect.

5.5. Securities Law Compliance. LCC covenants and agrees (i) not
to offer, sell, hypothecate or otherwise dispose of the securities purchased
hereunder except in the manner consistent with the restriction set forth in the
Securities Act, and (ii) not to act in any way that would cause it to be deemed
to be "underwriter" of such securities within the meaning given that term by
the Securities Act.

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<PAGE> 18
5.6. Adjustments. The number and kind of securities which may be
received upon the exercise of the conversion rights granted hereunder and the
conversion price shall be subject to adjustment from time to time upon the
happening of certain events, as follows:

5.6.1. Adjustment for Stock Splits. If the Corporation
shall at any time or from time to time after the date hereof effect a
subdivision of the outstanding shares of its Class B Stock, the conversion
price then in effect immediately before that subdivision shall be
proportionately decreased. Any adjustment under this Section 5.6.1 shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

5.6.2. Adjustment for Certain Dividends and Distributions.
In the event the Corporation shall at any time or from time to time after the
date hereof make or issue, or fix a record date for the determination of
holders of shares of its Class B Stock entitled to receive, a dividend or other
distribution table in additional shares of Class B Stock of the Corporation,
then and in each such event the conversion price then in effect shall be
decreased as of the time of such issuance or, in the event such a record date
shall have been fixed, as of the close of business on such record date, by
multiplying the conversion price then in effect by a fraction: (i) the
numerator of which shall be the total number of shares of Class B Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date; and (ii) the denominator of which shall be the
sum of the total number of shares of Class B Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such
record date and the number of shares of Class B Stock issuable in payment of
such dividend or distribution; provided, however, if such record date shall
have been fixed and such dividend is not fully paid or if such distribution is
not fully made on the date fixed therefor, the conversion price shall be
recomputed accordingly as of the close of business on such record date and
thereafter such conversion price be adjusted pursuant to this Section 5.6.2 as
of the time of actual payment of such dividends or distributions.

5.6.3. Adjustment for Reclassification, Exchange or
Substitution. If the shares issuable upon the conversion of the Loans shall be
changed into the same or different number of shares or any class or classes of
stock, whether by capital reorganization, reclassification or otherwise (other
than a subdivision or combination of shares or stock dividend provided for
above, or a-reorganization, merger, consolidation or sale of assets provided
for hereunder), then and in each such event, LCC shall have the right
thereafter to convert each Loan into the kind and amount of shares of stock and
other securities and property receivable upon such reorganization,
reclassification or other change, as such Loans might have been converted
immediately prior to such reorganization, reclassification or change.

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<PAGE> 19
5.6.4. Adjustment for Reorganization, Merger, Consolidation
or Sale of Assets. If at any time or from time to time prior to a Termination
Event there shall be a capital reorganization of the shares of the
Corporation's Class B Stock (other than a reclassification or exchange of
shares provided for elsewhere in this Section 5.6.4) or a merger or
consolidation of the Corporation with or into another corporation, or the sale
of all or substantially all of the Corporation's properties and assets to any
other person, then, as a part of such reorganization, merger, consolidation or
sale, provision shall be made so that LCC shall thereafter be entitled to
receive upon conversion of the Loans, the number of shares of stock or other
securities or property of the Corporation or of the successor corporation
resulting from such merger or consolidation or sale, to which the holders of
shares the Corporation's Class B Stock were entitled on such reorganization,
merger, consolidation, or sale. In any such case, appropriate adjustment shall
be made in the application of the provisions of this Section 5.6 with respect
to the rights of LCC after the reorganization, merger, consolidation or sale to
the end that the provisions of this Section 5.6 (including adjustment of the
conversion price then in effect and the number of shares receivable upon
conversion of the Loans) shall be applicable after that event as nearly
equivalent hereto as may be practicable.

5.6.5. Certificate of Adjustment. Upon the occurrence of
each adjustment or readjustment of the applicable conversion price or shares of
Class B Stock into which the Loans are convertible pursuant to this Section
5.6, the Corporation shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to LCC a certificate,
signed by two executive officers of the Corporation, setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Corporation shall also provide LCC
with not less than ten (10) days prior written notice of any event under this
Section 5.6.

5.7. Dissenter Rights. Until a Termination Event, holders of
corporation's Preferred Stock and holders of the Corporation convertible
debentures, including LCC as the holder of the Series D Debentures, (voting on
an as converted basis) shall have the right to approve by a majority vote,
voting as a class, the following transactions: (a) the consolidation of the
Corporation with one or more corporations to form a new consolidated
corporation; (b) the sale, lease, exchange or other transfer of all, or
substantially all of the property and assets of the Corporation; (c) the
participation by the Corporation in a share exchange (as defined in the
Corporations and Associations Article of the Annotated Code of Maryland); (d)
the voluntary liquidation, dissolution or winding-up of the Corporation; (e)
the Corporation's repurchase or redemption of any securities junior to the
Preferred Stock other than (i) the exercise by the Corporation of redemption
rights as necessary to remain incompliance with the FCC foreign ownership
requirements, spectrum cap requirements and the regulations regarding DE
status, (ii) pursuant to any rights of first refusal or repurchase rights in
the Stockholders Agreement,

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<PAGE> 20
and (iii) rights to repurchase shares pursuant to employee stock option
agreements; and (f) the issuance of any new class of stock that pays dividends.

In the event that the required majority refuses to grant consent, the
Corporation shall have the option, in its sole discretion, to repurchase all of
the stock and/or debenture interest of any holder of any convertible debentures
or Preferred Stock that has voted against such consent by paying to such holder
"fair value" (as is defined in Section 3-202 of the Annotated Code of Maryland)
for the stock interest held by such dissenting holder and, in the case of LCC,
with respect to the debenture interest held by such dissenting holder, by
paying the entire principal and interest then due and owing under each of the
Initial Loan and the Subsequent Loan.

ARTICLE 6
INDEMNIFICATION

6.1. Indemnification of LCC. The Corporation hereby agrees to
indemnify, defend and hold harmless LCC against and in respect of any and all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, costs of
investigation and reasonable attorneys' fees, that LCC may incur, directly or
indirectly, which result from any breach of, or failure by the Corporation to
perform, any of its representations, warranties, covenants or agreements
contained in this Agreement.

6.2. Indemnification of the Corporation. LCC hereby agrees to
indemnify, defend and hold harmless the Corporation against and in respect of
any and all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penalties, costs of
investigation and reasonable attorneys' fees, that the Corporation may incur,
directly or indirectly, which result from any breach of, or failure by LCC to
perform, any of its representations, warranties, covenants or agreements
contained in this Agreement.

ARTICLE 7
MISCELLANEOUS

7.1. Expenses. Each of the parties hereto shall be responsible for
its respective expenses incurred in connection with the preparation and
execution of this Agreement (and any and all investigations undertaken in
connection herewith or therewith), including the fees and expenses of all
accountants, attorneys and advisors of any such party. The Corporation
covenants and agrees that it shall not bear, pay or reimburse any fees, costs
or expenses of any holder of any Debentures in connection with the negotiation
and execution of this Agreement, or any other agreement executed in connection
herewith or therewith.

7.2. Notices. Any and all notices, requests, elections or other
communications provided for herein shall be given in writing and sent by hand

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<PAGE> 21
delivery, by any express courier service that produces and maintains proof of
delivery or by registered or certified mail, return receipt requested, with
first-class postage prepaid; and such notices shall be addressed (a) if to the
Corporation, to the principal office of the Corporation, with a copy to Ronald
S. Schimel, Esquire, Levan, Schimel, Belman & Abramson, P.A., 9881 Broken Land
Parkway, Suite 400, Columbia, Maryland 21046, U.S.A., and (b) if to LCC, to its
address at 2300 Clarendon Blvd., Suite 800, Arlington, Virginia 22201,
attention: President, with a copy to its general counsel, unless notice of a
change of address is furnished to all parties in the manner provided in this
Section 7.2. Any notice which is required to be made within a stated period of
time shall be considered timely if delivered or mailed before midnight of the
last day of such period.

7.3. Invalid or Unenforceable Provisions. The invalidity or
unenforceability of any particular provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision were omitted.

7.4. Survival. The representations, warranties, covenants and
agreements made in this Agreement shall survive any investigation by LCC and
the closing of the transactions contemplated by this Agreement.

7.5. Benefit and Burden. This Agreement shall inure to the benefit
of, and shall be binding upon, the parties hereto and their successors and
assigns, and other legal representatives and, in the case of LCC, its
designees, if reasonably acceptable to the Corporation. Neither party may
transfer or assign this Agreement or any of their respective rights, duties or
obligations under this Agreement without the express prior written consent of
the other party, except that LCC may transfer this Agreement and its rights,
duties and obligations hereunder to (i) any successor entity organized in
connection with a public offering of LCC's equity securities, (ii) any entity
in connection with a merger, consolidation, recapitalization, reorganization or
similar transaction, or (iii) any entity acquiring all or substantially all of
LCC's assets or ownership interests.

7.6. Gender. The use of any gender herein shall be deemed to be or
include the other genders and the use of the singular herein shall be deemed to
be or include the plural (and vice versa), wherever appropriate.

7.7. Changes; Waiver. No change or modification of this Agreement
shall be valid unless the same is in writing and signed by all of the parties
hereto. No waiver of any provision of this Agreement shall be valid unless in
writing and signed by the person against whom sought to be enforced. The
failure of any party at any time to insist upon strict performance of any
condition, promise, agreement or understanding set forth herein shall not be
construed as a waiver or relinquishment of the right to insist upon strict
performance of the same or any other condition, promise, agreement or
understanding at a future time.

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7.8. Entire Agreement. This Agreement and the Exhibits and
Schedules attached hereto set forth all of the promises, agreements,
conditions, understandings, warranties and representations among the parties
hereto with respect to the matters set forth herein, and there are no promises,
agreements, conditions, understandings, warranties or representations, oral or
written, express or implied, among them with respect to such matters except as
set forth herein or therein. Except for the Exhibits and Schedules attached
hereto, any and all prior agreements among the parties hereto with respect to
the matters set forth herein are hereby revoked. This Agreement and the
Exhibits and Schedules attached here to are intended by the parties to be an
integration of any and all prior agreements or understandings, oral or written,
with respect to the matters set forth herein. Each writing or document
referred to as being attached here to as an exhibit or otherwise designated
herein as an exhibit hereto is hereby made a part hereof.

7.9. Governing Law. This Agreement shall be construed and enforce
in accordance with the substantive laws of the District of Columbia
without regard to its rules regarding conflicts of law, and each party hereby
irrevocably submits to the jurisdiction of any court of the District of
Columbia, and the United States District Court for the District of Columbia for
the purpose of any suit, action or other proceeding arising out of this
Agreement, or any of the agreements or transactions contemplated hereby. Each
party hereby (a) hereby irrevocably agrees that all claims in respect of any
such suit, action or proceeding may be heard and determined in any such court,
(b) to the extent that either party has acquired or hereafter may acquire, any
immunity from jurisdiction of any such court or from any legal process therein,
such party hereby waives, to the fullest extent permitted by applicable law,
such immunity and (c) agrees not to commence any action, suit or proceeding
relating to this Agreement other than in such courts. Each party hereby
waives, and agrees not to assert in any such suit, action or proceeding in each
case, to the fullest extent permitted by applicable law, any claim that (i)
such party is not personally subject to the jurisdiction of any such court,
(ii) such party is immune from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to such party or its property or (iii) any such
suit, action or proceeding is brought in an inconvenient forum.

7.10. Headings. The headings, subheadings and other captions in
this Agreement are for convenience and reference only and shall not be used in
interpreting, construing or enforcing any of the provisions of this Agreement.

7.11. Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one instrument.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

ATTEST/WITNESS: DCR COMMUNICATIONS, INC.,
a Maryland corporation

/s/ RONALD S. SCHMIL By: /s/ JANIS A. RIKER
- ----------------------------- -------------------------------------
Janis A. Riker
President

ATTEST/WITNESS: LCC, L.L.C.

/s/ PETER A. DELISO By: /s/ PIYUSH SODHA
- ----------------------------- --------------------------------------
Piyush Sodha
President and C.E.O.

<PAGE> 1
EXHIBIT 10.23

DEED OF LEASE

BY AND BETWEEN

WEST*PARK ASSOCIATES LIMITED PARTNERSHIP

("Landlord")

AND

LCC, L.L.C.

("Tenant")

Northampton Building
7925 Jones Branch Drive
McLean, VA 22102

Fairfax County, Virginia

Dated May 17, 1996
<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
SECTION 1 - BASIC LEASE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2 - DEMISE AND TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 3 - TENANT IMPROVEMENT ALLOWANCE; BASE BUILDING ALLOWANCE . . . . . . . . . . . . . . . 3

SECTION 4 - DELIVERY OF THE PREMISES TO TENANT . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 5 - BASE RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

SECTION 6 - ADDITIONAL RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 7 - SERVICES BY LANDLORD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 8 - UTILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 9 - USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 10 - COMPLIANCE WITH LAWS AND BUILDING REGULATIONS . . . . . . . . . . . . . . . . . . 19

SECTION 11 - ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 12 - LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 13 - TENANT'S REPAIR OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 14 - INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 15 - DAMAGE BY FIRE OR OTHER CASUALTY . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 16 - CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 17 - ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 18 - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 19 - SURRENDER OF THE PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 20 - ESTOPPEL CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 21 - SUBORDINATION AND ATTORNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 22 - QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 23 - SIGNS AND FURNISHINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 24 - DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 25 - SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 26 - LANDLORD'S LIEN AND SECURITY INTEREST . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 27 - RENEWAL OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 28 - GUARANTEE OF LANDLORD'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 29 - CAFETERIA SPACE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 30 - ATTORNEYS' FEES AND LEGAL EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 31 - NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>

- i -
<PAGE> 3

<TABLE>
<S> <C>
SECTION 32 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

- ii -
<PAGE> 4

EXHIBITS

<TABLE>
<S> <C> <C>
EXHIBIT A-I FIRST PHASE PREMISES . . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT A-2 SECOND PHASE PREMISES . . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT B LAND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT C TITLE EXCEPTIONS AND ENCUMBRANCES
-- AFFECTING LAND . . . . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT D RENTABLE AREA OF PREMISES . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT E WORK AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT F ENVIRONMENTAL INVESTIGATIONS . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT G DECLARATION OF COMMENCEMENT DATE . . . . . . . . . . . . . . . . . . Attached
EXHIBIT H INTENTIONALLY DELETED . . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT I INTENTIONALLY DELETED . . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT J CLEANING SPECIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT K HVAC SPECIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT L RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . Attached
EXHIBIT M FORM NON-DISTURBANCE AGREEMENT . . . . . . . . . . . . . . . . . . . Attached
</TABLE>

- iii -
<PAGE> 5

DEED OF LEASE

THIS DEED OF LEASE (this "Lease") is made and entered into this 17th day
of May, 1996 (the "Effective Date") by and between WEST*PARK ASSOCIATES
LIMITED PARTNERSHIP, a Virginia limited partnership ("Landlord") and LCC,
L.L.C., a Delaware limited liability company ("Tenant"), upon all terms set
forth in this Lease and in all Exhibits hereto, to each and all of which terms
Landlord and Tenant hereby mutually agree, and in consideration of One Dollar
and other valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, and of the rents, agreements and benefits flowing between
the parties hereto, as follows:

SECTION 1 - BASIC LEASE INFORMATION

Section 1.01 Each reference to this Lease to information and definitions
contained in this Section 1, and each use of the terms capitalized and defined
in this Section 1.01, shall be deemed to refer to, and shall have the
following meanings:

A. Building: Northampton Building
7925 Jones Branch Drive
McLean, Virginia 22102

B. Premises: The entire floor area located in the Building, as shown
on the floor plans attached hereto as Exhibit A-1 and Exhibit A-2.
The "First Phase Premises" shall consist of the ground floor, and
the fourth (4th), fifth (5th) and sixth (6th) floors, or such other
floors as are mutually agreed to in writing by Landlord and Tenant.
The "Second Phase Premises" shall consist of the first (1st), second
(2nd) and third (3rd) floors, or such other floors as are mutually
agreed to in writing by Landlord and Tenant. The First Phase
Premises are shown on the floor plans attached hereto as Exhibit
A-1; the Second Phase Premises are shown on the floor plans attached
hereto as Exhibit A-2.

C. Term: Ten (10) years, four (4) months.

D. Anticipated Commencement Date: March 1, 1997.

E. Rentable Area of the Premises: 155,339 Rentable Square Feet, as
stipulated by the parties hereto and as shown on Exhibit D.

F. Tenant's Proportionate Share (Operating Expenses): 100%.

G. Tenant's Proportionate Share (Real Estate Taxes): 100%.

H. Base Rent: See Section 5.

I. Base Operating Expenses: The actual Operating Expenses incurred
during the Base Year, "grossed up" in accordance with
Section 6.01(d).

J. Base Year: Calendar Year 1997.

K. Base Real Estate Taxes: The actual Real Estate Taxes assessed
against the Building during the first Fully Assessed Year
(hereinafter defined).

L. Security Deposit: $245,953.42 (one month's Base Rent).

M. Landlord's Address for Notices:
<PAGE> 6

WEST*PARK ASSOCIATES LIMITED PARTNERSHIP
c/o G.T. HALPIN
1600 Anderson Road
McLean, Virginia 22102

with a copy to:

WEST*GROUP, INC.
Attn: General Counsel
1600 Anderson Road
McLean, Virginia 22102

N. Tenant's Address for Notices:

Prior to Commencement Date:

2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Attention: Facilities Manager (with a copy to the
General Counsel)

After the Commencement Date:

The Premises
Attention: Facilities Manager (with a copy to the
General Counsel)

O. Lease: Collectively refers to this Deed of Lease, together with the
Exhibits, which are attached hereto and incorporated herein by this
reference.

P. Brokers: Cushman & Wakefield
The Carey Winston Company

SECTION 2 - DEMISE AND TERM

Section 2.01 Landlord leases to Tenant, and Tenant leases from Landlord, the
Premises for the Term (hereinafter defined), subject to, the provisions
hereof, and subject to any easements, covenants, restrictions or agreements
(the "Title Restrictions") currently affecting the Land (as more particularly
described on Exhibit C attached hereto), and such future Title Restrictions
affecting the Land which do not materially, adversely affect Tenant's ability
to use the Premises for the purposes described in this Lease or cause Tenant
to incur any cost or expense not otherwise identified in this Lease. The
lease of the Premises to Tenant shall include the right, together with members
of the public, to use the common public areas of the land on which the
Building is located (the "Land," as more particularly shown on Exhibit B
hereto), together with the right to use the loading docks, the Roof (as
defined in and subject to the provisions of Section 11 of this Lease),
accessways, roads, driveways, sidewalks, exterior ramps and parking facilities
on the Land (the "Common Areas").

Section 2.02 Landlord represents and warrants to Tenant that (a) no person
or entity owns any interest (other than legal title held by trustees under a
deed of trust) in the Building or the Land (collectively, the "Project")
except for the entity described as "Landlord" herein, and such Landlord owns
fee simple title to the Project, and none of the Title Restrictions affecting
the Land would prevent the use of the Premises for the purposes described in
this Lease or cause Tenant to incur any cost or expense not otherwise
identified in this Lease; (b) the Land is zoned C-3; (c) Landlord is a limited
partnership duly organized under the laws of the Commonwealth of Virginia
("Commonwealth") and in good standing in the Commonwealth, and has full right,
power and authority to execute, deliver and

- 2 -
<PAGE> 7

perform this Lease; (d) the person executing this Lease on behalf of Landlord
is authorized to do so by any and all necessary actions by the limited
partnership, and (e) as of the date hereof, no litigation has been initiated
or, to Landlord's actual knowledge, threatened against Landlord or against the
Project which, if adversely determined, would impair Landlord's ability to
execute, deliver or perform this Lease. Landlord agrees to obtain, at
Tenant's expense (in accordance with the Work Agreement attached hereto as
Exhibit E): (i) the building permit and any other permits necessary to
construct the Building Renovations (as defined in the Work Agreement) and the
Tenant Improvements (as defined in the Work Agreement), and (ii) the
nonresidential use permit necessary for Tenant's occupancy of the Premises.
Tenant agrees to obtain any permits necessary to construct work performed by
Tenant's Specialty Contractors (as defined in the Work Agreement). Landlord
represents and warrants to Tenant that: (A) as of the Commencement Date, the
base building systems and the sprinkler and life safety system (as described
in the Work Agreement) serving the First Phase Premises shall be in good
working condition and in a good state of repair, and shall comply with all
Legal Requirements (hereinafter defined); and (B) as of the Full Premises Date
(hereinafter defined), the Building, including all base building systems and
the sprinkler and life safety system described in the Work Agreement, shall be
in good working condition and in a good state of repair, and shall comply with
all Legal Requirements.

Section 2.03 Landlord shall have no obligation to make any improvements or
modifications to the Premises except as provided in, or required by the terms
of, this Lease or the Work Agreement (hereinafter defined). The initial Term
of this Lease shall be for the period specified in Section 1.01.C, above, and
shall begin at midnight on the Commencement Date (hereinafter defined) and
shall, unless this Lease is sooner terminated in accordance with the
provisions of this Lease, end at midnight on June 30, 2007 (the "Expiration
Date"); provided, however, that if for any reason the Expiration Date shall be
a day other than the final day of a calendar month, then the Term of this
Lease shall be extended so that it will expire on the last day of the calendar
month in which the Expiration Date takes place. As used in this Lease, the
phrase "Term" refers to the initial Term and any Renewal Term(s) (hereinafter
defined) exercised by Tenant pursuant to Section 27 of this Lease.

SECTION 3 - TENANT IMPROVEMENT ALLOWANCE; BASE BUILDING ALLOWANCE

Landlord agrees to provide Tenant with the Tenant Improvement Allowance and
the Base Building Allowance, as such terms are defined in, and pursuant to the
terms of, the Work Agreement.

SECTION 4 - DELIVERY OF THE PREMISES TO TENANT

Section 4.01 Commencement Date. The Term shall commence on a date (the
"Commencement Date") which is the later to occur of: (a) the date on which
the Tenant Improvements for the First Phase Premises and the Building
Renovations for the First Phase Premises have been substantially completed
(or, but for a "Tenant Delay" (as defined in the Work Agreement), would have
been substantially completed) in accordance with the terms of the Work
Agreement; or (b) March 1, 1997 (the "Anticipated Commencement Date").
Notwithstanding the foregoing, upon Landlord's repossession of the Building
from the existing tenant (which Landlord will attempt to accomplish by July 1,
1996), Tenant shall have access to the Building at all reasonable times,
subject to Landlord's reasonable availability, to conduct Tenant's design
activities, provided that (x) Landlord shall have the right to have a
representative present during the period of Tenant's access, (y) Tenant shall
not interfere with completion of the Building Renovations, and (z) such early
entry by Tenant shall be subject to all applicable provisions of this Lease,
except the payment of Rent. The terms "substantially complete" and

- 3 -
<PAGE> 8

"substantial completion" shall mean the time when: (i) the construction of
the Tenant Improvements and Building Renovations for the applicable Phase have
been completed and are broom clean and in good working order, substantially in
accordance with the requirements of the final Base Building Plans (as defined
in the Work Agreement) or the Tenant's Plans (as defined in the Work
Agreement), respectively, except for punch list items which do not interfere
with the use of the Building or the appropriate Phase of the Premises for
their intended purposes, such that Tenant can use and occupy the appropriate
Phase of the Premises for the purposes and uses for which they are intended
hereunder, (ii) with respect to the Building Renovations only: (A) public
entrances necessary to comply with applicable fire codes are unobstructed, (B)
all Building systems and utilities necessary for Tenant's use and occupancy of
the appropriate Phase of the Premises are installed and operational, (C) the
Core Areas (hereinafter defined) in the appropriate Phase of the Premises are
substantially complete and fully operational, (D) Landlord has secured and
delivered to Tenant the required non-residential use permit to allow full use
and occupancy of the appropriate Phase of the Premises, and (E) for the Second
Phase Premises only, all public entrances and window glass are unobstructed
and free of construction scaffolding and construction materials; and
(iii) Landlord's Architect and the Tenant's Architect (as both are defined in
the Work Agreement) certify that (aa) all permits for the lawful occupancy of
the appropriate Phase of the Premises have been obtained; and (bb) all of the
requirements of clauses (i) and (ii) (A) through (D), above, have been
satisfied. (Hereinafter, the first floor lobby, elevator lobbies, elevators,
core area restrooms, and telephone, electric and janitors closets, shall be
referred to as the "Core Areas".)

Section 4.02 Building Renovation. Landlord shall perform the Building
Renovations, a defined in, and subject to the provisions of, the Work
Agreement.

Section 4.03 Delays. See Work Agreement.

Section 4.04 Early Occupancy. In the event that the Tenant Improvements
for the First Phase Premises are substantially completed prior to the
Anticipated Commencement Date, Tenant may take possession and occupancy of one
or more entire floors comprising the First Phase Premises for the conduct of
Tenant's business, provided that: (i) such early occupancy shall not affect
the determination of the Commencement Date, and (ii) for the period prior to
the Commencement Date, Tenant shall pay Rent for the portion of the Premises
it so occupies in an amount equal to (A) Six and 50/100 Dollars ($6.50)
multiplied by the Rentable Area (as set forth on Exhibit D) so occupied,
multiplied by (B) a fraction, the numerator of which is the number of days
between the date on which Tenant takes occupancy of the applicable portion of
the Premises for the conduct of its business and the Commencement Date, and
the denominator of which is 365. Tenant shall have the insurance required
pursuant to Section 14 hereof in full force and effect prior to entering the
Premises and all relevant terms and conditions of this Lease (except that the
payment of Rent shall be as set forth in this Section 4.04) shall be fully
applicable to Tenant's early occupancy of the Premises. Landlord agrees that
Tenant's entry on the Premises to move and/or install furniture, to install
any cabling or wiring, or to undertake any other act that does not constitute
the conduct of business in the ordinary course shall not constitute taking
occupancy for the conduct of its business and shall not trigger any obligation
to pay Rent under this Section 4.04.

SECTION 5 - BASE RENT

Section 5.01 Base Rent. Beginning on the Commencement Date, Tenant shall
pay to Landlord the Base Rent for the First Phase Premises set forth in
Section 5.02, below (the "Base Rent"). Except as otherwise set forth in
Section 5.04 hereof, Tenant shall pay Base Rent for the entire Premises
beginning on the Full Premises Date. Base Rent shall be payable by Tenant on
a monthly basis ("Monthly Base Rent"), in advance, without demand, on the
first day of each

- 4 -
<PAGE> 9

calendar month, in the amounts set forth in Section 5.02, below. The first
installment of Monthly Base Rent shall be payable by Tenant on or before the
Commencement Date. If the Commencement Date is a date other than the first
day of a calendar month, the installment of Monthly Base Rent for such month
shall be prorated in an amount equal to the product of the Monthly Base Rent
multiplied by a fraction, the numerator being the number of days in the
calendar month occurring during the Term, and the denominator being the total
number of days for said calendar month. To the extent Tenant has overpaid the
first installment of Monthly Base Rent, such overpayment will be credited
towards the Monthly Base Rent due for the second calendar month of the Term.
After the Full Premises Date, Landlord shall complete the form of Declaration
of Commencement Date (the "Declaration") attached hereto and incorporated
herein as Exhibit G, and shall deliver the completed Declaration to Tenant.
Within ten (10) business days after Tenant receives the completed Declaration
from Landlord, and assuming that the Declaration is accurate, Tenant shall
execute and return the Declaration to Landlord to confirm the Commencement
Date, the Term, Rentable Area in the Premises, the amount of the Tenant
Improvement Allowance funded to date and the amount of the commission paid by
Landlord to the Brokers (hereinafter defined). Failure to execute the
Declaration shall not affect the commencement or expiration of the Term.

Section 5.02 Adjustments to Base Rent. During the Term of this Lease, the
Base Rent shall be adjusted on the first day of the Second and each subsequent
Lease Year (hereinafter defined) by an amount equal to the product of (i) the
Base Rent in effect immediately prior to the Adjustment Date then at hand
(which Base Rent shall be annualized if the Lease Year (hereinafter defined)
in which the Commencement Date occurs is shorter or longer than a calendar
year, and which Base Rent shall not reflect any rental abatement), multiplied
by (ii) two percent (2%), as shown on the schedule set forth below in this
Section 5.02. As used herein, the term "Lease Year" shall mean (i) for the
first Lease Year, the period between the Commencement Date and June 30, 1998;
and (ii) for each Lease Year thereafter, the twelve month period beginning on
July 1 and ending on June 30th of the following calendar year. Base Rent
payable by Tenant for each Lease Year hereunder shall be as follows:

<TABLE>
<CAPTION>
Lease Year Base Rent/RSF Monthly Base Rent
- ---------- ------------- -----------------
<S> <C> <C>
1 (through June 30, 1997) $19.00 ($19.00 x RSF in the First
Phase Premises / 12)
1 (July 1, 1997 through June 30, 1998) $19.00 $245,953.42
2 $19.38 $250,872.49
3 $19.77 $255,921.00
4 $20.16 $260,969.52
5 $20.57 $266,276.94
6 $20.98 $271,584.35
7 $21.40 $277,021.22
8 $21.83 $282,587.53
9 $22.26 $288,153.83
10 $22.71 $293,979.06
</TABLE>

Section 5.03 Payment. All Base Rent and Additional Rent (as hereinafter
defined) shall be paid to Landlord by Tenant when due, without deduction or,
except as expressly set forth herein, offset, in lawful money of the United
States, at Landlord's address for notices or such other place as Landlord may
from time to time designate in writing.

Section 5.04 Phased Occupancy of Premises. Landlord and Tenant acknowledge
that the Monthly Base Rent figures set forth in Section 5.02, above, for the
first Lease Year of the Term are predicated on the assumption that the
Premises shall be (or, but for a Tenant Delay, would have been) available for
occupancy (as evidenced by Landlord's receipt of a non-residential use permit
therefor) on or before July 1, 1997 (the "Full Premises Date"). In the event
that the Second Phase Premises are

- 5 -
<PAGE> 10

available for occupancy prior to July 1, 1997, and Tenant, in its sole
discretion, occupies one or more entire floors comprising the Second Phase
Premises ("Additional Space for the purpose of conducting business therein,
Base Rent for the period between the Commencement Date and the Full Premises
Date shall increase by an amount equal to Six and 50/100 Dollars ($6.50)
multiplied by the Rentable Area (as set forth on Exhibit D) of the Additional
Space multiplied by a fraction, the numerator of the number of days between
the date of initial occupancy by Tenant of the Additional Space and the Full
Premises Date, and the denominator of which is 365. In the event that (a) the
Second Phase Premises and/or the Building Renovations for both Phases are
substantially completed until after July 1, 1997 (for reasons other than
Tenant Delay), and (b) Tenant has not yet occupied one or more entire floors
comprising the Second Phase Premises for the purposes of conducting business
therein, then Tenant's obligation to pay the full initial Base Rent (i.e.,
$19.00 per square foot) for the Second Phase Premises shall not commence until
the date that the Second Phase Premises and the Building Renovations in both
Phases are substantially completed. In the event that Tenant elects to occupy
one or more full floors of the Second Phase Premises prior to the Full
Premises Date, and the Second Phase Premises and/or the Building Renovations
in both Phases have not been substantially completed by the Full Premises
Date, Landlord shall use commercially reasonable efforts to substantially
complete the Second Phase Premises and/or the Building Renovations in both
Phases, as the case may be, as soon after the Full Premises Date as is
reasonably possible.

Section 5.05 Survival of Rent Obligation. The obligation of Tenant with
respect to the payment of Base Rent and Additional Rent shall survive the
termination of this Lease.

Section 5.06 Late Payment Fee; Interest. In the event any installment of
Monthly Base Rent and/or any installment of monthly Additional Rent due
hereunder is not paid within five (5) calendar days after Tenant receives
notice of same (which notice may be sent by regular U.S. Mail or by hand
delivery), then Tenant shall also pay to Landlord as Additional Rent a late
payment fee ("Late Fee") equal to five percent (5%) of such delinquent
installment of Monthly Base Rent and/or installment of monthly Additional
Rent; provided, however, that no Late Fee shall be owing unless and until
Tenant is late in the payment of its Monthly Base Rent and/or monthly
Additional Rent more than once during any twelve (12) month period. In
addition to the foregoing late charge, all past due payments of Rent shall
bear interest from the date which is thirty (30) days after the due date until
paid, at the rate ("Default Rate") which is equal to two percent (2%) above
the prime rate of interest from time to time publicly announced by Signet
Bank/Virginia, or any successor thereof; provided, however, that the interest
sought to be imposed shall not exceed the maximum rate permitted under Federal
law or under the laws of the Commonwealth. Payment of a Late Fee and interest
shall not cure such default.

SECTION 6 - ADDITIONAL RENT

Section 6.01 Operating Expenses.

(a) Commencing on January 1, 1998 and continuing thereafter throughout
the Term, Tenant shall pay on a monthly basis, without demand, as Additional
Rent, subject to the provisions of Section 6.03, below, Tenant's Proportionate
Share (hereinafter defined) of the amount by which Operating Expenses (as
defined in Section 6,01(b) hereof) exceed the Base Operating Expenses (as
defined in Section 1.01.I of this Lease). As used herein, "Tenant's
Proportionate Share" of Operating Expenses shall be 100%, representing the
ratio that the Rentable Area of the Premises bears to the total Rentable Area
of the Building. Notwithstanding the foregoing, beginning in calendar year
1998, Controllable Costs (hereinafter defined)

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<PAGE> 11

included in Operating Expenses during any calendar year shall not exceed
Controllable Costs for the prior calendar year by more than five percent (5%)
in the aggregate. As used herein, the term "Controllable Costs" shall mean
those expenses for the following planned services and scheduled preventive
maintenance that are contracted for on an annual basis: (i) wages and other
payroll expenses for employees engaged in the maintenance and repair of the
Building; (ii) supplies and other general office expenses; (iii) annual
service contracts for janitorial and cleaning services, exterminating, grounds
maintenance, landscaping and trash removal; (iv) annual service contracts for
preventive maintenance of elevators, HVAC and electrical systems;
(v) Landlord's central accounting costs and any annual audit of Operating
Expenses; and (vi) the rental value of the management office in the Building.
Tenant's payments hereunder shall be made as follows:

(1) Within ninety (90) days after the commencement of calendar year
1998, and within ninety (90) days after the commencement of each calendar year
thereafter, or as soon thereafter as is reasonably practicable, Landlord shall
furnish Tenant with Landlord's estimated of the Operating Expenses for the
then-current calendar year. On the first day of each calendar month during
such year, Tenant shall pay one-twelfth (1/12th) of Tenant's Proportionate
Share of the difference between the estimated Operating Expenses for such year
and the Base Operating Expenses. If for any reason Landlord has not provided
Tenant with Landlord's Operating Expenses estimate on or before the expiration
of said ninety (90) day period, then, until the first day of the calendar
month following the month in which Tenant is given Landlord's estimate of
Operating Expenses, Tenant shall continue to pay to Landlord on the first day
of each calendar month the monthly sum payable by Tenant under this
Section 6.01 for the month of December of the preceding calendar year.

(2) Within ninety (90) days after the commencement of the calendar
year 1998, and within ninety (90) days after the commencement of each calendar
year thereafter, or as soon thereafter as reasonably practicable, Landlord
shall furnish to Tenant a statement of the actual Operating Expenses for the
preceding calendar year (the "Expense Statement"). The Expense Statement
shall include (i) a line item for each category included in Operating Expenses
and the amount thereof, (ii) any gross-up calculation made pursuant to
Section 6.01(d), below, (iii) receipts for any Real Estate Taxes and (iv) such
supporting documentation regarding Operating Expenses as Tenant shall
reasonably require. Subject to the provisions of Sections 6.01(a) (3) and
6.03, hereof, Landlord shall refund to Tenant all excess Operating Expense
payments made by Tenant during the prior calendar year or Tenant shall pay
such underpayment amount as Landlord claims is owing.

(3) At Tenant's request, Landlord shall meet with Tenant at a
mutually convenient time to address any questions Tenant may have about
particular Operating Expenses, and Landlord shall provide any such backup
documentation as is reasonably requested by Tenant. In addition, Tenant shall
have the right, at Tenant's expense, to examine, to copy and to have an audit
conducted of all books and records of Landlord pertaining to any Expense
Statement. If Tenant elects to hire any third party to assist it with such
inspection or audit, such third party must be a certified public accountant or
accounting firm working on an hourly rate (and not a contingency fee) basis.
In the event that Tenant disputes any of Landlord's determinations set forth
in the Expense Statement and Landlord does not justify same to Tenant's sole
satisfaction, Tenant may deliver written notice of such dispute (setting forth
in reasonable detail the basis for Tenant's dispute) within fourteen (14)
months of Tenant's receipt of any Expense Statement, except for the Expense
Statement delivered within the first ninety (90) days of 1998, with respect to
which Tenant shall have twenty-six (26) months in which to deliver notice of
any dispute. Such audit and inspection shall be conducted at a time and place
reasonably acceptable to Landlord during normal business hours. If the amount
paid by Tenant to Landlord exceeded the amounts to which Landlord was entitled
hereunder, and if Landlord does not otherwise dispute

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<PAGE> 12

the results of the audit pursuant to the terms hereof, Landlord shall credit
the amount of such excess against the next installment of Monthly Rent due and
payable hereunder. If the amount of Operating Expenses for which Tenant is
liable hereunder, as calculated by Landlord and set forth on the Expense
Statement, exceeds the correct amount by more than Ten Thousand Dollars
($10,000), Landlord shall promptly reimburse Tenant for the cost of such audit
and inspection, up to a maximum cost of Three Thousand Dollars ($3,000.00).
If the results of such audit show that the Operating Expenses calculated by
Landlord did not exceed the correct amount, Tenant shall reimburse Landlord
for any reasonable out-of-pocket costs incurred by Landlord in connection with
Tenant's audit, up to a maximum cost of Three Thousand Dollars ($3,000.00).
In addition, if, as the result of Landlord's reconciliation of its Expense
Statement, or of any inspection, audit or review of Landlord's books and
records by Landlord, a tenant of the Building other than Tenant or any other
third party, it is determined that Tenant has underpaid or overpaid Operating
Expenses for the previous calendar year, Landlord shall promptly notify
Tenant. In case of an overpayment, Landlord shall credit the next monthly
rental payment by Tenant with an amount equal to such overpayment. If this
Lease shall have expired, Landlord shall apply the amount of the overpayment
against any sums due from Tenant to Landlord and shall refund any remainder to
Tenant within thirty (30) days after the amount of the overpayment is
determined. In the case of an underpayment discovered by an audit, Tenant
shall, within thirty (30) days after the amount of the underpayment is
determined, pay to Landlord an amount equal to such underpayment, Landlord
shall maintain its books and records relating to Operating Expenses on the
accrual method of accounting, applied on a consistent basis throughout the
Term. Notwithstanding anything to the contrary contained in this paragraph,
if Tenant timely exercises its right of audit, the amount of Tenant's
obligations for Operating Expenses shall be conclusively established as the
amount determined by such audit unless, within ninety (90) days after receipt
of a report of the same from Tenant's auditors, Landlord, at its expense,
shall contest the amount thereof, in which event Tenant shall have the right,
within ten (10) days thereafter, to request in writing that the dispute be
settled by arbitration as follows. The parties shall agree on an impartial
arbitrator, and failing agreement, the arbitrator shall be selected by the
American Arbitration Association at the request of either party. The
arbitration shall be conducted in accordance with the then current rules of
the American Arbitration Association, and judgment upon the award granted by
the arbitrator may be entered in any court having jurisdiction thereof. Fees,
costs and expenses of the arbitrator shall be borne by the party against whom
the arbitration shall be determined, or in such proportions as the arbitrator
shall designate.

(4) If the Commencement Date occurs on a date other than the first
day of January, or if the Term ends on a date other than the last day of
December, the actual Operating Expenses for the year in which the Commencement
Date or the Expiration Date occurs, as the case may be, shall be prorated so
that Tenant shall pay that portion of Tenant's Proportionate Share of
Operating Expenses for such year represented by a fraction, the numerator of
which shall be the number of days during such fractional year falling within
the Term, and the denominator of which is 365 (or 366, in the case of a leap
year). The provisions of this Section 6.01 shall survive the Expiration Date
or any sooner termination provided for in this Lease.

(b) As used in this Lease, the term "Operating Expenses" means all
reasonable and customary expenses, costs and disbursements of every kind which
Landlord actually incurs, pays or becomes obligated to pay in connection with
the ownership, operation, repair, and maintenance of the Project, which costs
shall include all reasonable expenditures by Landlord to maintain all
facilities in operation at the beginning of the Term and such additional
facilities installed in subsequent years which Landlord in the exercise of its
prudent and commercially reasonable judgment considers necessary for the
operation of the Project. Landlord shall exercise due care and shall use
reasonable efforts to control Operating

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<PAGE> 13

Expenses. The total Operating Expenses charged to tenants of the Building
during any calendar year shall not exceed one hundred percent (100%) of the
permitted Operating Expenses incurred by Landlord for (or if Landlord uses an
accrual method of accounting, attributable to) such calendar year. In
calculating Operating Expenses, Landlord shall take into account all rebates,
reimbursements, discounts and credits received by Landlord in connection with
any item of Operating Expense. All Operating Expenses shall be determined in
accordance with generally accepted accounting principles (which shall be
consistently applied), and shall include, but are not limited to, the
following:

(1) Wages and salaries of all personnel (building manager and
below, and expressly excluding Landlord's executive personnel) and the
reasonable fees of all entities engaged in the operation, repair, maintenance,
or security of the Project, including taxes, insurance, and benefits relating
thereto (prorated on an equitable basis to the extent such personnel or
entities perform serviced for other properties);

(2) All supplies and materials used in the operation, repair,
security, and maintenance of the Project;

(3) Cost of all maintenance and service agreements for the Project
and the equipment therein, including without limitation water treatment
services, janitorial services, window cleaning, service on electrical and
mechanical components, maintenance of the fire alarm and access control
systems (as described in Section 7.05 hereof), trash removal, elevator
maintenance, extermination service, plumbing service, grounds keeping and
landscaping;

(4) Cost of all insurance relating to the Project for which
Landlord is responsible hereunder, or which Landlord considers reasonably
necessary for the operation of the Building, including without limitation the
cost of property, casualty and liability insurance applicable to the Project,
and Landlord's personal property used in connection therewith, and the cost of
business interruption or rental insurance in such amounts as will reimburse
Landlord for all losses of rental earnings attributable to such perils as are
commonly insured against by prudent landlords or required by Landlord's
lender;

(5) Cost of repairs and maintenance of the Project (excluding
repairs and maintenance paid by proceeds of insurance, by tenants of the
Building (including Tenant) or by other third parties, and excluding
alterations attributable solely to tenants of the Building);

(6) All utility costs of the Project (exclusive, however, of the
costs for (i) special utility services as described in Section 8 of this
Lease (such as the cost of electricity to power certain supplemental HVAC
systems and certain high-energy equipment and components in rooms served
thereby, as more particularly set forth in Section 8.2(b), below), the costs
of which special utility services shall be payable as therein provided, or
(ii) special utility services provided exclusively to other tenants of the
Building, including without limitation water, power, fuel, heating, lighting,
air conditioning and ventilating;

(7) Amortization (as set forth immediately below) of the cost of
installation of (A) capital improvements which are installed to reduce
Operating Expenses for the general benefit of all of the Building's tenants,
but only to the extent of any net reduction (after including such amortized
cost) in Operating Expenses actually effected thereby; and (B) capital
improvements to the Project in order to comply with any Legal Requirements and
Insurance Requirements enacted after the Effective Date, which costs shall be
amortized on a straight line basis (with imputed interest at eight percent
(8%) per annum) over the useful life of the capital improvement, as reasonably
determined by Landlord in accordance with generally accepted accounting
principles;

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<PAGE> 14

(8) A management fee of three percent (3%) of gross revenue from
tenants of the Building;

(9) That portion of Landlord's central accounting cost which is
directly and properly allocable to the operation of the Project;

(10) The pro-rated amount (i.e., the percentage that the Rentable
Area of the Premises bears to the total rentable area of all buildings owned
by Landlord in WEST*PARK Office Park) of the fair market rental value of any
management office in WEST*PARK Office Park, provided that the cost thereof
shall be included in the Operating Expenses for the Base Year and is not in
excess of the rental value of comparable space in the Building, and the office
is not used for marketing purposes but is solely used in connection with the
management of the Building;

(11) Personal property taxes assessed against Landlord's personal
property used in connection with the Project.

(1) Costs of a capital nature (other than those permitted by
Section 6.01(b)(7), above), including, but not limited to, capital
improvements, capital repairs, capital equipment and capital tools, all in
accordance with generally accepted accounting principles;

(2) Repairs or other work occasioned by fire, windstorm or other
insurable casualty or by the exercise of eminent domain;

(3) Leasing commissions, attorneys' fees, costs and disbursements
and other expenses incurred in connection with negotiations or disputes with
present or prospective tenants or other occupants of the Building;

(4) Costs incurred in decorating, building-out or painting space
for tenants of the Building, except for routine repairs and maintenance
(including routine maintenance painting);

(5) Expenses in connection with services or other benefits of a
type which are not provided to Tenant but which are provided to another tenant
of the Building;

(6) Costs incurred due to violation by Landlord or any tenant of
the Building (other than Tenant) of the terms and conditions of any lease for
space in the Building;

(7) Interest or debt or amortization payments on any mortgage or
ground rent;

(8) Payments of rent by Landlord to any ground lessor;

(9) Landlord's general overhead;

(10) Advertising and promotional expenditures with respect to the
Building;

(11) Any costs, fines or penalties incurred due to violations by
Landlord of any governmental rule or authority;

(12) Wages, salaries or other compensation paid to any employees
above the grade of property manager or compensation paid to partners, officers
or executives of Landlord;

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<PAGE> 15

(13) Rentals and other related expenses incurred in leasing
air-conditioning systems, elevators or other equipment ordinarily considered
to be of capital nature;

(14) Any cost or expense whatsoever arising from or related to any
clean-up of any Hazardous Materials, or any governmental penalty of fines
associated therewith, or compliance by Landlord with Any Environmental Laws
(hereinafter defined), except if and to the extent that any such clean-up,
fines or cost of compliance resulted from a release or the presence of
Hazardous Materials caused by Tenant, its agents, employees, contractors,
licensees or invitees.

(15) Intentionally deleted.

(16) Costs incurred in connection with the sale, financing,
refinancing, mortgaging or change of ownership of the Project, including
without limitation, brokerage commissions, attorneys and accountants fees,
closing costs, title insurance premiums, transfer taxes and interest charges;

(17) Any and all loss, claim, damage, award, deductibles paid under
any insurance policies or other amount paid or payable by Landlord (including
all attorneys' fees, court costs and other costs incurred in connection
therewith) as a result or arising out of any act of negligence, breach of
contract or willful misconduct by the Landlord or its agents, employees or
contractors, to the extent not covered by insurance;

(18) Bad debt losses, rent losses or reserves for such;

(19) Deductions for depreciation and amortization of the Building
and the Building equipment (other than those permitted by Section 6.01(b) (7),
above);

(20) Expenses for the replacement of any item covered by warranty to
the extent Landlord receives funds from the warranty or the item is paid for
by the warranty company;

(21) Cost of repairs necessitated by Landlord's negligence or
willful misconduct, or the negligence or willful misconduct of any tenant
(other than Tenant) in the Building;

(22) Reserves;

(23) Fees paid to affiliates of Landlord (other than the management
fee) to the extent that any such fees exceed what is commercially reasonable
for the services provided;

(24) Roof repairs and replacements which constitute a capital
improvement under generally accepted accounting principles;

(25) Artwork;

(26) Intentionally Deleted;

(27) Intentionally Deleted;

(28) Vault rentals;

(29) Costs of the design or initial construction of the Building, or
the cost of correcting any defects in the Building Renovations;

(30) Costs incurred in connection with the operation of concessions
such as (but not limited to) newspaper or cigarette stands;

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<PAGE> 16

(31) Consulting fees paid to an affiliate of Landlord which are not
directly related to Landlord's obligations hereunder;

(32) Intentionally deleted;

(33) Costs incurred in upgrading or modifying the Building (other
than the Tenant Improvements) to comply with any Legal Requirements in effect
prior to the Commencement Date, including any costs to bring the Core Areas
into compliance with the provisions of the Americans with Disabilities Act
("ADA") which were in effect as of the Commencement Date; and

(34) Costs arising from latent defects in the Building or the
Building Renovations in existence prior to the Commencement Date.

(d) If, at any time during the Base Year, or during any subsequent
calendar year during the Term (the "Subsequent Year"), less than one hundred
percent (100%) of the total Rentable Area of office space in the Building is
occupied by tenants, the amount of Operating Expenses for the Base Year, or
for any such Subsequent Year, as the case may be, shall be deemed to be the
amount of Operating Expenses as reasonably estimated by Landlord that would
have been incurred if the percentage of occupancy of the office space in the
Building during the Base Year or any such Subsequent Year was one hundred
percent (100%) for the entire year. For purposes of calculating the amount of
the management fee for the Base Year, such fee shall be deemed to be three
percent (3%) of the gross revenues from the Building that would have been
received for such year if the Building was one hundred percent (100%) occupied
at the entire Base Year by tenants paying full rent, without any abated rent,
under their leases.

Section 6.02 Real Estate Taxes.

(a) Throughout the Term, Tenant shall pay on a monthly basis, without
demand, as Additional Rent for the Premises, Tenant's Proportionate Share
(hereinafter defined) of the amount by which Real Estate Taxes (as defined in
Section 6.02(c), below) exceed Base Real Estate Taxes (as defined in
Section 1.01.K of this Lease). For the purpose of calculating the Base Real
Estate Taxes, the term "Fully Assessed Year" shall mean the first year during
the Term in which the real estate tax assessment of the Project is predicated
on the assumption that the entire Premises are being leased by Tenant and
Tenant is paying full Base Rent therefor. As used herein, "Tenant's
Proportionate Share" of increases in Real Estate Taxes shall be 100%,
representing the ratio that the Rentable Area of the Premises bears to the
total Rentable Area of the Building. Subject to the provisions of
Section 6.03, below, Tenant shall pay its Proportionate share of increases in
Real Estate Taxes over Base Real Estate Taxes as follows:

(1) Within ninety (90) days after the commencement of calendar year
1998, and within ninety (90) days after the commencement of each calendar year
thereafter during the Term, or as soon thereafter as reasonably practicable,
Landlord shall furnish Tenant with Landlord's reasonable estimate of the Real
Estate Taxes for the forthcoming calendar year. On the first day of each
month during such calendar year, Tenant shall pay one-twelfth (1/12th) of
Tenant's Proportionate Share of the difference between the reasonably
estimated Real Estate Taxes for such year and Base Real Estate Taxes. If for
any reason Landlord has not provided Tenant with Landlord's estimate of Real
Estate Taxes on or before the expiration of said ninety (90) day period, then
until the first day of the calendar month following the month in which Tenant
is given Landlord's reasonable estimate of Real Estate Taxes, Tenant shall
continue to pay to Landlord on the first day of each calendar month the
monthly sum payable by Tenant under this Section 6.02 for the month of
December of the preceding year.

(2) Within ninety (90) days after the commencement of calendar year
1999, and within ninety (90) days after the commencement of each calendar

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<PAGE> 17

year during the Term thereafter, or as soon thereafter as reasonably
practical, Landlord shall furnish to Tenant a statement of the actual Real
Estate Taxes for the preceding calendar year (the "Annual Tax Bill"). Subject
to the provisions of Section 6.03, below, within thirty (30) days after the
delivery of the Annual Tax Bill, a lump sum payment will be made by Tenant
equal to the amount, if any, by which Tenant's Proportionate Share of the
actual Real Estate Taxes exceeds the amount, if any, which Tenant has paid
toward the estimated Real Estate Taxes pursuant to Section 6.02(a) (1), above.
If Tenant's Proportionate Share of the actual Real Estate Taxes is less than
the amount Tenant has paid toward the estimated Real Estate Taxes pursuant to
Section 6.02(a) (1), above, Landlord shall (i) apply such amount to the next
accruing installment(s) of Rent due hereunder or (ii) if such excess occurs
after the Expiration Date, refund such amount to Tenant within thirty (30)
days after the amount is determined.

(b) If the Commencement Date occurs on a date other than the first day
of January, or if the Term ends on a date other than the last day of December,
the actual Real Estate Taxes for the year in which the Commencement Date or
the Expiration Date occurs, as the case may be, shall be prorated so that
Tenant shall pay that portion of Tenant's Proportionate Share of Real Estate
Taxes for such year represented by a fraction, the numerator of which shall be
the number of days during such fractional year falling within the Term, and
the denominator of which is 365 (or 366, in the case of a leap year). The
provisions of this Section 6.02 shall survive the Expiration Date or any
sooner termination provided for in this Lease.

(1) All real estate taxes, including general and special
assessments, if any, which are assessed against the Building or the Land; and

(2) Any other present or future taxes or governmental charges that
are imposed upon Landlord, or assessed against the Building or the Land
(including, but not limited to, any tax levied on or measured by the rents
payable by tenants of the Building) which are in the nature of, or in
substitution for, real estate taxes. "Real Estate Taxes" shall not include
(a) any capital gains, unincorporated business, excess profit, or gross
receipts tax, transfer or recordation tax, license fees, inheritance, estate,
gift, franchise, corporation, income, or net profits tax; (b) any taxes, fees
or charges imposed, assessed, levied or charged which are directly related to,
or associated with, construction of the Building; or (c) any fines or
penalties and interest on late payments of any real estate taxes which may be
assessed against Landlord, the Building and/or the Tenant.

(3) Any traffic mitigation or parking lot fees or assessments
assessed by a governmental agency against the parking areas serving the
Project, unless (A) such fees or assessments are assessed solely against real
property owned by Landlord (and not against any other real property in the
Tysons Corner area), or (B) such fees or assessments are the result of (i) a
"proffer" made by Landlord to the County or any other governmental agency in
consideration of a benefit received by Landlord (or an affiliate thereof), the
Project, or any other real property owned by Landlord, or (ii) any agreement
(including a settlement agreement) entered into between Landlord and the
County or any other governmental agency.

(4) Any reasonable expenses incurred by Landlord in contesting any
Real Estate Taxes, which Landlord shall have the right to do in its sole
discretion.

(d) Tenant shall have the right to ask Landlord to contest any Real
Estate Taxes affecting the Project, and, if Landlord chooses not to do so,
Tenant shall have the right to contest the same, at Tenant's expense, by
appropriate proceedings conducted in good faith, and Landlord agrees to
participate and cooperate with Tenant as may be reasonably necessary for
Tenant to pursue such contest; provided, however, that if Tenant does contest
the Real Estate Taxes, Tenant shall be required to continue to pay Tenant's
Proportionate Share of increases in the Real

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<PAGE> 18

Estate Taxes over Base Real Estate Taxes (or Estimate thereof), pursuant to
the terms of this Lease, during the pendency of the contest.

Section 6.03 Payment of Tenant's Pass-Through Costs. Notwithstanding
anything to the contrary in Sections 6.01 and 6.02, above, Tenant's obligation
to pay to Landlord Tenant's Proportionate Share of increases in Operating
Expenses and Real Estate Taxes shall be predicated upon the net amount during
each calendar year by which Operating Expenses and Real Estate Taxes increase
and/or decrease in the aggregate over Operating Expenses and Real Estate Taxes
incurred during the respective Base Years. If, for example, in 1999 Operating
Expenses increased over Base Year Operating Expenses by Two Hundred Thousand
Dollars ($200,000.00) (of which Tenant's Proportionate Share was 100%) and
Real Estate Taxes decreased by Fifty Thousand Dollars ($50,000.00) below Base
Real Estate Taxes (of which Tenant's Proportionate Share was 100%), Tenant
would only be obligated to pay to Landlord, pursuant to Sections 6.01 and
6.02, above, the sum of $150,000, representing Tenant's share of the net
increase in Operating Expenses and Real Estate Taxes over those incurred
during the respective Base Years.

Section 6.04 Parking.

(a) During the Term, Tenant and its employees, invitees, and guests
shall have the exclusive right to use (except as otherwise set forth in this
paragraph), at no cost to Tenant, all of the parking areas for the Project.
Notwithstanding the foregoing, Landlord, its agents, employees and
contractors, shall have the right from time to time to park their automobiles
in the parking areas of the Project as may be necessary or desirable to
fulfill Landlord's obligations under this Lease. Tenant and its employees
shall have access to and from the parking lot, twenty-four (24) hours per day,
each day of the year. Landlord reserves the right to promulgate reasonable
rules and regulations of general application for the use of all parking spaces
in accordance with Section 10.03, below. Tenant shall have the right to
designate, at Tenant's expense, certain parking spaces as reserved for certain
individuals employed by Tenant. Tenant shall also have the right to enforce
Tenant's exclusive right to use the parking areas by towing, at Tenant's
expense, any offending vehicle(s) therefrom. Tenant acknowledges that
Landlord shall have no obligation to enforce Tenant's rights under this
paragraph, and Tenant agrees to indemnify Landlord for any costs or damages
incurred by Landlord as a result of Tenant's enforcing its rights under this
paragraph.

(b) Landlord represents that, as of the Effective Date, the parking
areas for the Project contain approximately 583 parking spaces, and that,
throughout the Term, the parking areas for the Project shall contain at least
525 parking spaces.

Section 6.05 Additional Rent Defined. The term "Additional Rent" shall
include, but not be limited to (i) the Late Fee, if any, under Section 5.06;
(ii) Tenant's Proportionate Share of increases in Operating Expenses as
calculated under Section 6.01; (iii) Tenant's Proportionate Share of increases
in Real Estate Taxes as calculated under Section 6.02; and (iv) all other
costs and expenses which Tenant assumes, agrees or is required to pay to
Landlord pursuant to this Lease. In the event of nonpayment of Additional
Rent, Landlord shall have all the rights and remedies herein provided for in
case of nonpayment of Base Rent.

Section 6.06 Rent Defined. The term "Rent" shall mean Base Rent and
Additional Rent.

SECTION 7 - SERVICES BY LANDLORD

Section 7.01 Landlord covenants that, throughout the Term, the Building,
including the Core Areas and Building systems, shall be managed, operated and
maintained in a first-class manner consistent with similar type office
buildings in Fairfax, Virginia (the "County"), and Landlord shall provide
first class services of

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<PAGE> 19

the type and in a manner consistent with similar type office buildings in the
County. As used herein, the phrase "similar type office buildings" shall
refer to office buildings of a type, age, use and construction similar to the
Building, which were renovated around the time of the Commencement Date.
Throughout the Term, Landlord shall furnish the Building and the Premises
with: (i) passenger and freight elevator service, twenty-four (24) hours per
day, seven (7) a week, in common with other tenants for access to and from the
Premises, provided that Landlord may reasonably limit the number of elevators
to be operated after Normal Business Hours (as hereinafter defined) and on
Saturdays, Sundays, and Holidays (hereinafter defined), and that Landlord may
temporarily remove from service one (1) elevator at a time for routine
maintenance, and may remove from service more than one (l) elevator at a time
if necessary to address safety concerns, provided that at least one (1)
elevator shall remain in service at all times (except in the case of
emergency), and all elevator service shall be undertaken as expeditiously as
possible; (ii) janitorial cleaning services after Normal Business Hours Monday
through Friday (except Holidays) of first-class quality and quantity in
accordance with the cleaning specifications attached hereto as Exhibit J and
made a part hereof by this reference; (iii) replacement, as necessary, of all
lamps and ballasts in all two (2) foot by two (2) foot, or two (2) foot by
four (4) foot, fluorescent light fixtures (or their equivalents) located
within the Premises (whether installed by Tenant or Landlord); (iv) such
repainting, repair and maintenance necessary to maintain the Project
(including without limitation the Core Areas , the Common Areas, the base
Building systems and the parking areas on the Land) in good operating
condition and repair; (v) access to the Building and the Roof (hereinafter
defined), pursuant to Tenant's rights under Section 11.03 hereof, twenty-four
(24) hours a day, seven (7) days a week; (vi) removal of snow and ice from the
sidewalks and parking lots; (vii) Common Area and Core Area lighting,
twenty-four (24) hours a day; (viii) landscaping; (ix) loading docks and
related areas for use by Tenant and its licensees and invitees;
(x) maintenance of the parking facilities; (xi) trash and recycling collection
within the Premises after Normal Business Hours; (xii) maintenance of the fire
alarm and access control systems (as described in Section 7.05 hereof);
(xiii) maintenance of the Sign (hereinafter defined); (xiv) vermin
extermination; and (xv) the utility services provided for in Section 8, below.
As used herein, the term "Normal Business Hours" shall mean, Monday through
Friday; 7:30 a.m. to 6:00 p.m. and Saturday, 8:00 a.m. to 1:00 p.m. (exclusive
of Holidays). As used herein, the term "Holidays" shall mean New Years Day,
President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. Tenant shall have the freedom, consistent with the terms
of this Lease, applicable building codes and the aesthetic standards of
similar type buildings, and subject to Landlord's approval (which shall not
unreasonably be withheld), to decide upon, select and install all graphics,
logos, wall coverings, wall decorations, and other elements of decor at its
suite entry and in its suite-entry area (defined to include the elevator
lobbies on each floor on which the Premises are situated). If Tenant requires
services which are not specified herein, and Landlord elects to provide such
services to Tenant, Tenant will pay to Landlord, upon demand, as Additional
Rent, Landlord's reasonable cost for providing such services. Failure to
furnish, or any interruption of, the services provided for in this Section 7
or the utilities provided in Section 8, below, resulting from any cause not
within the reasonable control of Landlord will not make Landlord liable in any
respect for damages to any person, property, or business, nor be construed as
an eviction of Tenant, nor entitle Tenant to any damages or, except as set
forth immediately below, any abatement of Rent, because of malfunctions or any
interruptions in service. Notwithstanding the foregoing, if, for reasons
within Landlord's reasonable control, any failure,

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<PAGE> 20

malfunction or interruption in services or utilities continues for three (3)
consecutive business days and thereby causes the Premises (or portion thereof)
to be Untenantable (hereinafter defined), then Tenant shall be entitled to a
full or partial abatement (depending on whether all or a portion of the
Premises are Untenantable) of Base Rent, commencing on the date of the
malfunction or interruption of services, and continuing until the date such
service is corrected or restored; provided, however, that if the event which
causes the aforesaid failure, malfunction or interruption in services or
utilities is an insured event under any of Landlord's insurance policies, and
such policy entitles Landlord to be reimbursed for loss of rent, the aforesaid
abatement shall become effective after three (3) consecutive days, regardless
of whether the failure, malfunction or interruption in services or utilities
is due to reasons within or outside of Landlord's reasonable control.
Notwithstanding the foregoing, if, for reasons within or outside of Landlord's
control, such failure, malfunction or interruption in services or utilities
continues for one hundred eighty (180) consecutive days after Tenant delivers
written notice thereof to Landlord, and such failure, malfunction or
interruption in services or utilities causes the Premises (or portion thereof)
to be Untentable, then Tenant shall have the right to terminate this Lease by
delivering written notice thereof to Landlord. As used herein, the term
"Untenantable" means unsuitable for use (as determined by a reasonable third
party) for the conduct of Tenant's normal business operations.

Section 7.02 Landlord shall keep and maintain the Project in good, clean,
safe and sanitary condition and in a good operating condition and state of
repair in keeping with commercially reasonable standards for similar type
office buildings located in the County. Landlord shall repair, replace and
maintain as and when necessary: (i) the Roof, exterior walls, floors (other
than floor coverings) and structural components of the Building; (ii) all
Building systems (including without limitation the Sprinkler System (as
defined in the Work Agreement) and the life safety systems), and those systems
required to provide the elevator, plumbing, electrical, HVAC (other than
supplemental HVAC) and other services to be furnished by Landlord pursuant to,
and in accordance with, the standards and specifications set forth in this
Lease; (iii) all exterior portions of the Building, including the windows,
balconies and Roof; (iv) all Core Areas; and (v) all exterior improvements to
the Land including without limitation curbs, driveways, parking areas,
sidewalks, lighting, exterior signs, ditches, shrubbery, landscaping and
fencing. In addition, Landlord covenants with Tenant that Landlord shall
proceed with due diligence to remedy, as promptly as is reasonably feasible
under the circumstances, any interruption of services referred to in
Section 7.01, above. Except as provided above or as otherwise provided in
this Lease, Landlord shall not be required to make repairs to any leasehold
improvements made by Tenant, or by Landlord on behalf of Tenant, or to make
repairs to wear and tear within the Premises (other than the Core Areas).
Landlord and Tenant hereby acknowledge that, subject to the terms hereof,
Landlord has granted Tenant exclusive control of the Premises for the Term
hereof and Landlord shall be under no obligation to inspect the Premises
(other than the Core Areas). Tenant agrees to deliver notice to Landlord, as
promptly as is reasonable under the circumstances, of any defective condition
in or about the Premises known to Tenant which Landlord is required to repair
hereunder; provided, however, that Tenant's failure to report to Landlord any
such defective condition shall not relieve Landlord of Landlord's obligation
to repair any such defective condition promptly upon learning of the need for
such repair.

Section 7.03 If Landlord fails to furnish any services or utilities or to
perform any repairs or maintenance required under this Lease and such failure
renders the Premises (or any portion thereof) Untenantable, then if such
failure is not cured by Landlord within ten (10) business days after Landlord
is first given notice of such failure by Tenant (or, if such failure cannot be
cured within ten (10) business days, Landlord fails to commence the cure of
such failure within such ten (10) business day period or, having timely
commenced to cure, fails thereafter to diligently and continuously pursue such
cure to its completion), then Tenant may deliver to Landlord and to Landlord's
lender(s) written notice stating that Tenant intends to obtain such service or
utility or to perform such repair or maintenance itself. Prior to Tenant's
undertaking any action to cure or remedy such event or condition, Tenant shall
first allow Landlord and Landlord's lender(s) ten (10) business days following
receipt by Landlord and Landlord's lender(s) of such written notice to cure or
remedy the event or condition specified in Tenant's notice; provided, however,

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that if such event or condition cannot be cured within the ten (10) day
business period such period shall be extended for a reasonable additional
time, so long as Landlord or Landlord's lender(s) commences to cure such event
or condition within the ten (10) business day period and proceed diligently
and continuously thereafter to effect such cure. Notwithstanding the
foregoing, Landlord shall make any repairs required by an emergency promptly
upon notice from Tenant (oral or written) and Landlord shall make such repairs
within such time as is appropriate given the emergency. If Landlord or
Landlord's lender(s) fails to cure or remedy such event or condition within
the applicable time period, Tenant may cure or remedy such event or condition
and deliver an invoice to Landlord for the actual, reasonable out-of-pocket
costs and expenses incurred by Tenant therefor. Landlord shall pay to Tenant
the amount of such invoice within fifteen (15) days after delivery by Tenant.
If Landlord refuses to repay such amount within the fifteen (15) day time
period provided above, Tenant may elect to offset the amount owing against
future payments of Rent hereunder, in an amount not to exceed Ten Thousand
Dollars ($10,000) per month.

Section 7.04 In the event Tenant seeks to cure or remedy any event or
condition which gives rise to Tenant's remedies set forth in this Section 7,
Tenant shall (i) use only such contractors, suppliers, etc. as are duly
licensed in the Commonwealth and insured to effect such repairs and who
perform such repairs on first-class buildings in the normal course of their
business; (ii) promptly effect such repairs in a good workmanlike quality and
in a first class manner; (iii) use new materials; and (iv) make reasonable
efforts to minimize any material interference or impact on the other tenants
and occupants of the Building.

Section 7.05 Prior to the Commencement Date, Landlord shall install, at
Landlord's expense, but subject to Tenant's reasonable approval, a
building-standard electronic (key-card) access control system, which shall
control access to not more than three (3) entry doors to the Building (the
"Basic Access System"). In the event Tenant desires Landlord to install an
upgraded access control system (the "Upgraded Access System"), Tenant shall
incorporate the details thereof into Tenant's Plans (as defined in the Work
Agreement), and the components of the Upgraded Access System shall constitute
a portion of the Tenant Improvements. The amount by which the cost of the
Upgraded Access System exceeds the cost of the Basic Access System shall
constitute a Tenant Improvement cost, for which Tenant shall be liable
(subject to application of the Tenant Improvement Allowance) pursuant to the
terms of the Work Agreement.

SECTION 8 - UTILITIES

Section 8.01 Water, Heating, Ventilating and Air Conditioning.

(a) Throughout the Term, Landlord shall furnish Tenant with the
following utilities in the manner and to the extent consistent with a similar
type office building in the County: (1) potable water as reasonably required
for Tenant's activities including normal lavatory use (hot and cold water in
these areas), kitchens, laboratory functions and all other uses undertaken in
the Premises; and (2) heating, ventilating, and air-conditioning during Normal
Business Hours in accordance with the performance specifications set forth in
Section 8.01(b), below. If Tenant requires HVAC service outside the hours and
days specified above, the additional service may be requested by Tenant
notifying Landlord at least twenty four (24) hours prior to the requested
additional service, and Tenant will pay for such at the rate based on
Landlord's actual cost of furnishing such service, without additional mark-up
by Landlord. Tenant shall pay such charges to Landlord within fifteen (15)
days after Tenant's receipt of an invoice therefor.

(b) Landlord shall maintain in good order and repair the existing HVAC
system (other than the existing supplemental HVAC system) serving the Building
, and shall rebalance the system, at Landlord's cost, upon completion of the
Building

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<PAGE> 22

Renovations and the Tenant Improvements for the First Phase Premises, and
again upon completion of the Tenant Improvements for the Second Phase
Premises. Landlord shall also rebalance the HVAC system throughout the Term
as necessary, and the cost thereof shall be an Operating Expense.

(c) Landlord represents to Tenant that, as of the Effective Date, the
existing HVAC system (excluding the existing supplemental HVAC system) is of
sufficient quality and capacity to deliver to the Premises such amounts of
chilling capacity, heating capacity and air handling capacity sufficient to
maintain the temperatures and humidity levels set forth on Exhibit K attached
hereto.

(d) Landlord shall be responsible for maintaining in the Premises the
atmospheric conditions set forth on Exhibit K, unless the failure to do so is
due to (i) Tenant's installation of partitions or other installations in
locations which interfere with the proper operation of the system of interior
climate control; (ii) Tenant's concentration of high BTU equipment in specific
areas which requires cooling capacity in excess of the capacity set forth on
Exhibit K; (iii) Tenant's failure to install supplemental cooling in
conference, meeting or assembly rooms where the occupancy levels are such that
supplemental cooling would reasonably be required; or (iv) a defect by
Tenant's Engineer (as defined in the Work Agreement) in the design of the
horizontal portions of the HVAC system included in the Tenant Improvements,
which design defect adversely affects the proper operation of the system of
interior climate control. If Tenant desires additional cooling to offset
excessive heat generated by such excess electrical usage, Landlord shall have
the right to install supplemental air conditioning units in the Premises, and
the full cost thereof, including the cost of installation of unit(s) and
meter(s), operation and use, will be paid by Tenant to Landlord on demand.
Tenant will be required to maintain any supplemental air conditioning units
installed pursuant to this Section 8.01.

(e) Tenant shall have the right to use any supplemental HVAC system(s)
or equipment left behind by the existing tenant in the Building, in connection
with the installation of the Tenant Improvements, or as Tenant shall otherwise
reasonably determine. Further, subject to compliance with all applicable
Legal Requirements, and Landlord's prior approval in its reasonable
discretion, Tenant may install such supplemental HVAC systems or equipment in
or for the benefit of the Premises as Tenant shall, in its reasonable
discretion, determine to be necessary or advisable. Tenant shall be
responsible, at its sole cost, for operating, maintaining and repairing any
supplemental HVAC unit serving the Premises.

Section 8.02 Electricity.

(a) Throughout the Term, Landlord will furnish to each floor in the
Premises power for lighting and for personal desktop computers, typewriters,
word processors, calculating machines, copying machines, and other office
equipment commonly found in similar type office buildings. Landlord will also
replace lamps and maintain building standard fluorescent light fixtures in the
Premises and in all public areas of the Building. Tenant will not install or
operate in the Premises any electrical equipment or machinery where load
capacity exceeds the electrical capacity of the Building, without first
obtaining prior written consent of Landlord, which shall not be unreasonably
withheld, conditioned or delayed; provided, however, that Landlord may
require, as a condition of its consent to the installation of such equipment
or machinery, payment by Tenant, as Additional Rent, for the cost of excess
consumption of electricity that may be occasioned by the operation of said
equipment or machinery. Upon reasonable prior notice, Landlord may make
periodic inspections of the Premises at reasonable times to determine that
Tenant's electrically operated equipment and machinery complies with the
provisions of this Section 8.

(b) The cost of electrical consumption and demand charges, as measured
by submeters installed at Tenant's expense, for: (i) all supplemental HVAC
units

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<PAGE> 23

(other than those serving standard office-type conference rooms) serving the
Premises, and (ii) all extraordinary heat-generating electrical components in
the rooms serviced by supplemental HVAC systems (including but not limited to
cafeteria equipment and components installed in computer rooms and rooms with
raised floors, but expressly excluding all personal computers and other
ordinary types of office equipment), shall be paid for by Tenant as a direct
charge (and not as an Operating Expense).

SECTION 9 - USE

The Premises shall be used solely for the following purposes: general office
purposes, light manufacturing and assembly, laboratory uses, research and
development, shipping and receiving, cell site development, software
development and such uses as are ancillary or related to Tenant's business
operation as a telecommunication company and which comply with the applicable
zoning requirements of the County. Tenant agrees to use and maintain the
Premises in a clean, careful, safe and lawful manner. Landlord acknowledges
that such required uses may require special installations or modifications by
Tenant, at Tenant's expense, to adapt the Building to such uses such as, by
way of example and not of limitation, performing core drilling, reinforcing
the Building structure to support additional loads, installing various types
of cabling and wiring, and providing for additional ventilation and/or
installing supplemental HVAC units or systems.

SECTION 10 - COMPLIANCE WITH LAWS AND BUILDING REGULATIONS

Section 10.01 Compliance By Tenant.

(a) Legal Requirements. Subject to Landlord's obligations under this
Lease (including without limitation those set forth in Sections 10.02(a) and
(b) hereof), Tenant shall, at its sole expense, from and after the
Commencement Date, promptly and faithfully (i) comply with all present and
future Legal Requirements relating to the Premises and Tenant's particular use
of the Premises; (ii) comply with the provisions of the ADA as it applies to
Tenant's activities within the Premises; (iii) comply with any direction made
pursuant to law by any public officers which requires abatement of any
nuisance or imposes upon Landlord or Tenant any duty or obligation arising
from Tenant's occupancy or use of the Premises; (iv) comply with the
requirements of the local board of fire underwriters with respect to the
construction of the Tenant Improvements and any Alterations in, and
maintenance of, the Premises; and (v) indemnify Landlord and hold Landlord
harmless from any reasonable out-of-pocket loss, cost, claim, or expense which
Landlord may incur or suffer by reason of Tenant's failure to comply with its
obligations under clauses (i), (ii), (iii) or (iv), above. If Tenant receives
notice of any such direction or of violation of any such law, order,
ordinance, or regulation, Tenant shall promptly notify Landlord thereof.

(b) ADA Compliance in Premises. Subject to Landlord's responsibilities
under Section 10.02(b) hereof, Tenant, at its sole expense, shall comply with
the requirements of the ADA for the Premises. Tenant will keep Landlord
advised of all improvements to be made in the Premises and the schedule for
implementing them. To the extent that improvements in the Premises are
required to comply with ADA, Tenant shall review such proposed improvements
with Landlord in advance and shall incorporate such revisions and suggestions
as Landlord reasonably deems appropriate.

(c) Insurance Requirements. Tenant shall not use or occupy the Premises
or the Roof, or permit the Premises or the Roof to be used or occupied, in
violation of any rules, regulations, directives, orders and requirements of
the Board of Fire Underwriters or Insurance Rating Bureau or any organization
successor thereof, and of any liability or fire insurance company by which
Landlord or Tenant may be

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<PAGE> 24

insured at any time during the Term ("Insurance Requirements"). Tenant shall
not do anything, or knowingly permit anything to be done, in or upon the
Premises or the Roof, or bring or keep anything therein, which is in violation
of any of the terms hereof and which increases the premiums payable for
casualty and property damage insurance for the Project. If the premiums
payable by Landlord for casualty and property damage insurance for the Project
shall at any time be higher than they otherwise would be solely as a result of
Tenant's breach of the provisions of this Section 10.01(c), then Landlord
shall charge Tenant directly for the increase in Landlord's insurance premiums
caused thereby. However, to the extent Landlord receives notice of the
aforesaid premium increase before the increase takes effect, Landlord shall so
notify Tenant, whereupon Tenant shall have the right to cure the violation
before the premium increases.

Section 10.02 Compliance by Landlord. Landlord shall have the following
obligations:

(a) Legal Requirements. On the Commencement Date, Landlord shall
deliver the First Phase Premises to Tenant in compliance with all Legal
Requirements applicable thereto. On the Full Premises Date, Landlord shall
deliver the remainder of the Premises to Tenant in compliance with all Legal
Requirements applicable thereto. From and after the Commencement Date, and
subject to Tenant's responsibilities hereunder, Landlord shall ensure that the
Building (and all base Building systems therein) and the Core Areas remain in
compliance with all Legal Requirements applicable thereto, and the cost
thereof shall constitute an Operating Expense (except as otherwise set forth
in Section 10.02(b), below). The term "Legal Requirements" shall mean all
statutes, laws, ordinances, rules, regulations, directives, orders and
requirements (including without limitation recycling requirements and the
provisions of the ADA, the BOCA Code, the Virginia Statewide Uniform Building
Code, the County Code and the regulations implementing the same), whether or
not now existing, of all governmental, quasi-governmental or regulatory
authorities (including police, fire, health and environmental authorities or
agencies), which are applicable to the Project. (Notwithstanding the fact
that the term "Legal Requirements" includes statutes, laws, etc. not now
existing, Landlord's and Tenant's respective obligations to pay for the cost
of effecting compliance with Legal Requirements which do not become effective
until after the Effective Date shall be as set forth elsewhere in this Lease.)

(b) ADA Compliance in Core Areas and Common Areas. After the
Commencement Date, Landlord shall make any improvements in the Core Areas and
the Common Areas which are mandated by the ADA, the cost of which shall
constitute an Operating Expense. Landlord will keep Tenant advised of all
improvements to be made in the Core Areas and the Common Areas, and the
schedule for implementing them. Landlord shall review any such proposed
improvements with Tenant in advance, and shall incorporate such revisions and
suggestions as Tenant reasonably deems appropriate.

(c) Insurance Requirements. Landlord shall not use or occupy the
Building or the Land in violation of any Insurance Requirements. Landlord
shall not do anything in or upon the Building or the Land or bring or keep
anything therein, which shall increase the premiums payable for casualty and
property damage insurance for the Building or the Land. If, by reason of the
failure of Landlord to comply with the provisions of this Section 10.02(c),
the premiums payable for casualty and property damage insurance for the
Building or the Land shall at any time be higher than they otherwise would be,
then Landlord shall take such reasonable steps to include in Operating
Expenses only the amount which the insurance premiums would have been had
Landlord complied with the provisions of this Section 10.02(c).

(d) Environmental Requirements

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<PAGE> 25

(1) Landlord represents and warrants to Tenant that, except as
otherwise set forth in this paragraph, to Landlord's actual knowledge, without
having done any independent investigations (except as set forth on Exhibit F
attached hereto), there are no Hazardous Materials on, in, under or around the
Building or the Land. Landlord represents that it has adopted and implemented
a program to remediate, under a plan approved by the Virginia Department of
Environmental Quality, a release from an underground storage tank, which was
located (and has since been removed) from an off-site property. Landlord has
no knowledge as to whether the release of Hazardous Materials from the storage
tank has or will affect the Land. Landlord shall not cause or knowingly
permit the presence, storage, treatment, generation, escape, disposal or
release of any Hazardous Materials (hereinafter defined) into or on the Land
or the Building in violation of Legal Requirements or Environmental Laws
(hereinafter defined). The foregoing representation shall not prevent
Landlord from using or storing Hazardous Materials which are customarily used
in normal quantities in the ordinary course of operating a similar type office
building. Landlord shall indemnify Tenant for: (i) any damages incurred by
Tenant as a result of a Release (hereinafter defined) or the presence of any
Hazardous Materials (including the release from the storage tank referred to
herein) in or on the Project caused by Landlord, its agents, employees or
contractors; and (ii) the cost of any environmental investigation or
remediation incurred by Tenant for a Release or the presence of any Hazardous
Material affecting the Project which was not caused by Tenant, its agents,
employees, contractors, licensees or invitees (except for the Release of
asbestos, the responsibility for which is set forth in clause (iii) below);
and (iii) any damages incurred by Tenant as a result of a Release of asbestos
existing in the Building as of the Commencement Date, unless the Release was
caused by the negligence of Tenant, its agents, employees, contractors,
licensees or invitees, including the negligent failure to comply with the
then-current requirements of the O & M Plan (hereinafter defined); provided,
however, that Landlord shall have none of the foregoing indemnity obligations
to Tenant unless Tenant shall deliver notice to Landlord of a claim with
respect thereto (which notice shall include supporting documentation regarding
the nature of the violation) on or before the date which is eighteen (18)
months after the date of the expiration of the Term.

(2) Upon request of Tenant if circumstances reasonably warrant,
Landlord shall, at Tenant's sole expense, cause a reputable occupational and
environmental health consulting firm to conduct an environmental inspection
and survey of the Building, which inspection and survey shall be of a scope
reasonably agreed to by Landlord and Tenant in consultation with such
consulting firm, but which in any event shall be sufficient to determine
whether the levels of carbon monoxide, carbon dioxide, ammonia, formaldehyde,
and other toxic or hazardous substances as circumstances may reasonably
indicate tests for which are advisable, exceed the exposure limits as defined
and established for such substances by the United States Occupational Safety
and Health Administration, or other similar agency or organization of the
United States government and applicable to the Building ("Permissible Exposure
Limits"); provided, however, if such inspection concludes that the levels of
such toxic or hazardous substances exceed the Permissible Exposure Limits,
Landlord shall reimburse Tenant for the cost of such inspection, unless such
noncompliance was caused by Tenant, its agents or contractors.

(3) Tenant acknowledges that Landlord has informed Tenant that the
Building contains asbestos, which is subject to an operations and maintenance
program ("O & M Plan"). Landlord agrees to provide to Tenant throughout the
Term the then-current version of the O & M Plan, and Tenant agrees to abide by
the terms thereof. If, under the terms of the O & M Plan, or as otherwise
advised or directed by Landlord's environmental consultant, the construction
or installation of a Building Renovation, Tenant Improvement or Alteration
necessitates certain actions to prevent the Release of asbestos or to
remediate any such Release (unless

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<PAGE> 26

such Release is caused by Tenant's negligence), the cost thereof shall be
borne by Landlord. Landlord represents that, for purposes of this
paragraph (3), Landlord's environmental consultant is currently Dames & Moore.
If during the Term Landlord desires to select a new environmental consultant
for purposes of this paragraph, Landlord shall select a consultant acceptable
to Tenant, in Tenant's reasonable discretion.

Section 10.03 Observance of Building's Rules and Regulations. Tenant and its
servants, employees, agents, visitors, and licensees shall observe and comply
with the Rules and Regulations attached to this Lease as Exhibit L. Landlord
shall at all times have the right to make reasonable changes in and additions
to such Rules and Regulations; provided such changes in existing or new rules
and regulations do not materially interfere with Tenant's rights under this
Lease, are generally applicable to all tenants in the Building, and Tenant has
received written notice of such changes. Any failure by Landlord to enforce
any of the Rules and Regulations now or hereafter in effect, either against
Tenant or any other tenant in the Building, shall not constitute a waiver of
any such Rules and Regulations. Landlord shall not be liable to Tenant for
the failure or refusal by any other tenant, guest, invitee, visitor, or
occupant of the Building to comply with any of the Rules and Regulations. If
there is any inconsistency between the terms of this Lease and those set forth
in the Rules and Regulations, the terms of this Lease shall govern.

Section 10.04 Hazardous Materials.

(a) Tenant, its agents, employees, contractors, licensees or invites,
shall not (i) cause or permit any Hazardous Materials (hereinafter defined) to
be brought upon, stored, used or disposed on, in or about the Premises and/or
the Building, or (ii) knowingly permit the release, discharge, spill or
emission of any Hazardous Material from the Premises. Notwithstanding the
foregoing, Tenant shall have the right to use, in accordance with all
applicable laws, those materials which are customarily used in the normal
course of Tenant's business activities associated with the uses permitted
under this Lease.

(b) Any Hazardous Materials permitted by subparagraph (a), all
containers therefor, and all materials that have been contaminated by
Hazardous Materials, shall be used, kept, stored and disposed of by Tenant in
a manner that shall in all respects comply with all applicable federal, state
and local laws, ordinances, regulations and standards.

(c) Tenant hereby agrees that it is and shall be fully responsible for
all costs, expenses, damages or liabilities (including, but not limited to
those incurred by Landlord and/or its mortgagee) which may occur from a
Release or the presence of Hazardous Materials in or on the Project caused by
Tenant, its agents, employees, contractors, licensees or invitees, whether or
not the same may be permitted by this Lease. Tenant shall defend, indemnify
and hold harmless Landlord, its mortgagee and its agents, from and against any
claims, demands, administrative orders, judicial orders, penalties, fines,
liabilities, settlements, damages, costs or expenses (including, without
limitation, reasonable attorney and consultant fees, court costs and
litigation expenses) of whatever kind or nature, known or unknown, contingent
or otherwise, arising out of or in any way related to the use, storage,
disposal, release, discharge, spill or emission of any Hazardous Material
caused by Tenant, its agents, employees, contractors, licensees or invitees.
The provisions of this Section 10.04 shall be in addition to any other
obligations and liabilities Tenant may have to Landlord at law or in equity
and shall survive the transactions contemplated herein or any termination of
this Lease.

(d) As used in this Lease, the term "Hazardous Materials" shall include,
without limitation:

(1) Those substances included within the definitions of "hazardous
substances", "hazardous materials," toxic substances," or "solid waste" in the

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<PAGE> 27

Comprehensive Environmental Response Compensation and Liability Act of 1980
(42 U.S.C. Section 9601 et seq.) ("CERCLA"), as amended by Superfund
Amendments and Reauthorization Act of 1986 ("SARA"), the Resource Conservation
and Recovery Act of 1976 ("RCRA"), and the Hazardous Materials Transportation
Act, and in the regulations promulgated pursuant to said laws, all as amended;

(2) Those substances listed in the United States Department of
Transportation Table (49 CFR 172.101 and amendments thereto) or by the
Environmental Protection Agency (of any successor agency) as hazardous
substances (40 CFR Part 302 and amendments thereto);

(3) Any material, waste or substance which is (A) petroleum,
(B) asbestos, (C) polychlorinated biphenyl, (D) designated as a "hazardous
substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section
1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section of the
Clean Water Act (33 U.S.C. Section 1317); (E) flammable explosives; or (F)
radioactive materials;

(4) Those substances regulated pursuant to or identified in the
Virginia Pesticide Law; Air Pollution Control Board; Virginia Waste Management
Act; Environmental Health Service; Transportation of Hazardous Radioactive
Materials; Virginia Hazardous Materials Emergency Response Program; State
Water Control Law; The Groundwater Act of 1973; and Miscellaneous Offenses;
and in the regulations promulgated pursuant to said laws, all as amended.

(e) All federal, state or local environmental laws, statutes,
regulations, rules, ordinances, codes, standards, orders, licenses and permits
of any governmental authority, including those identified in Section 10.04(d),
above, or issued or promulgated thereunder, shall be referred to as the
"Environmental Laws".

(f) In the event Tenant becomes aware of a Release, threat of a Release
or the presence of any Hazardous Material affecting the Premises or
surrounding areas, caused by Tenant, its agents, employees, contractors,
licensees or invitees, Tenant shall immediately notify Landlord in writing
thereof, and shall immediately take all measures necessary to contain, remove
from the Project, and legally dispose of, all such materials present, released
or contaminated by the Release, and shall remedy and mitigate all threats to
public health or the environment relating to such presence or Release, or
threat thereof. If Tenant shall fail to take the measures described above, or
shall fail to comply with any of the requirements of any Environmental Laws
relating to the presence or Release of a Hazardous Material caused by Tenant,
its agents, employees, contractors, licensees or invitees, Landlord may give
such notice and/or cause such work to be performed at the Premises or
surrounding areas, and/or take any and all other actions as Landlord shall
reasonably deem necessary to restore the Premises or surrounding areas to the
condition in which they existed as of the Effective Date. Such actions by
Landlord shall not affect Tenant's obligations under this Lease. For purposes
hereof, the term "Release" shall have the meaning set forth in Section 101(22)
of CERCLA.

Section 10.05 Access by Landlord. Landlord may, at any reasonable time, upon
not less than twenty-four (24) hours prior notice to Tenant (except in the
case of emergency and/or routine operation, maintenance and servicing of
Building systems performed by the employees of Landlord or Landlord's
management company), enter the Premises, in the company of a Tenant
representative (unless Tenant otherwise waives this requirement), for the
purpose of: (i) inspecting the Premises; (ii) making repairs, replacements or
alterations; or (iii) showing the Premises to prospective purchasers or,
during the last year of the Term, prospective tenants. No such entry by
Landlord shall constitute actual or constructive eviction of Tenant. During
the course of any such entry, Landlord shall use reasonable efforts to avoid
disrupting Tenant's business operations.

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<PAGE> 28

SECTION 11 - ALTERATIONS

Section 11.01 Approval of Landlord. Tenant shall not, at any time during the
Term, without Landlord's prior written consent (which shall not be
unreasonably withheld, delayed or conditioned), except as set forth below,
make any alterations, repairs or improvements in or to the Premises (the
"Alterations"). Should Tenant desire to undertake any Alterations, Tenant
shall, before beginning such work, submit all plans for same to Landlord for
Landlord's written approval, which approval shall not be unreasonably
withheld, conditioned or delayed. Landlord agrees to approve or reject the
proposed Alterations within five (5) business days after receipt of plans
therefor. If, upon the expiration of said five (5) day period, Landlord has
failed to respond to Tenant regarding the proposed Alteration, and if the
proposed Alteration does not affect the Premises in a manner described in
clauses (i), (ii) or (iii) below, then Landlord shall be deemed to have
consented thereto. If, upon the expiration of said five (5) day period,
Landlord has failed to respond to Tenant regarding the proposed Alteration,
and if the proposed Alteration does affect the Premises in a manner described
in clauses (i), (ii) or (iii) below, Tenant shall notify Landlord in writing
that Landlord has not yet responded to Tenant regarding the proposed
Alteration. If, upon the expiration of the five (5) day period following
Landlord's receipt of such notice, Landlord has still failed to approve or
reject the proposed Alteration, then Landlord shall be deemed to have
consented thereto. Landlord shall not be considered as unreasonably
withholding its approval by refusing to consent to any Alterations which would
(i) alter the exterior of the Building, or materially, adversely affect the
appearance of the Core Areas; (ii) adversely affect the structure of the
Building or cause damage to, or interfere with the operation of, any Building
system; or (iii) violate any underlying ground lease or deed of trust or
mortgage. Notwithstanding the foregoing, Landlord's consent shall not be
required for any Alterations for which a building permit is not required by
law or, if a building permit is required, any Alterations which will cost less
than Fifteen Thousand Dollars ($15,000.00), provided that in all events
Landlord's consent shall be required for any Alteration described in
clause (i), (ii) or (iii) in the immediately preceding sentence. With respect
to all Alterations for which Landlord's approval is not required, Tenant shall
nevertheless provide Landlord with written notice of the proposed Alterations,
along with any plans prepared by Tenant or its architect or engineer(s)
describing such Alterations. Upon Tenant's receipt of Landlord's written
approval, if required, or delivery of Tenant's notice (where Landlord's
approval is not required), Tenant may proceed with the construction of the
approved Alterations, but only so long as they are in substantial compliance
with the plans provided by Tenant and with the provisions of this Section 11.
Additionally, the construction of any Alterations, the Alterations themselves,
or any maintenance thereof shall comply with all building, safety, fire,
plumbing, electrical and other codes, governmental requirements (including but
not limited to the ADA, all regulations issued thereunder and the
Accessibility Guidelines for Buildings and Facilities issued pursuant thereto,
as the same are in effect on the date hereof and may be hereafter modified,
amended or supplemented) and Insurance Requirements, and shall not require an
amount of water, electricity, gas, heat, ventilation, or air-conditioning
which exceeds the standards set forth in this Lease unless prior written
arrangements reasonably satisfactory to Landlord are made with respect
thereto. All Alterations shall be made at Tenant's expense by Tenant's
contractors which have been approved in advance by Landlord (which approval
shall not be unreasonably withheld, delayed or conditioned). Tenant shall pay
the reasonable out-of-pocket costs incurred by Landlord to unrelated third
parties in connection with the review of the plans for such work. All such
construction shall be completed promptly and in a good and workmanlike manner.

Section 11.02 Ownership of Improvements to Premises. All Alterations are and
shall remain the property of Landlord, and shall not be removed from the
Premises; provided that Tenant shall have the right to remove any Alterations
which Tenant advises Landlord, at the time of installation, or at the
expiration of the Term, that Tenant desires to remove. Tenant shall have no
obligation to remove any

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<PAGE> 29

Alterations at the end of the Term, unless Landlord otherwise advises Tenant
at the time of Landlord's approval; provided, however, that in no event shall
Tenant be required to remove ceilings, lights, telephone and electrical
outlets, cabling, carpeting, demising walls, partitions or finishes. Tenant
agrees to remove, at Tenant's expense, all of its furniture, furnishings,
personal property and movable trade fixtures by the Expiration Date. Tenant
agrees to promptly repair all damage done to the Premises (other than minor
damage to carpet, floors, interior walls and other similar wear) or the
Building by the removal of any Alterations, furnishings or fixtures pursuant
to this Section. Landlord shall give Tenant notice of any furniture,
furnishings, personal property and movable trade fixtures remaining in the
Premises after the expiration of the Term and, if such property is not
reclaimed by Tenant within ten (10) days after the Expiration Date, Landlord
may remove such property from the Premises and store same, all at Tenant's
cost; provided, however, that if Tenant fails to reclaim such property within
sixty (60) days after the Expiration Date, such property shall be deemed
abandoned; provided, however, that Landlord shall have no obligation to retain
Tenant's property for any period of time after the expiration of the Term if
the Term expires as the result of an uncured Default by Tenant under this
Lease. If Tenant does not repair all such damage prior to the expiration of
the Term, Landlord shall have the right to do so unless Tenant commences such
repair within ten (10) days after notice from Landlord of Landlord's intent to
do so (and thereafter continuously and diligently proceeds to complete same),
and Tenant shall promptly reimburse Landlord for the reasonable cost of
repairing such damage. All such amounts shall constitute Additional Rent
under this Lease. If any repair item involves the repair, replacement or
modification of a structural element of, or any of the base Building systems
in, the Building, Landlord's approval thereof may, in Landlord's sole
discretion, be contingent upon the review and approval thereof by Landlord's
structural engineer. Tenant's obligation to reimburse Landlord for any damage
to the Premises pursuant to this paragraph shall survive the expiration or
termination of this Lease.

Section 11.03 Installations on Roof.

(a) Subject to the conditions set forth in this Section 11.03, so long
as Tenant is leasing at least fifty percent (50%) of the Premises, Tenant
shall have the right to use the roof of the Building (the "Roof") for the
installation, operation and maintenance, at Tenant's sole cost and expense, of
such telecommunications equipment and devices thereon as Tenant shall elect in
its reasonable discretion to install and operate (the "Rooftop Improvements").
Prior to the installation of any Rooftop Improvements, Tenant shall obtain and
submit to Landlord, for its approval in its reasonable discretion, plans and
specifications for the proposed Rooftop Improvement (including its size,
location, height, weight and function), along with copies of all required
permits and licenses required from all applicable governmental authorities.
Such approval shall be limited to determining only that: (i) Tenant has
obtained all required permits and licenses for the installation and operation
of the Rooftop Improvement(s); (ii) the Rooftop Improvement(s) comply with all
applicable Legal Requirements and Insurance Requirements; (iii) the weight of
the Rooftop Improvement(s) does not exceed the load specifications of the Roof
(of which Landlord shall notify Tenant upon request), and (iv) Tenant has
satisfied the other conditions set forth in this Section 11. Landlord shall
not grant to any person or entity which is not a tenant in the Building any
rights to install anywhere on the Roof any satellite antenna or other
telecommunications equipment, or any other right to use the Roof or to make
any improvements or other installations thereon.

(b) Tenant agrees to abide by the following terms and conditions:

(1) Prior to the commencement of installation of any Rooftop
Improvement, Tenant shall have in effect and shall deliver to Landlord an
insurance binder that provides evidence of the insurance coverages required
under

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<PAGE> 30

Section 14 of this Lease and that such insurance includes coverage of the
Rooftop Improvements. Such insurance shall name Landlord, Landlord's
mortgagee, and Landlord's property management company of the Building as
additional insureds, as their respective interests may appear.

(2) At all times during the installation process, Tenant will
exhibit any required voltage permit, building permit, and/or any other permits
to be issued by the County and/or other governmental authorities. Tenant
hereby confirms that it shall at all times during the installation or removal
process or during any use, maintenance and repair of any Rooftop Improvement,
comply with all Legal Requirements, including all building, safety, fire,
plumbing, electrical and other codes and governmental requirements, and all
Insurance Requirements.

(3) Prior to the commencement of any work, Tenant will coordinate
with Landlord regarding the scope and schedule of the Rooftop Improvement.
Landlord, or its designated agent, shall have the opportunity to be present
during construction to ensure that all work is completed in a good and
workmanlike manner and is performed in accordance with the terms of this
Lease. Any reasonable out-of-pocket costs incurred by Landlord with respect
to installation of the Rooftop Improvements shall be reimbursed by Tenant to
Landlord within twenty (20) days after receipt by Tenant of itemized invoices.

(4) As soon as practicable during the installation of any Rooftop
Improvement, Tenant, at its sole cost and expense: (A) will seal any wall
penetrations occurring by reason of the installation process inside the
ceiling plenum, and (B) will have any roof penetrations occurring by reason of
the installation process sealed by a roofing subcontractor selected by Tenant,
subject to Landlord's reasonable approval (which approval shall not be
considered unreasonably withheld if Tenant's choice of contractor will
adversely affect the Roof warranty).

(5) Tenant agrees to indemnify and defend Landlord and hold
Landlord and Landlord's agents, employees, representatives and contractors
harmless from any damage to any property or injury to, or death of, any person
arising from the installation, maintenance and continued use of the Rooftop
Improvements, or entry upon the Roof, by Tenant or its agents, employees,
representatives, contractors, licensees or invitees, except as such is caused
solely by the negligence or misconduct of Landlord, its agents, employees,
representatives or contractors.

(6) Tenant shall keep the Building and the Rooftop Improvements
free and clear of any liens arising from any work performed, materials
furnished or obligations incurred by or at the request of Tenant, its agents,
employees or independent contractors. Tenant further reaffirms all of the
conditions and provisions of Section 12 of this Lease pertaining to Liens.

(7) Tenant shall keep the Rooftop Improvements, and every part
thereof, in good condition and repair at all times during the Term of this
Lease and at Tenant's sole cost and expense.

(8) Tenant, at its sole expense, shall cause the Rooftop
Improvements to be removed from the Building promptly at the end of the Term,
and shall restore the Roof to the condition in which it existed prior to the
installation of the Rooftop Improvements, reasonable wear and tear, and damage
by fire or casualty excepted. If Tenant fails to do so, Landlord may, but
shall not be obligated to, remove such Rooftop Improvement(s) itself, and
charge Tenant for the reasonable out-of-pocket costs incurred by Landlord in
so doing.

(9) Tenant agrees that none of the Rooftop Improvements shall
exceed a height of fifty (50) feet above the main portion of the Roof
(excluding the penthouse portion).

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Section 11.04 Loading Dock. Landlord acknowledges that, except as set forth
below, so long as Tenant is leasing the entire Premises or any portion
thereof, Tenant shall have the right to use the loading docks serving the
Building (the "Loading Docks"). In the event that, at any time during the
Term, Tenant notifies Landlord that Tenant desires to modify one or more of
the Loading Docks in order to accommodate Tenant's particular delivery and
loading needs, Tenant shall submit to Landlord for its approval, in its
reasonable discretion, plans (the "Loading Dock Plans") for the modification
and reconfiguration of the Loading Docks. Landlord agrees that, so long as
the Loading Dock Plans are in compliance with applicable County laws and
regulations, and do not envision reconfigured Loading Docks which
significantly interfere with Landlord's operation of the Building (or, if they
do, Tenant agrees to restore same at the end of the Term), Landlord will
approve such Loading Dock Plans within ten (10) days. Tenant shall retain a
licensed contractor approved by Landlord in its reasonable discretion to carry
out the reconfiguration of the Loading Dock(s).

SECTION 12 - LIENS

Tenant shall keep the Premises and the Building free from any liens arising
from any work performed, materials furnished, or obligations incurred by or at
the request of Tenant, its agents, employees or contractors. If any lien is
filed against the Premises or the Building, which arises out of any purported
act or agreement of Tenant or its agents, employees or contractors, Tenant
shall discharge same within ten (10) business days after its filing by bonding
off the lien as required by law. If Tenant fails to discharge such lien
within such period, then, in addition to any other right or remedy,
(i) Landlord may, at its election, discharge the lien by depositing with a
court or a title company, or by bonding, the amount claimed to be due; and
(ii) Tenant shall pay on demand, as Additional Rent, any amount paid by
Landlord for the discharge or satisfaction of any such lien, and all
attorney's fees and other costs and expenses of Landlord reasonably incurred
in defending any such action or in obtaining the discharge of such lien,
together with all necessary disbursements in connection therewith. Further,
if Tenant posts a bond, Landlord reserves the right to require or make the
payment of the amount claimed to be due if it is reasonably necessary to
prevent a foreclosure upon the lien.

SECTION 13 - TENANT'S REPAIR OBLIGATIONS

Subject to Landlord's obligations under this Lease including without
limitation Section 7.02, Tenant shall keep the Premises in good, clean, safe
and sanitary condition and in a first-class state of repair at all times
during the Term and at Tenant's sole cost and expense, normal wear and tear
and damage by fire or other casualty excepted. At the end of the Term, Tenant
shall surrender to Landlord the Premises and all Alterations therein or
thereto in the condition required by Section 19.01, below, normal wear and
tear and damage by fire or other casualty excepted. Landlord shall give
Tenant thirty (30) days notice to commence to make repairs, and if Tenant
fails to commence to make such repairs within such time period, Landlord, at
its option, may make such repairs, and Tenant shall pay Landlord, on demand,
Landlord's reasonable out-of-pocket costs in making such repairs, which shall
constitute Additional Rent. Landlord has no obligation and has made no
promise to alter, remodel, improve, repair, decorate or paint the Premises or
any part thereof, except as specifically set forth in this Lease.

SECTION 14 - INSURANCE

Section 14.01 Tenant's Insurance. Tenant, at its sole expense, shall obtain
and keep in force the following insurance:

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(a) Commercial general liability insurance coverage on an "occurrence
basis" against claims for personal injury, including, without limitation,
bodily injury, death, and broad form property damage, in limits of $1,000,000
per occurrence and a $2,000,000 aggregate. All such insurance policies shall
name Tenant as the named insured thereunder and shall include Landlord,
Landlord's manager and Landlord's mortgagees as additional insureds
thereunder, all as their respective interests may appear;

(b) Worker's Compensation and Employer's Liability insurance in form and
amount required by law;

(c) Special Causes of Loss Insurance insuring all of Tenant's personal
property located in the Premises, including furniture, equipment fittings,
installations, fixtures, supplies and any other personal property ("Tenant's
Property") and any Alterations (which shall not include the Tenant
Improvements), in an amount equal to the full replacement value, it being
understood that no lack or inadequacy of insurance by Tenant shall in any
event make Landlord subject to any claim by virtue of any theft or loss or
damage to any uninsured or inadequately insured property;

(d) During the course of construction of any work by Tenant, including
without limitation any Alterations by Tenant until completion thereof,
Builder's Risk Insurance on a special causes of loss basis (including
collapse) on a completed value (non-reporting) form for full replacement value
covering all work incorporated in the Building and all materials and equipment
in or about the Premises;

(e) Auto liability coverage for owned, hired and non-owned vehicles with
a $1,000,000 combined single limit; and.

(f) Excess liability coverage in the amount of Five Million Dollars
($5,000,000.00) which will be in the form of and respond to the coverages
described in Sections 14.01(a) through (e), above.

Section 14.02 Insurance Rating. Tenant will not keep, use, sell or offer for
sale in, or upon the Premises any article which is prohibited by any insurance
policy maintained by Landlord covering the Building and the leasehold
improvements, except to the extent such article is used in Tenant's day-to-day
business operations at the Premises, which business operations are within the
uses permitted under Section 9 hereof. If Tenant's occupancy or business in
or on the Premises (other than general office use and the other uses permitted
under Section 9 hereof), whether or not Landlord has consented to the same,
solely and directly results in any increase in premiums for the insurance
carried by Landlord with respect to the Building or the leasehold
improvements, and Landlord has given Tenant prior written notice and at least
fifteen (15) days to modify or cease the activity causing the increase, Tenant
shall pay any such increase in premiums as Additional Rent within ten (10)
days after being billed therefor by Landlord. If any of Landlord's insurance
policies shall be canceled, or cancellation shall be threatened or the
coverage thereunder reduced or threatened to be reduced in any way, because
the use of the Premises (or any part thereof) by Tenant, or any assignee or
subtenant of Tenant, is not in accordance with the terms of this Lease, and if
Tenant fails to remedy the condition giving rise to such cancellation,
threatened cancellation, reduction of coverage, or threatened reduction of
coverage within forty-eight (48) hours after notice thereof, Landlord may, at
its option, enter upon the Premises and attempt to remedy such condition, and
Tenant shall promptly pay the cost thereof to Landlord as Additional Rent.
Landlord shall not be liable for any damage or injury caused to any property
of Tenant or of others located on the Premises resulting from such entry. If
Landlord is unable or elects not to remedy such condition, then Landlord shall
have all of the remedies provided for in this Lease in the event of a Default
by Tenant. Notwithstanding the foregoing provisions of this Section 14.02, if
Tenant fails to remedy as aforesaid, Tenant shall be in Default of its
obligations hereunder and Landlord shall have no obligation to remedy such

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Default. All policies shall name the Landlord and Landlord's lender and
property manager as additional insureds and shall be evidenced as such on a
Certificate of Insurance issued to Landlord.

Section 14.03 Waiver of Subrogation. All policies covering real or personal
property which either party is obligated to obtain, or obtains, pursuant to
this Lease (excluding any builders risk policy), including all property damage
insurance and rental interruption insurance, if any, obtained by Landlord,
shall include, if possible, a clause or endorsement denying the insurer any
rights of subrogation against the other party to the extent rights have been
waived by the insured before the occurrence of injury or loss, if same are
obtainable. Landlord and Tenant waive any rights of recovery against the
other for damage or loss to any of its real or personal property (whether or
not such loss or damage is caused by the fault or negligence of the other
party or anyone for whom said other party may be responsible) which loss is or
should have been covered by fire, extended coverage, "all-risk" coverage or
similar policies maintained by such party under this Lease. In addition, all
insurance policies required hereunder by either party shall be issued by
insurers that are admitted and licensed to do business in the Commonwealth.

Section 14.04 Landlord's Insurance. Landlord, as part of the Operating
Expenses, shall obtain and keep in force throughout the Term the following
insurance:

(a) Commercial general liability insurance coverage on an "occurrence
basis" against claims in or about the Building (other than the Premises) for
personal injury including, without limitation, bodily injury, death and broad
form property damage, in limits of $1,000,000 per occurrence and a $2,000,000
aggregate;

(b) Property damage insurance covering the Building, the Building
Renovations and the Tenant Improvements (but expressly excluding any
Alterations made after the Commencement Date and all of Tenant's personal
property), providing "all-risk" coverage in an amount equal to the full
replacement value of the insured property;

(d) Excess liability coverage in the amount of Five Million Dollars
($5,000,000.00) which will be in the form of, and respond to the coverages
described in, Sections 14.04(a) through (c), above; and

(e) Rent-loss insurance covering Landlord, and naming Landlord's lender
as an additional insured thereunder, insuring all lost rent (subject to any
applicable deductible) sustained by Landlord during the first twelve (12)
months following a fire or other casualty affecting the Building.

Section 14.05 All insurance policies obtained by the parties hereunder shall
be issued by companies having a Best's rating of at least A:XI. Each party
will deliver certificates of insurance evidencing each policy to the other as
soon as practicable after the placing of the required insurance, but not later
than ten (10) days prior to the date Tenant takes possession of all or any
part of the Premises. Each party hereto shall use commercially reasonable
efforts to cause such party's policies to contain a representation that the
insurer shall notify the other party at least thirty (30) days before any
material change, reduction in the scope or limits of coverage, or cancellation
thereof.

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SECTION 15 - DAMAGE BY FIRE OR OTHER CASUALTY

Section 15.01 Damage to Premises. Tenant shall, promptly upon discovery,
notify Landlord of any damage to the Building which affects the Premises or
Tenant's use thereof. If all or any portion of the Premises are damaged or
destroyed by fire or other casualty and the Premises cannot reasonably be
rebuilt or made fit for Tenant's purposes within one (1) year of the damage or
destruction, Tenant shall have the right, at its sole option, to terminate
this Lease by giving Landlord written notice thereof within sixty (60) days
after such damage or destruction, whereupon Rent and any other payments for
which Tenant is liable under this Lease shall be apportioned and paid to the
date of such damage, and Tenant shall vacate the Premises with reasonable
promptness under the circumstances; provided, however, that those provisions
of this Lease which are designated to cover matters of termination and the
period thereafter shall survive the termination hereof. If Tenant fails to
notify Landlord within the aforesaid sixty (60) day period that Tenant desires
to terminate this Lease, Tenant's right to terminate this Lease under this
Section 15.01 because of such damage shall terminate. Except as otherwise
provided herein, if this Lease is not terminated as aforesaid, Landlord shall
promptly and diligently proceed to repair the affected portion of the Building
and the Premises as quickly as possible, and Landlord shall continue such
repair until completion of same. Notwithstanding the foregoing, Landlord
shall have no obligation to repair any damage to the Building if Landlord's
mortgagee requires Landlord to apply the insurance proceeds, which would
otherwise be available to repair such damage, to pay down the loan secured by
the deed of trust encumbering the Project. If Tenant notifies Landlord that
it does not wish to exercise its termination rights hereunder, but would
rather have Landlord repair any such damage to the Building, Landlord agrees
to use commercially reasonable efforts to persuade its mortgagee not to use
the insurance proceeds to pay down the loan.

Section 15.02 Damage to Building. See Section 15.01.

Section 15.03 Partial Damage. In the event of partial destruction or damage
to the Premises which renders the Premises partially, or wholly Untenantable,
Tenant's obligation to pay Rent shall abate with respect to the portion of the
Premises which are Untenantable, and shall remain in effect as to the
remainder of the Premises; provided, however, that if the portion of the
Premises affected by such casualty exceeds twenty-five percent (25%), then
Tenant may vacate the entire Premises until restoration of the affected
portion has been completed, and Tenant shall have no obligation to pay Rent
until after such restoration is completed. The provisions of this
Section 15.03 shall not alter Tenant's right to terminate this Lease or
Landlord's obligations to restore the Premises or the Building in accordance
with Section 15.01 above.

Section 15.04 Damage During Last Year of Term. If the Building, or any
portion thereof, is destroyed by fire or other causes at any time during the
last year of the Term, and Tenant has not exercised its option to extend the
Term pursuant to Section 27, below, Landlord shall not be obligated to restore
the Premises, and Tenant shall have the right to terminate this Lease pursuant
to this Section 15.04 by giving written notice to Landlord within ten (10)
business days after the date on which Tenant receives written notice from
Landlord of such destruction, and requesting that Tenant elect whether or not
to terminate this Lease. If at the time of such casualty, Tenant has
previously exercised its option to renew the Term, the parties right(s) to
terminate, and Landlord's obligation to rebuild, shall be determined in
accordance with subsections 15.01 and 15.03, above. Notwithstanding the
foregoing, in the event that Landlord is not obligated to rebuild or restore,
Tenant may remain in the Premises for the balance of the Term (subject,
however, to possible eviction by County authorities if such authorities
believe that Tenant's remaining in the Premises (or any part thereof)
constitutes a health or safety hazard), and the Base Rent hereunder shall be
equitably adjusted to reflect the amount of the Premises affected by such fire
or other casualty.

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Section 15.05 Abatement of Rent. See Section 15.03.

Section 15.06 Repairs. In undertaking the repair of any casualty at a time
when Tenant continues to occupy the Premises, Landlord shall use reasonable
efforts not to interfere with Tenant's business operations in the Premises.
If so requested by Tenant, Landlord shall, to the extent reasonably possible,
undertake all such repairs on days and times other than Normal Business Hours,
provided that Tenant shall reimburse Landlord, within thirty (30) days after
invoice therefor, for any reasonable out-of-pocket overtime costs incurred by
Landlord as a result thereof. So long as Landlord complies with its
obligations in this Section 15, Landlord shall not be liable for any
inconvenience or annoyance to Tenant with customers or loss of business in
undertaking any such repairs. If Landlord is obligated to make any repairs,
Tenant shall make all proceeds of Tenant's insurance which are paid to cover
the damage being repaired available to Landlord.

Section 15.07 Apportionment of Rent. In the event of termination of this
Lease pursuant to this Section 15, then all Rent shall be apportioned and paid
to the date of such damage and Tenant shall vacate the Premises according to
such notice of termination; provided, however, that if, after such casualty,
Tenant remains in the Premises and carries on its business operations therein
pursuant to the terms of this Lease, Rent so apportioned shall be paid through
the date on which Tenant vacates the Premises; and provided, further, that
those provisions of this Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination hereof.
Further, in the event of a restoration of the Premises pursuant to
Section 15.01, above, and subject to Sections 15.03 and 15.05, all Rent shall
be apportioned based on the amount of square footage of Rentable Area in the
Premises which has not been rendered Untenantable, with Tenant's obligation to
pay Rent for the portion of the Premises damaged and/or Untenantable being
abated until the Premises have been restored by Landlord pursuant to this
Section 15, and delivered to Tenant.

SECTION 16 - CONDEMNATION

Section 16.01 Entire Building. In the event that all or substantially all of
the Premises are taken or condemned for any public purposes, this Lease and
the leasehold estate created hereby shall cease and terminate as of the date
of such taking.

Section 16.02 Portion of Building. See Section 16.03.

Section 16.03 Portion of Premises.

(a) In the event that any material portion of the Premises shall be
taken or condemned for any public purpose, which taking (a) in Landlord's
reasonable judgment, shall interfere materially with Landlord's operation of
the Building or is such that Landlord reasonably determines that the Building
cannot be restored to usefulness in an economically feasible manner, or (b) in
Tenant's reasonable judgment, shall materially interfere with Tenant's conduct
of its business operations in the Premises, then Landlord or Tenant, as the
case may be, shall have the option to terminate this Lease, effective as of
the date specified by Landlord or Tenant in its notice of termination.

(b) For all circumstances not addressed in Section 16.03(a), this Lease
shall be terminated as of the date of such taking as to the portion of the
Premises so taken, and, this Lease shall remain in full force and effect as to
the remainder of the Premises. In such event, the Rent will be diminished by
an amount representing the part of such amounts properly applicable to the
portion of the Premises so taken. Further, in such event, Tenant's
Proportionate Share shall be recomputed based upon the remaining Rentable Area
in the Premises.

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<PAGE> 36

Section 16.04 Termination of Lease. In the event of the termination or
partial termination of this Lease pursuant to the provisions of this
Section 16, this Lease and the Term and the estate hereby granted shall expire
as of the date of such termination in the same manner and with the same effect
as if that were the date set for the normal expiration of the Term of this
Lease, and the Rent shall be apportioned as of such date.

Section 16.05 Landlord's Right to Award. All awards, damages, and other
compensation paid by the condemning authority on account of such taking or
condemnation (or sale under threat of such a taking) shall belong to Landlord,
and Tenant hereby assigns to Landlord all rights to such awards, damages and
compensation; provided, however, that if such award or other compensation is
paid on account of a taking or condemnation which involves the taking or
condemnation of the whole or a substantial part of the Premises or the use or
occupancy of the Premises, then Tenant shall receive a portion of such award
or compensation equal to a fraction, the numerator of which is the value of
the unexpired Term with respect to the portion of the Premises which is taken
or condemned (i.e., the difference between the fair market value of comparable
replacement space and the Base Rent for that portion of the Premises taken for
the balance of the Term) and the denominator of which is the fair market value
of the portion of the Building taken or condemned, provided that such claim
does not in any way diminish the award or compensation payable to or
rewardable by Landlord in connection with such taking or condemnation. Tenant
agrees not to make any claim against Landlord or the condemning authority for
any portion of such award or compensation (except as set forth above)
attributable to damages to the Premises, the value of the unexpired term of
this Lease, the loss of profits or goodwill, the Building Renovations, or
severance damages. Nothing contained herein, however, shall prevent Tenant
from pursuing a separate claim against the condemning authority for the value
of the Tenant Improvements, furnishings, equipment, and trade fixtures
installed in the Premises at Tenant's expense, and for relocation expenses,
provided that such claim does not in any way diminish the award or
compensation payable to or recoverable by Landlord in connection with such
taking or condemnation.

SECTION 17 - ASSIGNMENT AND SUBLETTING

Section 17.01 Rights of Tenant.

(a) Tenant may not sell, assign, transfer, or hypothecate this Lease or
any interest herein (either voluntarily or by operation of law, but expressly
excluding the sale or transfer of any ownership interest in Tenant, the sale
of all or substantially all of Tenant's assets, or any merger or consolidation
involving Tenant in accordance with the provisions of Section 17.02, below) or
sublet the Premises or any part thereof without the prior written consent of
Landlord, which shall not be unreasonably withheld, delayed or conditioned.
If Tenant should desire to assign this Lease or sublet the Premises (or any
part thereof), Tenant shall give Landlord written notice at least fifteen (15)
days in advance of the date on which Tenant desires to make such assignment or
sublease. Landlord shall then have a period of fifteen (15) days following
receipt of such notice within which to notify Tenant in writing that Landlord
elects:

(1) to permit Tenant to assign or sublet such space, subject,
however, to the subsequent written approval by Landlord of the instrument of
assignment or sublease as to form and substance and of the proposed assignee
or subtenant which approval shall not be unreasonably withheld or delayed; or

(2) to refuse, in Landlord's reasonable discretion, to consent to
Tenant's assignment or subleasing of such space and to continue this Lease in
full force and effect as to the entire Premises in which event Landlord's
notice shall state the reasons for denying its consent. If Landlord should
fail to notify Tenant in

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writing of such election within such fifteen (15) day period, Landlord shall
be deemed to have elected option (1) above.

(b) Except as may be otherwise expressly set forth to the contrary, no
assignment or subletting by Tenant shall relieve Tenant of Tenant's
obligations under this Lease. Any attempted assignment or sublease by Tenant
in violation of the terms and provisions of this Section 17.01 shall be void.

(c) Landlord's consent under this Section 17.01(c) to an assignment or
sublease will not be withheld provided all of the following conditions have
been satisfied:

(1) if a sublease, the sublease provisions which satisfy
subparagraph (d) hereof;

(2) if an assignment, (i) the assignee shall agree, in written
agreement reasonably satisfactory to Landlord, to assume and abide by all of
the terms and provisions of this Lease (but without liability to matters
arising prior to the date of the assignment); and (ii) the assignee has
submitted a current financial statement reasonably acceptable to Landlord; and

(3) the entity, organization or individual to which such space is
proposed to be sublet, or to which this Lease is proposed to be assigned, does
not possess a character or reputation which would reasonably cause Landlord to
consider such entity, organization or individual to be an undesirable tenant.

(d) A sublease of portions of the Premises must include (or shall be
deemed to include) provisions stating that it is subject and subordinate to
this Lease and to the matters to which this Lease is or shall be subordinate
and that in the event of the termination of this Lease, or the re-entry or
dispossession of Tenant by Landlord under this Lease, Landlord, at its option,
may either terminate the sublease, in which case the subtenant shall
peacefully vacate the premises sublet, or require the subtenant to attorn to
Landlord as its sublessor pursuant to the then applicable terms of such
sublease for the remaining term thereof, except that Landlord shall not be
(i) liable for any previous act or omission of Tenant as sublessor under such
sublease, (ii) subject to any offset which theretofore accrued to such
subtenant against Tenant, or (iii) bound by any previous modification of such
sublease not consented to in writing by Landlord, or (iv) bound by a previous
prepayment of rent more than one month in advance.

(e) In no event shall any sublease or assignment pursuant to this
Section 17.01 release Tenant of its primary liability for the obligations and
responsibilities of Tenant (including payment of Rent) under this Lease.

Section 17.02 Permitted Tenant Transfer. Notwithstanding the provisions of
Section 17.01 hereof, Tenant shall have the sole and absolute right, without
the prior written consent of Landlord, to assign its entire interest in this
Lease to an Affiliate (hereinafter defined) so long as: (a) the Affiliate
delivers to Landlord, concurrently with such assignment, a written notice of
the assignment and an assumption agreement whereby the Affiliate assumes and
agrees to perform, observe and abide by the terms, conditions, obligations and
provisions of this Lease applicable to Tenant and (b), except as set forth in
clauses (iv) and (v), below, the entity remains an Affiliate. Further, Tenant
shall also have the right, without the prior written consent of Landlord, to
sublet all or any portion of the Premises to either an Affiliate or Telecom
Ventures. No subletting or assignment by Tenant made pursuant to this
Section 17.02 shall relieve Tenant of its primary liability for the
obligations and responsibilities of Tenant under this Lease, unless the
subletting or assignment is made to an Affiliate pursuant to clauses (iv) or
(v), below, in which event, the successor or acquiring entity shall be wholly
and primarily liable for the obligations and responsibilities of Tenant under
this Lease. As used herein, the term "Affiliate" shall mean and collectively
refer to (i) a

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corporation, individual or other entity which owns a controlling interest in
the voting stock of Tenant (if it is a corporation) or controls the day-to-day
decision making of Tenant (the "Parent"); or (ii) a corporation in which
either Tenant or its Parent owns a controlling interest in the voting stock of
the corporation; or (iii) an Affiliate of the Parent; (iv) a successor or
surviving corporation in the event of a merger, takeover or other form of
corporate acquisition or reorganization of Tenant, or (v) a corporation or
other entity which acquires all or substantially all of the assets of Tenant.
In addition, no transfer of the assets or ownership interests of Tenant
(including a controlling interest therein) or any other reorganization of
Tenant in connection with the issuance of stock, membership shares or other
ownership interests of Tenant in the public or private markets shall
constitute an assignment or otherwise require the consent of Landlord in
connection therewith. A transfer permitted under this Section 17.02 shall be
excluded from the provisions of Section 17.01, above.

Section 17.03 Rights of Landlord. Landlord may sell, transfer, assign, and
convey, all or any part of the Project and any and all of its rights under
this Lease. In the event Landlord assigns its rights under this Lease, except
as expressly set forth in this Lease, Landlord shall be released from any
obligations hereunder accruing after the date of such transfer, and Tenant
agrees to look solely to Landlord's successor in interest for performance of
such obligations.

SECTION 18 - INDEMNIFICATION

Section 18.01 Indemnification by Tenant. Tenant waives all claims against
Landlord, its employees, members and agents, for damage to any property or
injury to, or death of, any person, in, upon, or about the Project, arising at
any time and from any cause other than the negligence or willful misconduct of
Landlord, its agents, employees or contractors. Tenant shall indemnify and
hold harmless Landlord, its employees, members and agents, from any damage to
any property or injury to, or death of, any person to the extent that such
damage, injury or death is based upon or arises from, in whole or in part:
(i) the use and occupancy of the Premises by Tenant or its agents, employees
or contractors, including any business conducted therein; (ii) any negligence
or willful misconduct by Tenant or Tenant's agents; (iii) any breach by Tenant
of its obligations under this Lease; or (iv) any work done by Tenant's
contractors in the Building or on the Land, except to the extent that such
damage, injury or death arises out of or is caused by the negligence or
willful misconduct of Landlord, its agents, employees or contractors.
Tenant's foregoing indemnity obligation shall include reasonable attorneys'
fees and all other costs and expenses reasonably incurred by Landlord from the
first notice that any claim or demand has been made or may be made.

Section 18.02 Indemnification by Landlord. Landlord shall indemnify and hold
Tenant, its members, employees and agents, harmless from and against all
costs, damages, injury, claims, liabilities, expenses (including attorneys'
fees, disbursements and actual costs), losses and court costs suffered by or
claimed against Tenant, or its members, employees or agents, directly or
indirectly, to the extent that such costs, damages, injury, liabilities or
claims are based upon or arise out of, in whole or in part: (i) the use of
the Project by Landlord; (ii) any negligence or willful misconduct by Landlord
or Landlord's agents, employees or contractors; (iii) any breach of Landlord's
obligations under this Lease; or (iv) any work done by Landlord's contractors
in the Building or on the Land, except to the extent that such damage, injury
or death arises out of or is caused by the negligence or willful misconduct of
Tenant, its agents, employees or contractors.

Section 18.03 Survival. The provisions of this Section 18 shall survive the
termination of this Lease for any reason with respect to any damage, injury,
or death occurring before such termination.

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SECTION 19 - SURRENDER OF THE PREMISES

Section 19.01 Condition of Premises. Upon expiration of the Term or other
termination of this Lease for any cause whatsoever, Tenant shall peacefully
vacate the Premises in as good order and condition as the same were at the
beginning of the Term or may thereafter have been improved by Landlord or
Tenant, except for reasonable use and wear thereof and damage to the Premises
by fire or other casualty or condemnation, and shall leave it in a broom clean
condition.

Section 19.02 Tenant Holdover. In the event that Tenant does not immediately
surrender the Premises on the Expiration Date of the Term, Tenant shall become
a month-to-month tenant subject to all of the terms, conditions, covenants and
agreements of this Lease, except as provided below. During any holdover
tenancy, unless Landlord has otherwise agreed in writing or as otherwise set
forth in Section 19.03, below, Tenant shall be required to pay Monthly Base
Rent equal to one hundred twenty-five percent (125%) of the Monthly Base Rent
in effect during the last month of the Term. Notwithstanding the foregoing,
if Landlord notifies Tenant in writing (the "Relet Notice") that Landlord has
executed a bona fide letter of intent with a third party which is unrelated to
Landlord for all or a portion of the Premises designated by Landlord (the
"Relet Space"), which signed letter of intent is enclosed in the Relet
Notice, and Tenant fails to vacate the Relet Premises on or the date (the
"Relet Date") specified in the Relet Notice (which date shall not be earlier
than thirty (30) days after the later to occur of the following: (a) Tenant's
receipt of the Relet Notice, or (b) the Expiration Date), then from and after
the Relet Date, the Rent payable by Tenant with respect to that portion of the
Premises which is located on the floor(s) on which the Relet Space is located,
shall be as follows: (i) for the first calendar month after the Relet Date,
one hundred fifty percent (150%) of the Monthly Base Rent in effect during the
last month of the Term; (ii) for the second calendar month after the Relet
Date, one hundred seventy-five percent (175%) of the Monthly Base Rent in
effect during the last month of the Term; and (iii) for every calendar month
thereafter, two hundred percent (200%) of the Monthly Base Rent in effect
during the last month of the Term. Tenant shall give to Landlord at least
thirty (30) days' written notice of any intention to quit the Premises, and
Tenant shall be entitled to thirty (30) days' written notice to quit the
Premises, unless Tenant is in Default hereunder, in which event Tenant shall
not be entitled to any notice to quit, the usual thirty (30) days' written
notice to quit being hereby expressly waived. The parties acknowledge and
agree that the increased Monthly Base Rent payable by Tenant in the event it
remains in the Premises after the Expiration Date shall constitute liquidated
damages for the Tenant's holdover and Tenant shall not be liable to Landlord
for any other actual damages, or for any consequential or punitive damages, in
connection with any holding over by Tenant. However, nothing in this
Section shall prevent Landlord from exercising, upon the expiration of the
Term, any of its legal remedies to re-enter and take possession of the
Premises pursuant to the laws of the Commonwealth (but expressly excluding
self-help).

SECTION 20 - ESTOPPEL CERTIFICATES

Tenant shall execute and return, within fifteen (15) calendar days after
Landlord's written request, any certificate or agreement that Landlord
reasonably may request from time to time, stating that this Lease is
unmodified and in full force and effect, or in full force and effect as
modified, and stating the modification. The certificates also shall state
(i) if true, that all work has been completed, and the work and the Premises
are accepted as satisfactory except for items listed on a punchlist, if any,
attached to such certificate; (ii) the amount of Base Rent and Additional Rent
and the dates on which Rent commenced to accrue and to which the Rent has been
paid in advance, and the amount of any security deposit or prepaid Rent;
(iii) that Tenant is paying Rent on a current basis; (iv) that Tenant is in
possession of the Premises; (v) to the best of Tenant's actual knowledge, that
there

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is no present default on the part of Landlord, or attach a memorandum stating
any such instance of default; (vi) that Tenant has not advanced any amounts to
or on behalf of Landlord which have not been reimbursed; (vii) that, except as
set forth in this Lease, Tenant has no rights to setoff and no defense or
counterclaim against enforcement of its obligations under this Lease,
including the payment of Rent; (viii) that there are no actions, whether
voluntary or otherwise, pending against Tenant under the bankruptcy laws of
the United States or any state thereof; (ix) that Tenant has no other notice
of any sale, transfer or assignment of this Lease or of the Rent; and (x) any
other fact pertaining to Tenant's interest in this Lease which Landlord, or
Landlord's mortgagee, may reasonably request. At Landlord's request any such
certificate may be relied upon by any prospective purchaser, any ground
lessor, or any beneficiary under the deed of trust on the Building, the
underlying land, or any part thereof. If Landlord has not received the
estoppel certificate at the end of the twenty (20) day period required above,
it may send a written notice to Tenant advising Tenant that it has not
received same. If Tenant does not provide an estoppel certificate within ten
(10) days after receipt of such notice this Lease shall be deemed to be in
full force and effect and not modified except as set forth in the estoppel
certificate sent to Tenant.

SECTION 21 - SUBORDINATION AND ATTORNMENT

Section 21.01 Subordination. This Lease is subject and subordinate to the
lien of any deeds of trust, ground leases or other security instruments which
may from time to time during the Term encumber the Project, or any interest of
Landlord therein, and to any advances made on the security thereof, and to any
refinancings, increases, renewals, modifications, consolidations,
replacements, and extensions of any of such deeds of trust or security
instruments. Notwithstanding the foregoing, Landlord agrees to obtain from
its mortgagee a non-disturbance agreement substantially in the form attached
hereto as Exhibit M, by which such mortgagee agrees to recognize this Lease
and Tenant's interest therein after a foreclosure sale or deed-in-lieu thereof
under such mortgage or deed of trust. Furthermore, Tenant's agreement to
subordinate this Lease to any future deeds of trust, mortgages or ground
leases is contingent upon the execution and delivery by the mortgagee or
ground lessor of a commercially reasonable form of non-disturbance agreement,
by which such mortgagee or ground lessor agrees to recognize this Lease and
Tenant's interest therein after a foreclosure sale or deed-in-lieu thereof
under such mortgage, deed of trust or ground lease. In the event of any
future financing involving mortgages, deeds of trust or ground leases, Tenant
shall, upon not less than ten (10) days' prior written notice from Landlord,
promptly execute, acknowledge and deliver said subordination and
non-disturbance agreement. Tenant shall execute, acknowledge, and deliver to
Landlord any further instruments and certificates evidencing such
subordination as Landlord, or the holder of any deed of trust covering the
Project, or any interest of Landlord therein, may reasonably require.

Section 21.02 Attornment. Notwithstanding the generality of the foregoing
provisions of Section 21.01, above, any such mortgagee shall have the right,
unilaterally, at any time fully or partially to subordinate any such deeds of
trust or other security instruments to this Lease on such terms and subject to
such conditions as such mortgagee may consider appropriate in its discretion,
and upon any request, by such mortgagee, Tenant shall execute an instrument
confirming any such full or partial subordination by any mortgagee. At any
time, before or after the institution of any proceedings for the foreclosure
sale under any deed of trust or other security instrument, or the conveyance
of the Building under any deed of trust or other security instrument, Tenant
shall attorn to the purchaser upon any such sale or to the grantee under any
deed in lieu of foreclosure and shall recognize such purchaser or grantee as
Landlord under this Lease without any change in the terms or other provisions
of this Lease. Tenant hereby waives the right, if any, to elect to terminate
this Lease or to surrender possession of the

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Premises in the event of foreclosure of any deed of trust or security
instrument (or any transfer in lieu thereof). The foregoing agreement of
Tenant to attorn shall survive any foreclosure sale or conveyance in lieu
thereof. Tenant's agreement to attorn to any purchaser or grantee described
above is contingent upon receipt of a fully executed non-disturbance agreement
reasonably acceptable to Tenant. Tenant shall upon demand at any time, before
or after any such foreclosure sale or conveyance in lieu thereof, execute,
acknowledge, and deliver to Landlord's mortgagee or any successor thereof or
any then-owner of the Building any written instruments and certificates
evidencing such attornment as Landlord's mortgagee may reasonably require.

SECTION 22 - QUIET ENJOYMENT

Tenant shall, during the Term, peaceably and quietly enjoy the Premises
without disturbance from Landlord or any other persons acting by, through, or
under Landlord; subject, however, to (i) the terms of this Lease; (ii) the
right of Landlord to construct on the Land any additional buildings or other
improvements now or hereafter permitted by the governmental authorities having
jurisdiction over Landlord's property, provided such buildings or improvements
do not unreasonably interfere with Tenant's permitted use and enjoyment of the
Premises; (iii) the right of Landlord to conduct renovations to the Building
or make alterations to the Building so long as Landlord's exercise of these
rights does not unreasonably interfere with Tenant's permitted use and
enjoyment of the Premises, or interfere with Tenant's access to the Premises;
and (iv) any existing or future Title Restrictions affecting the Project, so
long as none of the foregoing unreasonably interferes with Tenant's permitted
use and enjoyment of the Premises. This covenant and all other covenants of
Landlord in this Lease shall be binding upon Landlord and its successors only
with respect to breaches occurring during its and their respective ownership
of the Project.

SECTION 23 - SIGNS AND FURNISHINGS

Section 23.01 Except as provided in this Section 23, no sign, advertisement,
or notice referring to Tenant shall be inscribed, painted, affixed, or
otherwise displayed on any part of the exterior or the interior of the
Building, without the prior written consent of Landlord, in its reasonable
discretion, except those installed by Landlord in the lobby area, on the
directories and the entrance door to the Premises and such other areas, if
any, as Landlord may determine in its reasonable discretion. Subject to the
conditions and limitations set forth in this Lease, Landlord reserves the
right to affix, install, and display signs, advertisements, and notices on any
part of the exterior or interior of the Building. If Tenant shall display or
install any sign, advertisement or notice in violation of this Section 23, and
does not remove same within two (2) days after written request from Landlord,
Landlord may remove it at Tenant's cost and expense, and all out-of-pocket
costs incurred by Landlord shall be repaid by Tenant within ten (10) days
after demand by Landlord.

Section 23.02 So long as Tenant is leasing more than fifty percent (50%) of
the floor area in the Building, Tenant shall have the right to install one or
more lighted signs on the exterior of the Building (the "Sign(s)"), which
Sign(s) shall identify Tenant with the name "LCC" or such other name or logo
selected by Tenant, including the name of a parent company or related entity
as selected by Tenant, provided that the Signs are permitted under the laws,
rules and regulations of the County and that such Signs conform to all such
laws, rules and regulations, and subject to the terms and conditions set forth
herein. Tenant shall select the location and size of the Signs, subject to
County approval, it being understood, however, that Tenant shall be entitled
to its proportionate share of all exterior signage allocated by the County,
based upon the ratio that the Rentable Area of the Premises bears to the
Rentable Area of the Building. The design, location, materials, installation

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technique, color and type of lighting, if any, of any Sign shall be (A)
tasteful, and consistent with signs installed on buildings comparable to the
Buildings which are located in WEST*PARK Office Park; (B) consistent with the
design, quality, materials and character of the Building; and (C) subject to
Landlord's approval, in its reasonable discretion. All costs of installing
and maintaining the Signs shall be borne by Tenant; provided, however, that if
any portion of the Tenant Allowance remains after the completion of and
payment for the Tenant Improvements, Tenant may use the Tenant Allowance to
pay for the cost of installing the Sign. Any such Signs shall be installed
and maintained by a contractor selected by Tenant and approved by Landlord.
Tenant hereby agrees to indemnify and hold Landlord and its agents, officers,
directors and employees harmless from and against any damage, claim, liability
or expense (including reasonable attorneys' fees) incurred by or claimed
against Landlord and its agents, officers, directors and employees, directly
or indirectly, as a result of or in any way arising from the installation of
such Signs. If Tenant's name changes, or if Tenant elects to change the name
on the Signs, Tenant shall have the right, at Tenant's sole cost and expense,
to have new Signs installed to reflect such name change, subject to all the
requirements and conditions set forth in this Section 23. Upon the expiration
or earlier termination of this Lease, Tenant shall remove any Sign installed
pursuant to this Section, and shall repair any damage caused thereby.

Section 23.03 So long as Tenant is leasing more than fifty percent (50%) of
the floor area in the Building, Tenant shall have the right to install a
free-standing, ground-level monument sign on the Land (the "Monument") in a
location selected by Tenant, and approved by Landlord, in its reasonable
discretion, and Landlord shall cause to be inscribed on the Monument lettering
which identifies Tenant with the name "LCC" or such other name or logo
selected by Tenant, including the name of a parent company or related entity
selected by Tenant ("Tenant's Lettering"); provided that the Monument and
Tenant's Lettering shall be permitted under and conform to all applicable
laws, rules and regulations of the County. Tenant shall obtain all
governmental approvals and permits required for the installation of the
Monument and Tenant's Lettering. Tenant's right to place Tenant's Lettering
on the Monument shall be exclusive to Tenant, and no other tenant of the
Building shall have any such rights, or the right to have another monument or
other sign, plaque or other means of identification placed on the Land or the
Building, until the Term of this Lease expires or is otherwise terminated.
The Monument and the Tenant Lettering shall be installed and maintained by a
contractor selected by Tenant and approved by Landlord in its reasonable
discretion. The design, size, color, exact location and other attributes of
the Monument and Tenant's Lettering shall be obtained by Tenant, subject to
Landlord's approval in its reasonable discretion. All costs of installing and
maintaining the Monument shall be borne by Tenant; provided, however, that if
any portion of the Tenant Allowance remains after the completion of and
payment for the Tenant Improvements, Tenant may use the Tenant Allowance to
pay for the cost of installing the Monument. Subject to Tenant's rights
hereunder, Landlord shall have the right, at Landlord's expense, to install
and maintain monument signage, similar to other monument signage installed by
Landlord in WEST*PARK Office Park, in a location mutually acceptable to
Landlord and Tenant, to identify the Building.

Section 23.04 Furnishings. Landlord shall have the right to prescribe the
weight and position of safes and other heavy equipment and fixtures, which, if
considered necessary by Landlord, shall be installed in such manner as
Landlord directs in order to distribute their weight adequately. In no event
shall Tenant place on any part of the floor of the Premises a load exceeding
eighty (80) pounds per square foot (live load) and twenty (20) pounds per
square foot (dead load) (the "Load Capacity"). Any and all damage or injury
to the Premises or the Building caused by moving heavy or fixtures which
exceed the Load Capacity, or the same being in or upon the Premises, shall be
repaired by and at the sole cost of Tenant. Furniture, equipment, and other
bulky matter of any description shall be delivered to the Premises only
through the designated service entrance of the Building and the

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designated service elevator. Tenant agrees to remove promptly from the
sidewalks adjacent to the Building any of Tenant's furniture, equipment, or
other material there delivered or deposited.

SECTION 24 - DEFAULTS AND REMEDIES

Section 24.01 Events of Default. The occurrence of any one or more of the
following events shall constitute a "Default" under this Lease: (a) if Tenant
fails to pay any installment of Monthly Base Rent and/or any monthly
installment of Additional Rent as and when such Rent becomes due, and such
failure shall continue for more than five (5) business days after Landlord
gives Tenant written notice of such failure; (b) if any petition is filed by
or against Tenant under any present or future Section or chapter of the
Bankruptcy Code, or under any similar law or statute of the United States or
any state thereof (which, in the case of an involuntary proceeding, is not
permanently discharged, dismissed, stayed, or vacated, as the case may be,
within ninety (90) days of commencement), or if any order for relief shall be
entered against Tenant in any such proceedings; (c) if Tenant makes an
assignment for the benefit of, or a transfer in fraud upon, its creditors; (d)
if a receiver, custodian, or trustee is appointed for the Premises or for all
or substantially all of the assets of Tenant, which appointment is not vacated
within sixty (60) days following the date of such appointment; (e) Tenant
fails to maintain its required insurance coverage, and such failure continues
for five (5) days after notice from Landlord; or (f) if Tenant fails to
perform or observe any other term of this Lease and such failure shall
continue for more than ten (10) business days after Landlord gives Tenant
notice of such failure, or, if such failure cannot be corrected within such
ten (10) business-day period, if Tenant does not commence to correct such
default within said ten (10) business-day period and thereafter diligently
prosecute the correction of same to completion within a reasonable time and in
any event prior to the time failure to complete such correction could cause
Landlord to be subject to prosecution for violation of any law, rule,
ordinance or regulation or causes, or could cause a default under any deed of
trust, mortgage, underlying lease, tenant lease or other agreement applicable
to the Project.

Section 24.02 Remedies. Upon the occurrence of any Default, Landlord shall
have the right, at Landlord's option, to terminate this Lease. With or
without terminating this Lease, Landlord may re-enter and take possession of
the Premises and the provisions of this Section 24.02 shall operate as a
notice to quit, any other notice to quit or of Landlord's intention to
re-enter the Premises being hereby expressly waived. If necessary, Landlord
may proceed to recover possession of the Premises under and by virtue of the
laws of the Commonwealth (other than self-help) or by such other proceedings,
including re-entry and possession, as may be applicable. If Landlord elects
to terminate this Lease, everything contained in this Lease on the part of
Landlord to be done and performed shall cease without prejudice; subject,
however, to the right of Landlord to recover from Tenant all Rent and other
sums accrued up to the time of termination or recovery of possession by
Landlord, whichever is later. Whether or not this Lease is terminated by
reason of Tenant's Default, Landlord shall add the Premises to its inventory
of available space and shall use commercially reasonable efforts to relet the
Premises; provided, however, that in no event shall Landlord be required to
lease the Premises, or any portion thereof, in preference to other premises
owned by Landlord or an affiliate thereof. If the entire Rent provided in
this Lease plus the costs, expenses, and damages hereafter described shall not
be realized by Landlord in any such reletting, Tenant shall be liable for all
reasonable damages sustained by Landlord, including without limitation
deficiencies in Base Rent and Additional Rent, the value of any rent
abatement, tenant allowance or other payments provided to, or for the benefit
of, such replacement tenant, attorney's fees and expenses reasonably incurred,
brokerage fees which shall be prorated if the term of the new lease extends
beyond the end of the date on which this Lease would have expired but for
Tenant's default,

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and the expense of placing the Premises in rentable condition. Landlord shall
in no way be responsible or liable for any failure to collect any rent due
and/or accrued from such reletting. Any damages or loss of rent sustained by
Landlord may be recovered by Landlord, at Landlord's option, at the time of
the reletting, or in separate actions, from time to time, as said damage shall
have been made more easily ascertainable by successive relettings, or, at
Landlord's option, may be deferred until the expiration of the Term, in which
event Tenant hereby agrees that the cause of action shall not be deemed to
have accrued until the Expiration Date. As an alternative to recovering Rent
due as it accrues, Landlord may, upon termination of this Lease, accelerate
the Rent reserved in this Lease for the remainder of the Term, whereupon
Tenant shall pay to Landlord the difference between (a) the aggregate amount
of Rent reserved in this Lease for the remainder of the Term discounted to
present value, minus (b) the then reasonable rental value of the Premises for
the remainder of the Term discounted to present value. For purposes of the
preceding sentence, "present value" shall be calculated using a discount
factor equal to the yield of the Treasury Note or Bill, as appropriate, having
a maturity period approximately commensurate to the remainder of the Term.
The foregoing acceleration of Rent shall not preclude Landlord from recovering
all other damages (other than future Rent) identified herein.

Section 24.03 Remedies Cumulative. All rights and remedies of Landlord or
Tenant set forth herein are in addition to all other rights and remedies
available to Landlord or Tenant at law or in equity. All rights and remedies
available to Landlord or Tenant hereunder, or at law or in equity, are
expressly declared to be cumulative, including without limitation the right to
injunctive relief, specific performance, reasonable attorneys' fees and
damages arising from any Default by Tenant or a Landlord Default (hereinafter
defined) hereunder. The exercise by Landlord or Tenant of any such right or
remedy shall not prevent the concurrent or subsequent exercise of any such
right or remedy. No delay in the enforcement or exercise of any such right or
remedy shall constitute a waiver of any Default by Tenant or any Landlord
Default hereunder or of any of Landlord's or Tenant's rights or remedies in
connection therewith. Landlord shall not be deemed to have waived any Default
by Tenant and Tenant shall not be deemed to have waived any Landlord Default
hereunder unless such waiver is set forth in a written instrument signed by
Landlord or Tenant, as the case may be. If Landlord waives in writing any
Default by Tenant, or Tenant waives in writing any Landlord Default, such
waiver shall not be construed as a waiver of any covenant, condition or
agreement set forth in this Lease, except as to the specific circumstances
described in such written waiver.

Section 24.04 No Acceptance or Surrender. No act or thing done by Landlord
or its agents during the Term shall constitute an acceptance of an attempted
surrender of the Premises, and no agreement to accept a surrender of the
Premises shall be valid unless made in writing and signed by Landlord. No
re-entry or taking possession of the Premises by Landlord shall constitute an
election by Landlord to terminate this Lease, unless a written notice of such
intention is given to Tenant. Notwithstanding any such reletting or re-entry
or taking possession, Landlord may at any time thereafter terminate this Lease
for a previous Default. Landlord's acceptance of Rent following a Default
hereunder shall not be construed as a waiver of such event of Default. No
waiver by Landlord or Tenant of any breach of this Lease shall constitute a
waiver of any other violation or breach of any of the terms hereof.
Forbearance by Landlord or Tenant to enforce one or more of the remedies
herein provided upon a breach hereof shall not constitute a waiver of any
other breach of this Lease.

Section 24.05 Customs and Practices. No custom or practice which may develop
between the parties in the administration of the terms of this Lease shall be
construed to waive or lessen Landlord's or Tenant's right to insist upon
strict performance of the terms of this Lease.

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<PAGE> 45

Section 24.06 Payment of Tenant's Obligations by Landlord. In the event of a
Default, Landlord may, but shall not be required to, make such payment or do
such act required to be performed by Tenant. If Tenant fails to act and
Landlord makes such payment or does such act, all costs and expenses incurred
by Landlord shall be due and payable upon demand by Tenant to Landlord. The
taking of such action by Landlord shall not be considered as a cure of such
Default by Tenant, nor shall it prevent Landlord from pursuing any remedy
Landlord is otherwise entitled to in connection with such Default.

Section 24.07 Default by Landlord.

(a) Landlord Default. The occurrence of any of the following shall
constitute a "Landlord Default" hereunder: (i) Landlord shall have failed to
pay when due any sum owing from Landlord to Tenant hereunder, and such failure
shall continue for a period of more than ten (10) days after Tenant delivers
notice to Landlord of such failure (or such other period as may be provided in
this Lease); or (ii) the neglect or failure of Landlord to perform or observe
any of the material terms, covenants or conditions contained in this Lease on
Landlord's part to be performed or observed which is not remedied by Landlord
within thirty (30) days after Tenant shall have given to Landlord (and any
lender possessing a mortgage on the Building with respect to which Tenant has
received written notice from Landlord or such lender) notice specifying such
neglect or failure, provided that, for any neglect or failure which cannot
reasonably be cured within such thirty (30)-day period, the cure period
therefor shall be extended for such time as is reasonably necessary to effect
a cure of such neglect or failure, on the condition that Landlord shall
immediately commence and diligently pursue such cure to completion, and that
promptly upon determining that the thirty (30)-day cure period is inadequate,
Landlord shall provide notice to Tenant of the steps being taken to cure such
neglect or failure, and the amount of time reasonably estimated by Landlord to
effect such cure.

(b) Tenant's Remedies. Upon the occurrence of a Landlord Default,
Tenant may, if such Landlord Default is not cured within the time period set
forth in subparagraph (a), above, (A) sue Landlord for actual damages arising
from such breach; or (B) make any payment or perform any act required to be
performed by Landlord, whereupon all costs and expenses incurred by Tenant,
plus interest thereon at the Default Rate, shall be immediately due and
payable by Landlord to Tenant. If any monies referred to in clause (B),
above, are not repaid in full by Landlord within three (3) business days after
demand therefor by Tenant, and Tenant elects to sue Landlord for said amount
and recovers a judgment or arbitration award stating that Tenant is entitled
to a specified amount from Landlord, Tenant may offset against future Rent the
amount of Tenant's judgment or arbitration award, in an amount not to exceed
Ten Thousand Dollars ($10,000) per month, until paid in full. Tenant shall,
in addition to any other remedy available hereunder or at law or in equity,
have the right of injunction and the right to invoke any remedy allowed at law
or in equity, including specific performance, injunctive relief, reasonable
attorneys' fees and actual damages incurred by Tenant as a result of such
Landlord Default. Any reference in this Section to any particular remedy
shall not preclude Tenant from exercising any other remedy set forth elsewhere
in this Lease or otherwise available to Tenant at law or in equity.

SECTION 25 - SECURITY DEPOSIT

Section 25.01 Application of Security Deposit. Upon execution of this Lease,
Tenant shall deliver to Landlord the sum stipulated in the Basic Lease
Information as a Security Deposit. Landlord shall maintain such deposit in a
separate money market account with Signet Bank (or such other institution
designated by Landlord and approved by Tenant in its reasonable discretion),
and the interest thereon shall accrue to the benefit of Tenant; provided,
however, that such interest shall be considered part of the Security Deposit
to the extent Landlord desires to apply the

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<PAGE> 46

Security Deposit on account of a Tenant Default pursuant to this Section. The
Security Deposit shall be security for the performance by Tenant of all of
Tenant's obligations, covenants, conditions, and agreements under this Lease.
Within thirty (30) days after the expiration of the Term, or as soon
thereafter as Tenant has vacated the Premises, Landlord shall return the
Security Deposit, with all accrued interest thereon, to Tenant, less such
portion thereof as Landlord shall have reasonably appropriated to satisfy any
Default by Tenant hereunder. In the event of any Default by Tenant hereunder,
Landlord shall have the right, but shall not be obligated, to use, apply or
retain all or any portion of the Security Deposit for the payment of: (i) any
Base Rent, Additional Rent or any other sum as to which Tenant is in Default,
(ii) any amount which Landlord may spend or become obligated to spend to
repair physical damage to the Premises or the Building pursuant to Section 13
hereof, or (iii) any amount Landlord may spend, or become obligated to spend,
to compensate Landlord for any losses incurred by reason of Tenant's Default,
including, but not limited to, any damage or deficiency arising in connection
with the reletting of the Premises. If any portion of the Security Deposit is
so used or applied, within three (3) business days after written notice to
Tenant of such use or application, Tenant shall deposit with Landlord an
amount sufficient to restore the Security Deposit to its original amount, and
Tenant's failure to do so shall constitute a Default under this Lease.

Section 25.02 Transfer of Security Deposit. In the event of the sale or
transfer of Landlord's interest in the Building, Landlord shall transfer the
Security Deposit to the purchaser or assignee, in which event Tenant shall
look only to the new landlord for the return of the Security Deposit (subject
to the provisions of this Lease), and Landlord shall thereupon be released
from all liability to Tenant for the return of the Security Deposit.

SECTION 26 - LANDLORD'S LIEN AND SECURITY INTEREST

Landlord shall have a lien upon, and Tenant hereby grants to Landlord a
security interest in, all tangible personal property and equipment of Tenant
located in the Premises (except as provided below), as security for the
payment of all Rent and the performance of all other obligations of Tenant
required by this Lease. At any time after (a) a Default by Tenant hereunder,
and (b) Landlord has regained possession of the Premises, Landlord, in
accordance with all applicable laws and by applicable legal process (and
expressly excluding any self-help remedies), may levy upon any and all
personal property and equipment belonging to Tenant which may be found in and
upon the Premises, except as set forth below. Notwithstanding anything to the
contrary herein, Landlord shall not have a lien as security interest in any of
Tenant's books and records, documents, correspondence, computer software and
files, any proprietary information relating to Tenant's business operations,
and any personalty owned by any of Tenant's employees, agents or contractors.
If, after judicial levy as aforesaid, Tenant fails to redeem the personal
property and equipment being levied upon by Landlord by payment of all sums
due Landlord under and by virtue of this Lease, Landlord shall have the right,
after sixty (60) days written notice to Tenant, to sell such personal property
and equipment so seized at public or private sale and upon such terms and
conditions as Landlord may deem advantageous. After the payment of all proper
charges incident to such sale, the proceeds thereof shall be applied to the
payment of any and all sums due to Landlord pursuant to this Lease. In the
event there shall be any surplus remaining after the payment of all sums due
to Landlord, such surplus shall be paid over to Tenant. Landlord shall have
all of the rights and remedies of a secured party under the Virginia Uniform
Commercial Code. Landlord agrees that it shall subordinate its lien to the
lien, leasehold interest or other interest of any equipment lessor or lender
(including any lender which financed the purchase of any equipment purchased
by Tenant for use in the Premises); provided that Landlord shall waive its
lien if required by any such lender or any equipment lessor with respect to
any property or equipment, the purchase or acquisition of which

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<PAGE> 47

such lender or lessor has financed or agrees to finance for Tenant, if any
such equipment lease shall preclude any additional liens (including
subordinate liens). Upon request by Landlord, Tenant shall execute and
deliver to Landlord a financing statement in form sufficient to perfect the
security interest of Landlord in the aforementioned property and proceeds
thereof. A photographic reproduction of this Lease shall be sufficient as a
financing statement, but shall be filed as such only in the event Tenant fails
to execute or deliver a financing statement requested by Landlord hereunder.

SECTION 27 - RENEWAL OPTION

Section 27.01 Tenant shall have the right to renew and extend the Term of
this Lease with respect to the Premises then subject to this Lease for the
Renewal Terms (hereinafter defined) upon and subject to the terms and
conditions set forth below.

Section 27.02. Tenant may extend this Lease for two (2) additional periods
(the "Renewal Terms") of five (5) years each by giving written notice thereof
(the "Extension Notice") to Landlord no later than nine (9) months prior to
the expiration of the initial Term (or the first Renewal Term, as the case may
be) of Tenant's desire to extend the Term. The Renewal Term shall commence
immediately upon the expiration of the initial Term (or the first Renewal
Term, as the case may be), and upon the delivery by Tenant of its Irrevocable
Notice (hereinafter defined) hereunder, the Expiration Date of the Term shall
automatically become the last day off the applicable Renewal Term. If Tenant
does not exercise its rights to a Renewal Term in a timely manner, Tenant's
failure shall conclusively be deemed a waiver of its rights to all Renewal
Terms. Tenant shall not be entitled to exercise its right to a Renewal Term
if there exists a Default by Tenant under this Lease at the time Tenant
submits the Extension Notice or the Irrevocable Notice to Landlord.

Section 27.03. Base Rent for the first Lease Year of each Renewal Term shall
be the greater of (a) the product of (i) the Base Rent in effect for the
previous Lease Year (which Base Rent shall not reflect any rental abatement)
multiplied by (ii) one hundred two percent (102%), or (b) the Fair Market
Rental Rate (hereinafter defined) of the Premises as of the first day of the
applicable Renewal Term, multiplied by the number of square feet of Rentable
Area then comprising the Premises. For purposes hereof, the term "Fair Market
Rental Rate" shall mean the fair market rental rate per square foot of
rentable area that would be agreed upon between a landlord and a tenant
renewing the term of a lease for comparable space as to size, use, location
and configuration, in a comparable building as to location, quality and age,
with a comparable build-out, a comparable term and a comparable base year for
operating expense and real estate tax pass-throughs.

Section 27.04. Within thirty (30) days after receipt of the Extension Notice,
Landlord shall deliver a statement to Tenant setting forth Landlord's good
faith determination of the Fair Market Rental Rate for the first Lease Year of
the Renewal Term in question (the "Landlord FMV Notice"). Provided that Tenant
gives written notice to Landlord of Tenant's irrevocable election to exercise
the renewal option under this Section 27 within ten (10) business days after
receipt of the Landlord FMV Notice (the "Irrevocable Notice"), Landlord and
Tenant shall negotiate in good faith for a period of thirty (30) days after the
date on which Landlord receives Tenant's Irrevocable Notice in order to
establish the Base Rent for the first Lease Year of the applicable Renewal
Term. If Tenant fails to irrevocably elect to extend the Term under this
Section 27 by delivering the Irrevocable Notice to Landlord within ten (10)
business days after receipt of the Landlord FMV Notice, Tenant's right to
extend the Term shall, at Landlord's sole option, terminate, and Landlord shall
be permitted to lease such space to any other person or entity upon whatever
terms and conditions are acceptable to Landlord in its sole discretion. In the
event that Tenant timely submits the Irrevocable Notice

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<PAGE> 48

to Landlord, and Landlord and Tenant are unable to agree upon the Base Rent for
the first Lease Year of the applicable Renewal Term within said thirty (30) day
period, the Fair Market Rental Rate for the Premises shall be determined by a
board of three (3) licensed real estate brokers, one of whom shall be named by
Landlord, one of whom shall be named by Tenant, and the two (2) so appointed
shall select a third. Each real estate broker so selected shall be licensed in
the Commonwealth as a real estate broker specializing in the field of
commercial office leasing in the Tysons Corner area, having no less than ten
(10) years experience in such field, who is a life member of the Greater
Washington Commercial Association of Realtors and is recognized as ethical and
reputable within the field. Landlord and Tenant agree to make their
appointments promptly within ten (10) days after the expiration of the thirty
(30) day period, or sooner if mutually agreed upon. The two (2) brokers
selected by Landlord and Tenant shall promptly select a third broker within ten
(10) days after they both have been appointed, and each broker, within fifteen
(15) days after the third broker is selected, shall submit his or her
determination of the Fair Market Rental Rate. The Fair Market Rental Rate to
be employed herein shall be the mean of the two (2) closest rental rate
determinations. Landlord and Tenant shall each pay the fee of the broker
selected by it, and they shall equally share the payment of the fee of the
third broker.

Section 27.05 Except as provided in this Section 27, the leasing of the
Premises for each Renewal Term shall be upon the same terms and conditions as
are applicable for the original Term, and shall be upon and subject to all of
the provisions of this Lease, including without limitation the obligation of
Tenant to pay Additional Rent hereunder.

SECTION 28 - GUARANTEE OF LANDLORD'S OBLIGATIONS

Intentionally Deleted

SECTION 29 - CAFETERIA SPACE

Intentionally Deleted

SECTION 30 - ATTORNEYS' FEES AND LEGAL EXPENSES

In any action or proceeding brought by either party against the other
under this Lease, the prevailing party shall be entitled to recover from the
other party the prevailing party's reasonable attorneys' fees and reasonable
court costs incurred by such party in such action or proceeding as the court
or arbitrator may find to be reasonable.

SECTION 31 - NOTICES

Section 31.01 Any notice, demand, request, consent, approval or other
communication which either party hereto is required or desires to give or make
or communicate to the other shall be in writing and shall be given or made or
communicated by United States registered or certified mail or by any overnight
or express mail service which provide receipts to indicate delivery, addressed
to the parties hereto at the respective addresses specified in the Basic Lease
Information, or at such other address as they have subsequently specified by
written notice.

Section 31.02 All notices shall be effective upon being deposited in the
manner prescribed above; however, the time period in which a response to such
notice must be given shall commence to run from the date of receipt by the
addressee thereof as shown on the return receipt of the notice. Rejection or
other refusal to accept or the inability to deliver, because of changed
address of which no notice was given, shall

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<PAGE> 49

be deemed to be receipt of the notice as of the date of such rejection,
refusal or inability to deliver.

SECTION 32 - MISCELLANEOUS

Section 32.01 No Partnership. Nothing contained in this Lease shall be
construed as creating a partnership or joint venture of or between Landlord
and Tenant, or to create any other relationship between the parties hereto
other than that of landlord and tenant.

Section 32.02 Brokers. Landlord recognizes the Brokers identified in
Section 1.01.R of this Lease, as the "Brokers" under this Lease, and shall pay
the Brokers' commissions pursuant to separate agreements between the Brokers
and Landlord. Landlord and Tenant each represent and warrant to the other
that, except as provided herein, neither of them has employed or dealt with
any broker, agent or finder in carrying on the negotiations relating to this
Lease. In the event of a breach by a party of the foregoing representation
and warranty (the "Defaulting Party"), the Defaulting Party shall indemnify
and hold the other party harmless from and against any claims, damages or
expenses (including any claims for brokerage or other commissions asserted by
any broker or agent) which may arise as a result of such breach.

Section 32.03 Severability. Every agreement contained in this Lease is, and
shall be construed as, a separate and independent agreement, If any term of
this Lease or the application thereof to any person or circumstances shall be
invalid and unenforceable, the remainder of this Lease, or the application of
such term to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected, and for any provision held
invalid, illegal or unenforceable, there shall be substituted a provision of
similar import reflecting the original intent of the parties to the fullest
extent permissible by law.

Section 32.04 Trial by Jury. Landlord and Tenant each hereby waive trial by
jury in any action, proceeding or counterclaim brought by either of them
against the other in connection with any matter arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant hereunder,
Tenant's use or occupancy of the Premises, or any claim of injury or damage.

Section 32.05 Pre-arbitration Procedure. In any circumstance where this
Lease provides that a matter shall be submitted to arbitration, except for the
"expedited arbitration" procedure set forth in the Work Agreement, the parties
agree to first attempt to resolve the matter themselves. Prior to submitting
such a matter to arbitration a party shall deliver a written notice to the
other outlining the matter in controversy (the "Controversy'). The parties
agree to meet and attempt to resolve the Controversy within five (5) days
after the recipient of the notice receives same to attempt to resolve the
Controversy. If the Controversy has not been resolved within such five (5)
day period, a party shall, prior to submitting the Controversy to arbitration,
deliver a written notice to the other requiring the president of Landlord and
the president of Tenant to meet within ten (10) business days to attempt to
resolve the Controversy. If the president of either party is unavailable,
they shall designate a person in their stead, who shall have full authority to
resolve the Controversy. If such meeting or meetings do not resolve the
Controversy within such ten (10) day period, either party may submit the
controversy to arbitration in accordance with the applicable provision of this
Lease.

Section 32.06 Captions. The article, part, and Section headings contained in
this Lease are for convenience only and shall not enlarge or limit the scope
or meaning of the provisions hereof. Words of any gender used in this Lease
shall include any other gender, and words in the singular number shall be held
to include the plural, unless the context otherwise requires.

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<PAGE> 50

Section 32.07 Benefit and Burden. If there be more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several, and all
agreements and covenants herein contained shall be binding upon the respective
heirs, personal representatives, successors, and, to the extent permitted
under this Lease, assigns of the parties hereto.

Section 32.08 No Representations by Landlord. Neither Landlord nor
Landlord's agents or brokers have made any representations or promises with
respect to the Premises or the Building except as herein expressly set forth,
and all reliance with respect to any representations or promises is based
solely on those contained herein. No rights, easements, or licenses are
acquired by Tenant under this Lease by implication or otherwise except as
expressly set forth in this Lease.

Section 32.09 Entire Agreement. This Lease sets forth the entire agreement
between the parties and cancels all prior negotiations, arrangements,
brochures, agreements, and understandings, if any, between Landlord and Tenant
regarding the subject matter of this Lease. No amendment or modification of
this Lease shall be binding or valid unless expressed in a writing executed by
both parties hereto.

Section 32.10 No Offer. The submission of this Lease to Tenant shall not be
construed as an offer, nor shall Tenant have any rights with respect thereto
unless this Lease is consented to by any lender and any lessor to Landlord, to
the extent such consent is required, and Landlord executes a copy of this
Lease and delivers the same to Tenant.

Section 32.11 Authority. If either party to this Lease signs as a
corporation, such party represents and warrants that the corporation is a duly
organized and existing corporation, that the corporation has been and is
qualified to do business in the Commonwealth, that the corporation has full
right and authority to enter into this Lease, and that all persons signing on
behalf of the corporation were authorized to do so by appropriate corporate
actions. If either party signs as a partnership, trust, limited liability
company or other legal entity, such party represents and warrants that such
entity has complied with all applicable laws, rules, and governmental
regulations relative to its right to do business in the Commonwealth, that
such entity has the full right and authority, to enter into this Lease, and
that all persons signing on behalf of the such entity were authorized to do so
by any and all necessary or appropriate partnership, trust, or other actions.

Section 32.12 Governing Law and Construction. This Lease shall be governed
by and construed under the laws of the Commonwealth. Printed parts of this
Lease shall be as binding on the parties hereto as other parts hereof. Parts
of this Lease which are written or typewritten shall have no greater force or
effect than and shall not control parts which are printed, but all parts shall
be given equal effect. Landlord and Tenant declare that they have read and
understand all parts of this Lease, including all printed parts thereof.
Landlord and Tenant acknowledge that it has consulted with counsel in
connection with this Lease. Should any provisions of this Lease require
judicial interpretation it is agreed that the court or arbitrator
interpreting or considering same shall not apply the presumption that a
document should be construed more strictly against the party who itself or
through its agents prepared the same, it being agreed that all parties hereto
have participated in the preparation of this Lease.

Section 32.13 Restriction on Leasing Space to Other Telecommunications
Tenants. Intentionally Deleted.

Section 32.14 Use of Name of Building. Tenant shall not, without prior
written consent of Landlord, use the name of the Building for any purpose
other than as the address of the business to be conducted by Tenant on the
Premises.

Section 32.15 Time of Essence. Time is of the essence in this Lease.

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<PAGE> 51

Section 32.16 Approvals. Whenever any approval or consent is to be given or
made by Landlord or Tenant hereunder, such approvals or consents shall not be
unreasonably withheld, conditioned or delayed, unless otherwise specifically
provided herein.

Section 32.17 Consequential and Punitive Damages. Notwithstanding any other
provision in this Lease to the contrary, neither party shall be liable to the
other for consequential or punitive damages and each party hereby waives all
claims against the other for any such damages.

Section 32.18 Survival. Except as expressly set forth herein to the
contrary, all of Landlord's and Tenant's obligations hereunder, including
without limitation any indemnification obligation or obligation to pay money,
shall survive the termination of this Lease.

Section 32.19 Landlord's Liability. Anything contained in this Lease to the
contrary notwithstanding, Tenant agrees to look solely to the estate and
property of Landlord in the Project for the collection of any judgment or
other judicial process requiring payment of money by Landlord for any default
or breach by Landlord under this Lease, subject, however, to the prior rights
of any the mortgagee of the Project. No other assets of Landlord or any
partners, shareholders or other principals of Landlord shall be subject to
levy, execution or other judicial process for the satisfaction of Tenant's
claim. As used herein, the phrase "estate and property of Landlord" shall
expressly include (a) the Project; (b) all rents and profits from the Project;
(c) all insurance and condemnation proceeds from the Project; (d) all proceeds
of any sale of the Project; and (e) all proceeds of any financing or
refinancing of the Project.

Section 32.20 Force Majeure. Whenever a period of time is herein prescribed
for action to be taken by Landlord or Tenant (other than payment of Rent),
there shall be excluded from the computation any such period of time any
delays due to strikes, riots, war, acts of God, shortages of labor or
materials, acts or decrees by a governmental authority (such as a moratorium)
which prevent such party from acting, or any other similar type of cause or
event beyond the reasonable control of such party.

Section 32.21 ERISA Covenant. Tenant represents and warrants to Landlord,
and The Prudential Insurance Company of America, its successors and assigns,
that to the best of Tenant's current actual knowledge, Tenant is not a pension
plan, employee benefit fund government plan subject to regulation as such by
any Federal or state laws, rules, regulations or orders, and specifically that
the best of Tenant's current actual knowledge: (i) Tenant is not a pension
fund, employee benefit plan or other fund subject to the provisions of the
Employee Retirement Income Security Act of 1974 as amended ("ERISA"),
(ii) Tenant is not a "government plan" as defined in Section 3(32) of ERISA,
(iii) Tenant is not a "party in interest" (as defined in ERISA) with respect
to any of the above (other than as an employer of employees who are covered by
a pension fund, employee benefit plan or other fund subject to the provisions
of ERISA), (iv) no source of Tenant's funds constitute "plan assets" as
defined in ERISA and within the meaning of 29 C.F.R. Section 2510.3-101, or
assets of any government plan within the meaning of Section 3(32) of ERISA,
and (v) Tenant is not a "party in interest" with respect to The Prudential
Insurance Company of America. Tenant covenants that it will not intentionally
discontinue the status described herein during the Term, except may be
consented to by Landlord from time to time, in Landlord's sole and absolute
discretion, and that Tenant will re-certify the foregoing to Landlord within
ten (10) days after Landlord's written request.

Section 32.22. Waiver of Redemption. Tenant hereby expressly waives (to the
extent legally permissible), for itself and all persons claiming by, through
or under it, any right of redemption, or restoration of the operation of this
Lease, under any present or future law, including, without limitation, as
provided in Va. Code

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<PAGE> 52

Section 55-247, in the event Tenant shall ever be in Default hereunder and
Landlord shall terminate this Lease in accordance with the terms hereof, or in
the event Landlord shall obtain possession of the Premises as herein provided.
Notwithstanding anything to the contrary in this Lease, the Premises shall not
used in whole or in part for residential purposes, and shall not be redeemable
under any provision of law now or hereafter in effect.

Section 32.23. Notice to Lender; Cure by Lender. In the event of any Landlord
Default hereunder, Tenant shall, prior to taking any action in connection
therewith (including any action to remedy such Landlord Default), send to The
Prudential Insurance Company of America, 1200 K Street, NW, Suite 1000,
Washington, DC 20005 (or to any subsequent lender of which Tenant has
received written notice, including the address thereof), a notice specifying
the Landlord Default, whereupon such mortgagee shall have the right, but not
the obligation, to cure such Landlord Default on behalf of Landlord, and such
mortgagee shall be afforded the same amount of time to cure such Landlord
Default as is afforded to Landlord hereunder. Tenant shall have no right to
take any other action as a result of a Landlord Default unless and until
Tenant complies with the provisions of this paragraph.

WITNESS the following signatures and seals of Landlord and Tenant made as
of the date first hereinabove written.

LANDLORD:
--------

WEST*PARK ASSOCIATES LIMITED PARTNERSHIP

By: Eagle Management Corporation,
General Partner

By: /s/ G.T. HALPIN
-----------------------
G.T. Halpin, President

TENANT:
------

LLC, L.L.C.

By: /s/ RICHARD HOZIK
-----------------------
Richard Hozik,
Sr. Vice President and
Chief Financial Officer

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<PAGE> 1
EXHIBIT 10.24

DEED OF LEASE

BETWEEN

WEST*PARK ASSOCIATES LIMITED PARTNERSHIP

(Landlord)

AND

LCC, L.L.C.

(Tenant)

LANCASTER BUILDING
7927 Jones Branch Road
McLean, VA 22102
Fairfax County, Virginia

Dated May 17, 1996

<PAGE> 2

LEASE AGREEMENT

THIS DEED OF LEASE ("Lease") is made and entered into this 17th day of
May, 1996 (the "Effective Date"), by and between WEST*PARK ASSOCIATES LIMITED
PARTNERSHIP, a Virginia limited partnership ("Landlord") and LCC, L.L.C., a
Delaware limited liability company ("Tenant"), upon and in consideration of the
terms, covenants and conditions contained in this Lease (including all
Exhibits, Addenda and Riders hereto), to each and all of which Landlord and
Tenant hereby agree, the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.

WITNESSETH:

ARTICLE I

BASIC LEASE INFORMATION AND DEFINITIONS

Section 1.01. Each reference in this Lease to information and definitions
contained in this Section 1.01 shall have the respective meaning set forth in
this Section 1.01.

A. Premises: Approximately 10,245 rentable square feet of office space on
the lower level of the Building (described in Section 1.01.D, below), as
outlined on the floor plan attached hereto as Exhibit A.

B. Land: That certain parcel of real property situate, lying and being in
the County of Fairfax, Virginia, as the same is shown on Exhibit B attached
hereto.

C. Project: The Land, Building and all other improvements or other
structures located or constructed, or to be located or constructed, on the
Land.

D. Building: The building located on the Land, and commonly known as the
Lancaster Building, having a street address of 7927 Jones Branch Drive, McLean,
VA 22102.

E. Common Areas: Those certain areas and facilities of the Project
provided by Landlord for the use of tenants of the Project and their employees,
clients, customers, licensees and invitees, or for use by the public, including
without limitation all lobbies, entrances, exits, passenger and freight
elevators, loading docks, roadways, driveways, stairways, lavatories,
sidewalks, exterior ramps and parking facilities.

F. Commencement Date: That certain date on which the Term shall commence
and the Base Rent and other rents and charges payable hereunder shall

<PAGE> 3

first come due, as such date is determined pursuant to the provisions of
Article V hereof. The Commencement Date is anticipated to be July 1, 1997.

G. Expiration Date: June 30, 2002.

H. Term: That certain period of approximately five (5) years, beginning
on the Commencement Date and ending on the Expiration Date, unless earlier
terminated as provided herein.

I. Net Rentable Area of the Premises: Ten thousand two hundred forty-five
(10,245) rentable square feet, as stipulated by the parties hereto.

J. Net Rentable Area of the Building: One hundred twenty- one thousand
nine hundred sixty-six (121,966) rentable square feet.

K. Tenant's Pro Rata Share: Eight and Forty One-Hundredths percent
(8.40%).

L. Rent: Base Rent and Additional Rent.

M. Base Rent: The initial Base Rent shall be $153,675.00 per annum
($12,806.25 per month; $15.00 per square foot of Net Rentable Area of the
Premises).

N. Brokers: Carey Winston Company and Cushman & Wakefield of Virginia.

O. Landlord's Address for Notice:

WEST*PARK ASSOCIATES LIMITED PARTNERSHIP
c/o G.T. Halpin
1600 Anderson Road
McLean, VA 22102

with a copy to:

WEST*GROUP, Inc.
ATTN: General Counsel
1600 Anderson Road
McLean, VA 22102

P. Landlord's Address for Payment:

WEST*PARK ASSOCIATES LIMITED PARTNERSHIP
c/o WEST*GROUP Accounting
1600 Anderson Road

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<PAGE> 4

McLean, VA 22102

Q. Tenant's Address for Notice:

Prior to Commencement Date:

2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Attention: Facilities Manager (with a copy to the General Counsel)

After Commencement Date:

7925 Jones Branch Drive
McLean, Virginia 22102
Attention: Facilities Manager (with a copy to the General Counsel)

R. Security Deposit: $12,806.25, to be held by Landlord in accordance
with the provisions of Article VII hereof.

S. Permitted Uses: General office purposes, light manufacturing and
assembly, laboratory uses, research and development, shipping and receiving,
cell site development, software development and such uses as are ancillary or
related to Tenant's business operation as a telecommunication company and which
comply with the applicable zoning requirements of Fairfax County.

ARTICLE II

PREMISES AND QUIET ENJOYMENT

Section 2.01. Premises. Landlord hereby leases and demises to Tenant,
and Tenant hereby leases and rents from Landlord, the Premises for the Term,
together with the right to use in common with others the Common Areas, subject
to all of the terms, covenants, and conditions contained herein. The exterior
walls, floor and ceiling and the area above and beneath the Premises are not
demised hereunder, and the use thereof, together with the right to install,
maintain, use, repair and replace pipes, ducts, conduits, wires, tunnels,
sewers and structural elements leading through the Premises in locations which
will not materially interfere with Tenant's use thereof and serving other parts
of the Project, are hereby reserved to Landlord; provided, however, that
Landlord may not materially, adversely interfere with Tenant's use and
occupancy of the Premises and its equipment therein.

Section 2.02. Quiet Environment. Tenant shall peaceably and quietly
have, hold and enjoy the Premises during the Term without hindrance,
disturbance or molestation from or by Landlord, subject, however, to (i) any
and all deeds of trust or mortgages to which this Lease is now or shall
hereafter be subordinate, (ii)

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<PAGE> 5

restrictive covenants, easements and other encumbrances now or hereafter
affecting the Project, (iii) governmental ordinances now or hereafter affecting
the Project, and (iv) Landlord's remedies upon the occurrence of a Default
(hereinafter defined) hereunder.

Section 2.03. The Project. Landlord represents and warrants to Tenant
that (a) Landlord owns fee simple title to the Project, free and clear of any
liens, encumbrances, restrictive covenants, and easements which would
materially, adversely affect Tenant's ability to use the Premises for the
purposes described in this Lease; (b) the Land is zoned C-3; (c) Landlord is a
limited partnership duly organized under the laws of the Commonwealth of
Virginia (the "Commonwealth") and in good standing in the Commonwealth, and has
full right, power and authority to execute, deliver and perform this Lease; (d)
the person executing this Lease on behalf of Landlord is authorized to do so by
any and all necessary actions by the limited partnership; and (e) as of the
date hereof, no litigation has been initiated or, to Landlord's actual
knowledge, threatened against Landlord or against the Project which, if
adversely determined, would-impair Landlord's ability to execute, deliver or
perform this Lease. Landlord further represents and warrants to Tenant that,
as of the Commencement Date and throughout the Term: (i) the Building
(including the Common Areas and all base Building systems) shall be in good
working condition, in a good state of repair and suitable for the uses
permitted by Tenant hereunder, and (ii) the Building shall comply with all
Legal Requirements (hereinafter defined).

ARTICLE III

PARKING

Section 3.01. Parking.

A. Throughout the Term, Landlord shall allocate to Tenant, for use by
Tenant and its employees, invitees and guests, Tenant's Pro Rata Share of
parking spaces located in the parking areas of the Project. Tenant shall have
the right to use the parking areas of the Project in common with the other
tenants of the Building, on an unassigned and unreserved basis, at no cost to
Tenant. Tenant and its employees shall have access to the parking lot
twenty-four (24) hours per day, each day of the year. Landlord reserves the
right to promulgate reasonable rules and regulations of general application for
the use of the parking spaces in accordance with Section 12.02, below.

B. Landlord represents that, as of the date hereof, the parking areas for
the Project contain approximately 496 parking spaces, and that, throughout the
Term, the parking areas for the Project shall contain at least 446 parking
spaces.

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<PAGE> 6

ARTICLE IV

IMPROVEMENTS

Landlord shall construct in the Premises the tenant improvements desired
by Tenant and approved by Landlord ("Tenant Improvements") in accordance with
the terms and timetable set forth in the Work Agreement attached hereto as
Exhibit E and made a part hereof (the "Work Agreement").

ARTICLE V

COMMENCEMENT DATE; DELIVERY OF POSSESSION

Section 5.01. Commencement Date. Subject to Section V of the Work
Agreement, the Commencement Date of the Term shall be the earlier of (i) the
date which is five (5) business days after the date on which all of the Tenant
Improvements have been completed in the Premises (or but for "Tenant Delay," as
defined in the Work Agreement, would have been completed) by Landlord and
Landlord has received the non-residential use permit for Tenant's occupancy of
the Premises (but in no event prior to July 1, 1997, unless otherwise agreed to
by both parties); or (ii) the date Tenant, or anyone claiming by, through or
under Tenant, commences use and occupancy of the Premises for the purpose of
conducting Tenant's business therein in the ordinary course.

Section 5.02. Commencement Notice. When the Commencement Date for the
Premises has been determined in accordance with the provisions of this Article
V, Landlord and Tenant shall execute a Commencement Notice in the form attached
hereto as Exhibit C; provided, however, that the failure of Landlord to prepare
and present the Commencement Notice to Tenant, or Tenant's failure to execute
the same, shall not affect Tenant's liability hereunder.

Section 5.03. Entry by Tenant. Prior to the Commencement Date, Tenant
shall have the right to enter the Premises at all reasonable times, subject to
Landlord's reasonable approval, for the purpose of inspecting the Premises and
the Tenant Improvements being constructed therein, and to install cabling,
wiring or telecommunication lines. Except as set forth above, Tenant may not
enter or occupy the Premises prior to the Commencement Date without Landlords
express written consent, which consent shall not be unreasonably withheld,
conditioned or delayed, and any early entry by tenant shall be subject to all
of the terms of this Lease; provided, however, that no early entry by Tenant as
set forth herein shall (i) constitute occupancy of the Premises for the purpose
of conducting Tenant's business therein in the ordinary course, (ii) change the
Commencement Date or the Expiration Date of the Lease, or (iii) trigger any
obligation of Tenant to pay Rent under this Lease.

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<PAGE> 7

ARTICLE VI

RENT

Section 6.01. Base Rent. Tenant hereby covenants and agrees to pay to
Landlord, during the Term, Base Rent, in equal monthly installments, in
advance, on the first day of each calendar month during the Term; provided,
however, that the first monthly installment shall be paid in advance on or
before the Commencement Date. For each month during the first Lease Year
(hereinafter defined), Tenant shall pay monthly Base Rent in the amount set
forth in Section 1.01(M) of the Lease. Tenant's obligation to pay Rent shall
survive the termination or expiration of this Lease.

Section 6.02. Base Rent Escalation. On the first day of the second (2nd)
Lease Year, and on the first day of each Lease Year thereafter during the Term
(each of such dates being hereinafter referred to as an "Adjustment Date"),
Base Rent payable under the Lease shall be increased by an amount equal to the
product of (i) the Base Rent in effect immediately prior to the applicable
Adjustment Date (which Base Rent shall be annualized if the Lease Year is
shorter or longer than a calendar year, and which Base Rent shall not reflect
any rental abatement), multiplied by (ii) two percent (2%). The Base Rent, as
adjusted, shall be due and payable as of such Adjustment Date and on the first
(1st) day of each month thereafter until the next Adjustment Date or the end of
the Term of this Lease, whichever is applicable. As used herein, the term
"Lease Year" shall mean (i) for the first Lease Year, the period between the
Commencement Date and June 30, 1998; and (ii) for each Lease Year thereafter,
the twelve (12) month period beginning on July 1 and ending on June 30 of the
following calendar year.

Section 6.03. Definitions and Payments. All sums of money or charges
required to be paid by Tenant under this Lease other than Base Rent shall be
deemed Additional Rent hereunder and all remedies applicable to the non-payment
of Base Rent shall be applicable hereto. All Rent shall be paid without prior
notice or demand therefor, and without any counterclaim, set-off, deduction,
recoupment, credit or defense whatsoever, it being understood and agreed that
Tenant's covenant to pay the Rent is hereby deemed to be, and shall be,
independent of the obligations of Landlord hereunder. All Rent payable by
Tenant to Landlord hereunder shall be payable in immediately available funds.
Any Additional Rent that relates to any default by Tenant shall be deemed
payable on the first day of the month next following such default except as
otherwise provided in this Lease. No payment by Tenant or receipt by Landlord
of a lesser amount than the amount then due of any sum required to be paid
hereunder by Tenant shall be deemed to be other than on account of the earliest
amount of such obligation then due. No endorsement or statement on any check
or letter or other communication accompanying a check for payment of any Rent
shall be deemed an accord and

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<PAGE> 8

satisfaction. No receipt and/or acceptance by Landlord of any sums shall be
deemed a waiver of any default by Tenant.

Section 6.04. Late Payment Charges and Interest. Tenant shall pay a late
charge of five percent (5%) of the amount of any monthly installment of Base
Rent not paid within ten (10) days of the due date; provided, however, that no
late charge shall be owing unless and until Tenant is more than ten (10) days
late in the payment of any installment of Base Rent more than once during any
twelve (12) month period during the Term. In addition to the foregoing late
charge, all past due payments of Base Rent shall bear interest from the date
which is thirty (30) days after Landlord makes written demand therefor until
paid by Tenant at the rate of interest ("Interest Rate") equal to two percent
(2%) above the prime rate of interest from time to time publicly announced by
Signet Bank/Virginia, or any successor thereof; provided, however, that the
interest sought to be imposed shall not exceed the maximum rate permitted under
Federal law or under the laws of the Commonwealth. Payment of a late charge
and interest shall not cure such default.

ARTICLE VII

DEPOSIT

Section 7.01. Security Deposit. Tenant agrees to pay the security
deposit listed in Section 1.01.R hereof (the "Deposit") to Landlord upon
execution of this Lease as security for the faithful performance by Tenant of
the terms and covenants of this Lease. Landlord shall maintain such Deposit in
a separate money market account and the interest thereon shall accrue to the
benefit of Tenant; provided, however, that such interest shall be considered
part of the Deposit to the extent Landlord desires to apply the Deposit on
account of a Default. The Deposit shall not be deemed by Tenant to constitute
Rent for any period. The Deposit (less any amount reasonably required to cure
a Default under this Lease) and all accrued interest shall be repaid to Tenant
within thirty (30) days after the termination of this Lease. Upon any
Default-by Tenant hereunder, all or part of the Deposit may, at any time and
from time to time, in Landlord's sole discretion, be applied on account of such
Default, and thereafter Tenant shall restore the resulting deficiency in the
Deposit within ten (10) days after Landlord's application thereof.

Section 7.02. Liability for Deposit. In no event shall any transferee of
any interest of Landlord in the Project, or any portion thereof, have any
liability or obligation whatsoever to Tenant or Tenant's successors or assigns
for the return of all or any part of the Deposit unless, and then only to the
extent that, such transferee receives all or any part of the Deposit. Landlord
shall transfer the Deposit to any transferee of Landlord's interest in the
Project.

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<PAGE> 9

ARTICLE VIII

SERVICES AND UTILITIES BY LANDLORD

Section 8.01. Services. Landlord covenants that throughout the Term, the
Project, including the Common Areas and Building systems, shall be managed,
operated and maintained in a first-class manner consistent with similar office
buildings in Fairfax County, Virginia, and Landlord shall provide first-class
services to Tenant. As used herein, the phrase "similar office buildings"
shall refer to office buildings of a type, age, use and construction similar to
the Building. Throughout the Term, Landlord shall furnish the Building and the
Premises with: (i) passenger and freight elevator service, twenty-four (24)
hours per day, seven (7) days a week, in common with other tenants for access
to and from the Premises, provided that Landlord may reasonably limit the
number of elevators to be operated after Normal Business Hours (hereinafter
defined) and on Saturdays, Sundays, and Holidays (hereinafter defined), and
that Landlord may remove temporarily from service one (1) elevator at a time
for routine maintenance, and may remove from service more than one (1) elevator
at a time if necessary to address safety concerns, provided that at least one
(1) elevator shall remain in service at all times (except in the case of
emergency), and all elevator service shall be undertaken as expeditiously as
possible; (ii) janitorial cleaning services after Normal Business Hours Monday
through Friday (except Holidays) of first-class quality and quantity consistent
with similar office buildings in Fairfax County, Virginia, and in accordance
with the cleaning specifications attached hereto as Exhibit F and made a part
hereof by this reference; (iii) window washing; (iv) replacement, as necessary,
of all lamps and ballasts in all two (2) foot by two (2) foot, or two (2) foot
by four (4) foot light fixtures (or their equivalents) located within the
Premises; (v) such repainting, repair and maintenance to maintain the Project
(including the Common Areas, all base Building systems, the parking areas and
Land) in good operating condition and repair; (vi) access to the Building and
the Premises twenty-four (24) hours a day, seven (7) days a week; (vii) Common
Area lighting, twenty-four (24) hours a day, seven (7) days a week; (viii)
removal of snow and ice from all sidewalks, the parking lots and all Common
Areas; (ix) intentionally deleted; (x) landscaping; (xi) loading docks and
related areas for use by Tenant in common with other tenants in the Building;
(xii) maintenance of the parking facilities; (xiii) trash collection and
recycling in the Premises; (xiv) a building directory in the main lobby; (xv)
vermin extermination; and (xvi) the utility services provided for in Article 8,
below. As used herein, the term "Normal Business Hours" means, Monday through
Friday; 8:00 a.m. to 7:00 p.m. and Saturdays, 8:00 a.m. to 12:00 p.m.
(exclusive of Holidays). As used herein, the term "Holidays" shall mean New
Years Day, President's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Landlord shall provide a directory in the
first floor lobby of the Building, at its expense, upon which Landlord, at
Landlord's expense, will include Tenant's name. Landlord shall also provide,
at Landlord's expense, a proportionate

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<PAGE> 10

share (based on the Rentable Area of the Premises) of directory strips for
Tenant. Such listing strips shall in all respects (including but not limited
to type size, type face and illumination) have the stature of, and be as
prominent and distinctive as, the listing strips of any other tenant in the
Building. Tenant shall have the freedom, consistent with the terms of this
Lease, applicable building codes and the aesthetic standards of similar-type
buildings, and subject to Landlord's approval (which shall not unreasonably be
withheld), to decide upon, select and install all graphics, logos, wall
coverings, wall decorations, and other elements of decor at its suite entry.

Section 8.02. Water, Heating, Ventilating and Air Conditioning.

A. Throughout the Term, Landlord shall furnish Tenant with the following
utilities in the manner and to the extent consistent with modern office
buildings in Fairfax County, Virginia: (1) potable water as reasonably required
for Tenant's activities including normal lavatory use (hot and cold water in
these areas), kitchens, laboratory functions and all other uses undertaken in
the Premises; (2) heating, ventilating, and air-conditioning during Normal
Business Hours in accordance with the performance specifications set forth on
Exhibit G, below (the "HVAC Specifications") and sufficient for Tenant's
comfortable use and occupancy of the Premises; and (3) electric lighting for
Common Areas and special service areas of the Building. If Tenant requires
HVAC service outside of the Normal Business Hours, Tenant may obtain the
additional service by notifying Landlord at least twenty four (24) hours prior
to the requested additional service and Tenant will pay for such service at the
rate based on Landlord's actual out-of-pocket cost of furnishing same. The
service shall be provided on a floor by floor basis; provided, however, that if
the same after-hours service is also requested by another tenant on the same
floor of the Building as the Premises, Landlord's cost therefor to each tenant
requesting such after-hours service shall be a pro-rated amount based upon the
square footage of the leased premises of all tenants on the same floor
requesting such after-hours services. Landlord's current hourly cost for
providing HVAC service on days and times other than Normal Business Hours is
approximately $30.00. Tenant shall pay such charges to Landlord within fifteen
(15) days after Tenant's receipt of an invoice therefor.

B. Landlord shall maintain in good order and repair the existing HVAC
system serving the Building and the Premises, and shall rebalance the system
within the Premises at Landlord's sole cost and expense upon the completion of
the Tenant Improvements. Thereafter, Landlord shall rebalance the system as
necessary throughout the Term. Throughout the Term: (1) the HVAC system shall
maintain the operating capacity described on the HVAC Specifications; and (2)
Landlord shall be responsible for maintaining comfortable atmospheric
conditions (including temperature levels and humidity levels) in the Premises
and the Building during each season of the year. Landlord represents to Tenant
that, to Landlord's knowledge, the base HVAC system is of sufficient quality
and capacity to

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<PAGE> 11

deliver to the Premises such amounts of chilling capacity, heating capacity and
air handling capacity sufficient to maintain the temperature and humidity
levels set forth on Exhibit G attached hereto.

C. Landlord shall not be responsible for maintaining in the Premises the
atmospheric conditions set forth on Exhibit G if the conditions are
uncomfortable due to: (i) Tenant's installation of partitions or other
installations in locations which interfere with the proper operation of the
system of interior climate control; (ii) Tenant's failure to install
supplemental cooling in conference, meeting or assembly rooms where the
occupancy levels are such that supplemental cooling would reasonably be
required; or (iii) Tenant's concentration of high BTU equipment in specific
areas which requires excess cooling capacity. If Tenant desires additional
cooling to offset excessive heat generated by such excess electrical usage,
Landlord shall have the right to install supplemental air conditioning units in
the Premises, and the full cost thereof, including the cost of installation of
unit(s) and meter(s), operation and use, will be paid by Tenant to Landlord on
demand. Tenant will be required to maintain any supplemental air conditioning
units installed pursuant to this Section 8.02.

D. Tenant shall have the right to use any supplemental HVAC system(s) or
equipment currently located within the Premises in connection with its
installation of the Tenant Improvements or as Tenant shall otherwise reasonably
determine. Further, subject to compliance with all applicable Legal
Requirements, and Landlord's prior approval in its reasonable discretion,
Tenant may install such supplemental HVAC systems or equipment in or for the
benefit of the Premises as Tenant shall, in its reasonable discretion,
determine to be necessary or advisable. Tenant shall be responsible, at its
sole cost, for operating (including the cost of electricity registered on the
submeters installed pursuant to Section 8.03.B hereof), maintaining and
repairing any supplemental HVAC unit installed by Tenant in the Premises.

Section 8.03. Electricity.

A. Throughout the Term, Landlord will furnish to the Premises power for
lighting and for personal desktop computers, typewriters, word processors,
calculating machines, copying machines, and other office equipment commonly
found in similar office buildings. Landlord represents that the electric
service serving the Premises is sized to accommodate a connected load (with
normal diversity) of 3.5 watts per square foot of Net Rentable Area in the
Premises for Tenant's use in convenience outlets. Landlord will also replace
lamps and maintain building standard fluorescent light fixtures in the Premises
and in all public areas of the Building. Tenant will not install or operate in
the Premises any electrical equipment or machinery where load capacity exceeds
the electrical capacity of the Premises, without first obtaining prior written
consent of Landlord, which shall not be unreasonably withheld, conditioned or
delayed; provided, however, that Landlord

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<PAGE> 12

may require, as a condition of its consent to the installation of such
equipment or machinery, payment by Tenant, as Additional Rent, for the cost of
excess consumption of electricity that may be occasioned by the operation of
said equipment or machinery. Upon reasonable prior notice, Landlord may make
periodic inspections of the Premises at reasonable times to determine that
Tenant's electrically operated equipment and machinery complies with the
provisions of this Section.

B. The cost of electrical consumption and demand charges, as measured by
submeters installed at Tenant's expense, for: (i) all supplemental HVAC units
(other than those serving standard office-type conference rooms) serving the
Premises, and (ii) all extraordinary heat-generating electrical components in
the rooms serviced by supplemental HVAC systems (including but not limited to
components installed in computer rooms and rooms with raised floors, but
expressly excluding all personal computers and other ordinary types of office
equipment), shall be paid for by Tenant as a direct charge (and not as an
Operating Expense).

C. If it is determined that Tenant's use of electricity in the Premises is
extraordinary in amount, then Tenant shall pay to Landlord (or the utility
company if direct service is provided by such company) promptly upon demand
therefor, for all such excessive electrical consumption and demand.

Section 8.04. Utility Suppliers. Landlord's obligation to furnish
electrical and other utility services shall be subject to the rules and
regulations of the supplier of such electricity or other utility services and
the rules and regulations of any municipal or other governmental authority
regulating the business of providing electricity and other utility services.

Section 8.05. Failure of Services or Utilities. No failure to furnish,
or any stoppage of, the services or utilities referred to in this Article VIII
resulting from any cause shall make Landlord liable in any respect for damages
to any person, property or business, or be construed as an eviction of Tenant,
or except as set forth immediately below, entitle Tenant to any abatement of
Rent or other relief from any of Tenant's obligations under this Lease.
Notwithstanding the foregoing, if, for reasons within Landlord's reasonable
control, any failure, malfunction, interruption or stoppage in services or
utilities continues for three (3) consecutive days and thereby causes the
Premises (or portion thereof) to be Untenantable (hereinafter defined), then
Tenant shall be entitled to a full or partial abatement (depending on whether
all or a portion of the Premises are Untenantable) of Base Rent, commencing on
the date of the failure, malfunction, interruption or stoppage of services, and
continuing until the date such service is corrected or restored. As used
herein, the term "Untenantable" means unsuitable for use (as determined by a
reasonable third party) for the conduct of Tenant's normal business operations.

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ARTICLE IX

OPERATING COSTS

Section 9.01. Tenant's Operating Costs Payment. Commencing on July 1,
1998 and continuing thereafter throughout the Term, Tenant shall pay to
Landlord, as Additional Rent, for each calendar year or fractional calendar
year during the Term, an amount ("Tenant's Operating Costs Payment") of money
equal to Tenant's Pro Rata Share of Operating Costs (hereinafter defined)
during any calendar year in excess of the Base Operating Costs (hereinafter
defined), such amount to be calculated and paid as follows:

A. At the beginning of calendar year 1998 and at the beginning of each
calendar year thereafter, Landlord shall furnish Tenant with an estimate
("Estimate") of Tenant's Operating Costs Payment for the forthcoming calendar
year. On the first day of each calendar month during such year (except for
calendar year 1998, when such payments shall not begin until July) Tenant shall
pay to Landlord one-twelfth (1/12th) of Tenant's estimated Operating Costs
Payment as shown on the Estimate. If for any reason Landlord has not provided
Tenant with the Estimate at the beginning of any year during the Term, then
Tenant shall continue to pay Tenant's Operating Costs Payment payable for the
previous year, and promptly after receipt of Landlord's Estimate, Tenant shall
pay to Landlord any deficiency between the monthly amounts actually paid for
such year and the monthly amount due in accordance with Landlord's Estimate for
such year. The foregoing notwithstanding, Landlord shall have the right from
time to time during any year to reasonably adjust such Estimate.

B. At the beginning of calendar year 1998 and at the beginning of each
calendar year thereafter, Landlord shall furnish Tenant with a statement of the
actual Operating Costs for the preceding calendar year (the "Expense
Statement"). The Expense Statement shall include (i) a line item for each
category included in Operating Costs and the amount thereof, (ii) any gross-up
calculation made pursuant to Section 9.05, below, (iii) receipts for any Real
Estate Taxes, and (iv) such supporting documentation regarding Operating Costs
as Tenant shall reasonably require. Within thirty (30) days after Landlord's
delivery of the Expense Statement, Tenant shall make a lump sum payment to
Landlord in the amount, if any, by which Tenant's Pro Rata Share of increases
in Operating Costs for such preceding calendar year over Base Operating Costs,
as shown on Landlord's statement, exceeds the aggregate of the monthly
installments of Tenant's Operating Costs Payments paid during such preceding
calendar year. If Tenant's Pro Rata Share of increases in Operating Costs over
Base Operating Costs, as shown on Landlord's statement, is less than the
aggregate of the monthly installments actually paid by Tenant during such
preceding year, then Landlord shall apply such amount to the next accruing
installment(s) of Rent due from Tenant until fully credited to Tenant (or shall
be paid to Tenant with the delivery of the statement if

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<PAGE> 14

the Term shall have expired or otherwise terminated). The parties' obligations
under this Article IX shall survive the expiration or earlier termination of
the Lease.

C. Tenant shall have the right, at Tenant's expense except as otherwise
provided herein, to examine, to copy and to have an audit conducted of all
books and records of Landlord pertaining to any Expense Statement. If Tenant
elects to hire any third party to assist it with such inspection or audit, such
third party must be a certified public accountant or accounting firm working on
an hourly rate (and not a contingency fee) basis. In the event that Tenant
disputes any of Landlord's determinations set forth in the Expense Statement
and Landlord does not justify same to Tenant's sole satisfaction, Tenant may
deliver written notice of such dispute (setting forth in reasonable detail the
basis for Tenant's dispute) within fourteen (14) months of Tenant's receipt of
any Expense Statement, except for the Expense Statement delivered in early
1998, with respect to which Tenant shall have twenty-six (26) months in which
to deliver notice of any dispute. Such audit and inspection shall be conducted
at a time and place reasonably acceptable to Landlord during normal business
hours. If the amount paid by Tenant to Landlord exceeded the amounts to which
Landlord was entitled hereunder, Landlord shall credit the amount of such
excess against the next installment of Rent due and payable hereunder after the
date on which Landlord is notified in writing of the error. In the event the
Tenant's Operating Costs Payment calculated by Landlord exceeds the correct
amount by more than five percent (5%), Landlord shall promptly reimburse Tenant
for the reasonable cost of Tenant's audit not to exceed $2,500.00. If the
results of such audit show that the Tenant's Operating Costs Payment calculated
by Landlord did not exceed the correct amount, then in such event Tenant shall
reimburse Landlord for the reasonable out-of-pocket costs incurred by Landlord
in connection with Tenant's audit, up to a maximum cost of One Thousand Five
Hundred Dollars ($1,500.00). In addition, if, as the result of Landlord's
reconciliation of its Expense Statement, or of any inspection, audit or review
of Landlord's books and records by Landlord, a tenant of the Building other
than Tenant or any other third party, it is determined that Tenant has
underpaid or overpaid Operating Costs for the previous calendar year, Landlord
shall promptly notify Tenant. In case of an overpayment, Landlord shall credit
the next payment of Rent by Tenant with an amount equal to such overpayment.
If this Lease shall have expired, Landlord shall apply the amount of the
overpayment against any sums due from Tenant to Landlord and shall refund any
remainder to Tenant within thirty (30) days after the amount of the overpayment
is determined. In the case of an underpayment discovered by an audit, Tenant
shall, within thirty (30) days after the amount of the underpayment is
determined, pay to Landlord an amount equal to such underpayment. Landlord
shall maintain its books and records relating to Operating Costs on the accrual
method of accounting, applied on a consistent basis throughout the Term.

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<PAGE> 15

D. A pro rata adjustment shall be made to Tenant's Pro Rata Share of
increases in Operating Costs over Base Operating Costs for the calendar year in
which the Term of the Lease ends, as necessary. Tenant shall pay that portion
of Tenant's Pro Rata Share of the increases in Operating Costs over Base
Operating Costs for such calendar year represented by a fraction, the numerator
of which shall be the number of days during such fractional year falling within
the Term, and the denominator of which is 365 (or 366, in the case of a leap
year). The provisions of this Section 9.01 shall survive the Expiration Date
or any sooner termination provided for in this Lease.

Section 9.02. Operating Costs.

A. For purposes of this Lease, the term "Operating Costs" shall mean any
and all reasonable and customary expenses, costs and disbursements which
Landlord pays, incurs or becomes obligated to pay in connection with the
operation, management, repair and maintenance of all portions of the Project.
All Operating Costs shall be determined according to generally accepted
accounting principles which shall be consistently applied. Operating Costs
include, but are not limited to, the following: (1) Wages, salaries, and fees
of all personnel (building manager or below) or entities engaged in the
operation, repair, maintenance, or security of the Project; (2) Cost of
performance by Landlord's personnel of, or of all service agreements for,
maintenance, janitorial services, alarm service, window cleaning, elevator
maintenance and landscaping for the Project; (3) All utilities for the Project,
including water, sewer, power, electricity, gas, fuel and lighting; (4) Cost of
all insurance for the Project which Landlord may carry from time to time
including, without limitation, insurance against vandalism, fire and extended
coverage insurance and liability insurance, together with all appraisal and
consultants' fees in connection with such insurance; (5) All Taxes (hereinafter
defined); (6) Legal and accounting costs incurred by Landlord or paid by
Landlord to third parties (exclusive of legal fees with respect to disputes
with individual tenants, negotiations of tenant leases, or with respect to the
ownership rather than the operation of the Project); (7) Cost of
non-capitalized repairs and general maintenance of the Project; (8) The
pro-rated amount (i.e., the percentage that the Rentable Area of the Premises
bears to the total rentable area of all buildings owned by Landlord in
WEST*PARK Office Park) of the fair market rental value of any management office
in WEST*PARK Office Park, provided that the cost thereof shall be included in
the Operating Expenses for the Base Year and is not in excess of the rental
value of comparable space in the Building, and the office is not used for
marketing purposes but is solely used in connection with the management of the
Building; (9) A management fee of three percent (3%) of gross revenue from the
office tenants of the Building; and (10) Amortization (as set forth below) of
the cost of improvements or equipment which are capital in nature and which (a)
are for the purpose of reducing Operating Costs of the Project, up to the
amount saved as a result of the installation thereof, as reasonably estimated
by Landlord, or (b) are required to comply with any Legal Requirement enacted
after the Effective Date

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<PAGE> 16

("Permitted Capital Costs"). All such Permitted Capital Costs, including
interest at eight percent (8%) per annum, shall be amortized on a straight line
basis over the useful life of the capital investment items, as reasonably
determined by Landlord in accordance with generally accepted accounting
principles. Notwithstanding the foregoing, beginning in calendar year 1998,
Controllable Costs (hereinafter defined) included in Operating Costs during any
calendar year shall not exceed Controllable Costs for the prior calendar year
by more than five percent (5%) in the aggregate. As used herein, the term
"Controllable Costs" shall mean those expenses for the following planned
services and scheduled preventative maintenance that are contracted for on an
annual basis: (i) wages and other payroll expenses for employees who undertake
the maintenance and repair of the Building; (ii) supplies and other general
office expenses; (iii) annual service contracts for janitorial and cleaning
services, exterminating, grounds maintenance, landscaping and trash removal;
(iv) annual service contracts for preventative maintenance of elevators, HVAC
and electrical systems; and (v) Landlord's central accounting costs and the
annual audit of Operating Costs, if any.

B. Notwithstanding any other provision of this Lease, Operating Costs
shall not include the following expenses:

(1) Costs of a capital nature (other than Permitted Capital Costs),
including, but not limited to, capital improvements, capital repairs, capital
equipment and capital tools, all in accordance with generally accepted
accounting principles;

(2) Repairs or other work occasioned by fire, windstorm or other insurable
casualty or by the exercise of eminent domain;

(3) Leasing commissions, attorneys' fees, costs and disbursements and
other expenses incurred in connection with negotiations or disputes with
present or prospective tenants or other occupants of the Building;

(4) Costs incurred in decorating, building-out or painting space for
specific tenants of the Building;

(5) Expenses in connection with services or other benefits of a type which
are not provided Tenant but which are provided to another tenant of the
Building;

(6) Costs incurred due to violation by Landlord or any tenant of the
Building of the terms and conditions of any lease for space in the Building;

(7) Interest or debt or amortization payments on any mortgage or mortgages
or ground rent;

(8) Payments of rent by Landlord to any ground lessor;

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<PAGE> 17

(9) Landlord's general overhead;

(10) Advertising and promotional expenditures with respect to the
Building;

(11) Any costs, fines or penalties incurred due to violations by Landlord
of any governmental rule or authority;

(12) Wages, salaries or other compensation paid to any employees above the
grade of building manager or compensation paid to partners, officers or
executives of Landlord;

(13) Rentals and other related expenses incurred in leasing
air-conditioning systems, elevators or other equipment ordinarily considered to
be of capital nature;

(14) Any cost or expense whatsoever arising from or related to any
clean-up of any Hazardous Materials (hereinafter defined), or any governmental
penalty of fines associated therewith, or compliance by Landlord with any
Environmental Laws (hereinafter defined), except if and to the extent that any
such clean-up, fines or cost of compliance resulted from a release or the
presence of any Hazardous Material in the Land or in the Building caused by
Tenant, its agents, employees, contractors, licensees or invitees;

(15) Intentionally deleted;

(16) Costs incurred in connection with the sale, financing, refinancing,
mortgaging or change of ownership of the Building or the Project, including
without limitation, brokerage commissions, attorneys, and accountants fees,
closing costs, title insurance premiums, transfer taxes and interest charges;

(17) Any and all loss, claim, damage, award, deductibles paid under any
insurance policies or other amount paid or payable by Landlord (including all
attorneys' fees, court costs and other costs incurred in connection therewith)
as a result or arising out of any act of negligence, breach of contract or
willful misconduct by Landlord or its agents, employees or contractors to the
extent not covered by insurance;

(18) Bad debt losses, rent losses or reserves for such losses;

(19) Non-cash items, such as deductions for depreciation and amortization
of the Building and the Building equipment (other than Permitted Capital
Costs);

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<PAGE> 18

(20) Expenses for the replacement of any item covered by warranty to the
extent Landlord receives funds from the warranty or the item is paid for by the
warranty company;

(21) Cost of repairs necessitated by Landlord's negligence or willful
misconduct, or the negligence or willful misconduct of any tenant (other than
Tenant) in the Building;

(22) Reserves;

(23) Fees paid to affiliates of Landlord (other than the management fee)
to the extent that any such fee exceeds what is commercially reasonable for the
services provided;

(24) Roof repairs which to the extent they constitute a capital
improvement and replacements;

(25) Artwork;

(26) Intentionally deleted;

(27) Intentionally deleted;

(28) Vault rentals;

(29) Costs of the design or initial construction of the Building or
Building systems or correcting any defects therein;

(30) Costs incurred in connection with the operation of concessions such
as (but not limited to) newspaper or cigarette stands;

(31) Consulting costs or expenses paid to an affiliate of Landlord which
are not directly related to Landlord's obligations hereunder;

(32) Intentionally deleted;

(33) Costs incurred in upgrading or modifying the Building to comply with
any handicap or life safety rules and regulations or other Legal Requirements
in effect prior to the Commencement Date, including without limitation the
Americans with Disabilities Act ("ADA"); and

(34) Costs arising from latent defects in the Building.

C. For purposes hereof, the term "Taxes" shall mean (i) all taxes,
assessments, and other governmental charges, applicable to or assessed against
the Project or any portion thereof (excluding any property of tenants therein,
including fixtures which may be removed by any such tenant) or applicable to or
assessed

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<PAGE> 19

against Landlord's personal property located at the Project and used in
connection therewith, whether Federal, state, county, or municipal and whether
assessed by taxing districts or authorities presently taxing the Project or the
operation thereof or by other taxing authorities subsequently created, or
otherwise, and (ii) any reasonable expenses incurred by Landlord in contesting
any taxes or the assessed valuation of all or any part of the Project. If at
any time during the Term Landlord shall be required to pay any charge which is
based upon rents from the Building, or the transactions represented by leases
or the occupancy or use of the Building, such charges shall be deemed to be
Taxes; provided, however, that any (i) capital gains, unincorporated business,
excess profit, gross receipts, inheritance, estate, gift, franchise,
corporation, income or net profits taxes or license fees, unless substituted
for real estate taxes or imposed as additional charges in connection with the
ownership of the Project, which may be assessed against Landlord or the Project
or both, (ii) transfer taxes assessed against Landlord or the Project or both,
(iii) penalties or interest on any late payments of Landlord, (iv) any fines or
penalties and interest on late payments of any real estate taxes which may be
assessed against Landlord or the Building, and (v) personal property taxes of
Tenant or other tenants in the Project shall be excluded from Taxes.

Section 9.04. Base Operating Costs. As used herein, the term "Base
Operating Costs" shall mean and refer to all Operating Costs incurred in
calendar year 1997 ("Base Year"), adjusted in accordance with the provisions of
Section 9.05, below.

Section 9.05. Adjustments. If the Building is not fully occupied
(meaning one hundred percent (100%) of the Net Rentable Area of the Building is
leased and occupied during 365 days of the year) during any calendar year of
the Term (including the Base Year), the actual Operating Coats shall be
adjusted for such year to an amount which Landlord reasonably estimates would
have been incurred had the Building been fully occupied.

ARTICLE X

ALTERATIONS

Section 10.01. Alterations. Tenant shall not, at any time during the
Term, without Landlord's prior written consent (which shall not be unreasonably
withheld, delayed or conditioned), except as set forth below, make any
alterations, repairs or improvements in or to the Premises (the "Alterations").
Should Tenant desire to undertake any Alterations, Tenant shall, before
beginning such work, submit all plans for same to Landlord for Landlord's
written approval, which approval shall not be unreasonably withheld,
conditioned or delayed. Landlord agrees to approve or reject the proposed
Alterations within ten (10) business days after receipt of plans therefor. If,
upon the expiration of said ten (10) day period, Landlord has failed to respond
to Tenant regarding the proposed Alteration, and if

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<PAGE> 20

the proposed Alteration does not affect the Premises in a manner described in
clauses (i), (ii) or (iii) below, then Landlord shall be deemed to have
consented thereto. If, upon the expiration of said ten (10) day period,
Landlord has failed to respond to Tenant regarding the proposed Alteration, and
if the proposed Alteration does affect the Premises in a manner described in
clauses (i), (ii) or (iii) below, Tenant shall notify Landlord in writing that
Landlord has not yet responded to Tenant regarding the proposed Alteration.
If, upon the expiration of the five (5) day period following Landlord's receipt
of such notice, Landlord has still failed to approve or reject the proposed
Alteration, then Landlord shall be deemed to have consented thereto. Landlord
shall not be considered as unreasonably withholding its approval by refusing to
consent to any Alterations which would (i) alter the exterior of the Building
or the appearance of the Common Areas; (ii) affect the structure of the
Building or cause damage to, or interfere with the operation of, any Building
system; or (iii) violate any underlying ground lease or deed of trust or
mortgage. Notwithstanding the foregoing, Landlord's consent shall not be
required for any Alterations for a building permit is not required by law,
provided that in all events Landlord's consent shall be required for any
Alteration described in clause (i), (ii) or (iii) in the immediately preceding
sentence. With respect to all Alterations for which Landlord's approval is not
required, Tenant shall nevertheless provide Landlord with written notice of the
proposed Alterations, along with any plans prepared by Tenant or its architect
or engineer(s) describing such Alterations. Upon Tenant's receipt of
Landlord's written approval, if required, or delivery of Tenant's notice (where
Landlord's approval is not required), Tenant may proceed with the construction
of the approved Alterations, but only so long as they are in substantial
compliance with the plans provided by Tenant and with the provisions of this
Section 10. Additionally, the construction of any Alterations, the Alterations
themselves, or any maintenance thereof shall comply with all building, safety,
fire, plumbing, electrical and other codes, governmental requirements
(including but not limited to the ADA, all regulations issued thereunder and
the Accessibility Guidelines for Buildings and facilities issued pursuant
thereto, as the same are in effect on the date hereof and may be hereafter
modified, amended or supplemented) and insurance requirements, and shall not
require an amount of water, electricity, gas, heat, ventilation or
air-conditioning which exceeds the standards set forth in this Lease unless
prior written arrangements reasonably satisfactory to Landlord are made with
respect thereto. All Alterations shall be made at Tenant's expense by Tenant's
contractors which have been in advance by Landlord (which approval shall not be
unreasonably withheld, delayed or conditioned). Tenant shall pay the
reasonable out-of-pocket costs incurred by Landlord to unrelated third parties
in connection with the review of the plans for such work. All such
construction shall be completed promptly and in a good and workmanlike manner.
Notwithstanding the foregoing, the approval and construction of the Tenant
Improvements shall be governed by the terms of the Work Agreement, rather than
the provisions set forth in this Article X.

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<PAGE> 21

Section 10.02. Mechanic's Liens. In the event that any mechanic's lien
is filed against the Premises or the Project as a result of any services or
labor provided, or materials furnished, by or on Tenant's behalf, or claimed to
have been provided by or on Tenant's behalf (other than the Tenant
Improvements), Tenant shall (i) immediately notify Landlord of such lien, and
(ii) within ten (10) calendar days after the filing of any such lien, discharge
and cancel such lien of record, by payment or bonding in accordance with the
laws of the Commonwealth, all at Tenant's sole cost and expense.

Section 10.03. Removal. All Alterations (including the Tenant
Improvements) made to the Premises shall be Landlord's property and shall not
be removed from the Premises; provided, however, that Tenant shall have the
right to remove any Alterations (other than the Tenant Improvements) which
Tenant advises Landlord, at the time of installation, or at the expiration of
the Term, that Tenant to remove. Notwithstanding the foregoing, upon the
expiration or earlier termination of this Lease, Tenant shall, at Tenant's
expense, remove any Alterations (expressly excluding the Tenant Improvements
and any ceilings, lights, telephone or electrical outlets, cabling, demising
walls, partitions and finishes, if any, installed by Tenant) from the Premises
if Landlord gives Tenant written notice to do so at the time Tenant requests
Landlord's approval of the Alterations.

ARTICLE XI

REPAIRS

Section 11.01. By Landlord. Landlord shall keep and maintain the Project
in good, clean, safe and sanitary condition and in a good operating condition
and first class state of repair and decoration in keeping with the commercially
reasonable standards for similar type office buildings. Landlord shall repair,
replace and maintain as and when necessary: (i) the roof, exterior walls,
floors (excluding floor coverings) and all other structural components of the
Building (regardless of whether or not in the Premises); (ii) all Building
systems (whether or not located within the Premises) and those systems required
in order to provide the elevator, plumbing, electrical, HVAC (other than any
supplemental HVAC) and other services to be furnished by Landlord pursuant to,
and in accordance with the standards and specifications set forth in, this
Lease; (iii) all exterior portions of the Building, including the windows,
balconies and roof; (iv) all Common Areas of the Project; and (v) all exterior
improvements to the Land including without limitation curbs, driveways, parking
areas, sidewalks, lighting, exterior signs, ditches, shrubbery, landscaping and
fencing. Landlord shall promptly comply throughout the Term with all Legal
Requirements applicable to the Project, except those relating solely to
Tenant's use and occupancy of the Premises. In addition, Landlord covenants
with Tenant that Landlord shall proceed with due diligence to remedy, as
promptly as is reasonably feasible under the circumstances, any

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<PAGE> 22

interruption of services referred to in Section 8.05, above. Except for any
damage to the Premises caused by the negligence of Landlord, its agents,
employees or contractors, or as otherwise provided in Section 14 of this Lease,
Landlord shall not be required to make repairs to leasehold improvements made
by Tenant, or by Landlord on behalf of Tenant, or to make repairs to wear and
tear within the Premises. Tenant agrees to deliver notice to Landlord, as
promptly as is reasonable under the circumstances, of any defective condition
in or about the Premises known to Tenant which Landlord is required to repair
hereunder; provided, however, that Tenant's failure to report to Landlord any
such defective condition shall not relieve Landlord of Landlord's obligation to
repair any such defective condition promptly upon learning of the need for such
repair. In no event shall Landlord have any obligation to maintain, repair or
replace any furniture, furnishings, fixtures or personal property of Tenant
except to the extent any damage thereto is caused by Landlord or its employees,
agents or contractors.

Section 11.02. By Tenant. Tenant shall keep the Premises (including the
Tenant Improvements) in good order and in a safe, neat and clean condition.
Tenant shall not perform any maintenance or repair work or make any replacement
in or to the Premises without prior written notice to Landlord.

ARTICLE XII

CONDUCT OF BUSINESS BY TENANT

Section 12.01. Use of Premises. Tenant shall use and occupy the Premises
during the Term solely for the Permitted Uses set forth in the Basic Lease
Information and for no other purpose. Landlord acknowledges that such required
uses may require special installations or modifications by Tenant to adapt the
Building to such uses such as, by way of example and not of limitation,
providing for additional ventilation and/or installing supplemental HVAC units
or systems. Landlord hereby agrees that its consent to any alterations which
are requested by Tenant in connection with the uses permitted hereunder shall
not be unreasonably withheld, conditioned or delayed, provided such Alterations
do not violate applicable Legal Requirements. If any governmental licenses or
permits shall be required for the proper and lawful conduct of Tenant's
business in the Building, then Tenant shall procure and maintain same at
Tenant's expense.

Section 12.02. Operation of Business. Tenant covenants and agrees that,
in the operation of its business within the Premises, Tenant will (i) pay
before delinquency, any and all taxes, assessments and public charges levied,
assessed or imposed upon Tenant's business, Tenant's leasehold interest, or
Tenant's fixtures, furnishings or equipment in the Premises, and pay when due
all such license fees, permit fees and charges of a similar nature for the
conduct by Tenant or any subtenant; (ii) observe the Rules and Regulations
attached hereto as Exhibit D and all other reasonable rules and regulations
established by Landlord from time to

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<PAGE> 23

time, provided Tenant shall be given notice thereof; and (iii) not use any of
the Common Areas for storage.

Section 12.03. Care of Premises. Tenant agrees that it will not place a
load on the floor exceeding one hundred (100) pounds per square foot (live
load) (including tenant partitions), and will not install, operate or maintain
in the Premises any equipment in excess of such load requirements.

Section 12.04. Signage. Tenant shall have the right, at Tenant's and
expense, to install one or more suite entry graphics, in a style and
location(s) reasonably approved by Landlord, identifying Tenant and Tenant's
suite number(s) at the entry(s) to the Premises. Aside from the suite entry
graphics referred to above, and interior signage that is not visible from
outside of the Premises, Tenant shall not have the right to maintain or install
any sign at the Project. Upon termination of this Lease, Tenant shall remove
any sign installed pursuant to this Section 12.04 and shall repair any damage
caused thereby.

Section 12.05. Legal Requirements.

A. Subject to Landlord's obligations under this Lease, including without
limitation those set forth in Section 12.05.B hereof, Tenant shall, at its sole
cost and expense, from and after the Commencement Date, promptly and faithfully
(i) comply with all present and future Legal Requirements relating to Tenant's
use and occupancy of the Premises; (ii) comply with the provisions of the ADA
as it applies to the Premises; (iii) comply with the requirements of the local
board of fire underwriters with respect to the Premises; and (iv) indemnify
Landlord and hold Landlord harmless from any actual cost, claim or expense
which Landlord may incur or suffer by reason of Tenant's failure to comply with
its obligations under clauses (i), (ii), or (iii), above. If Tenant receives
notice of any such direction or of violation of any Legal Requirement, Tenant
shall promptly notify Landlord thereof.

B. Landlord shall make any repairs, improvements, alterations or physical
changes required in or to the Building (excluding the Premises, but expressly
including the Building structure, all base Building systems and the Common
Areas) and/or the Land to comply with all Legal Requirements applicable to the
Project, including the ADA. The foregoing repairs, improvements and
alterations shall be made at Landlord's sole cost and expense, except with
respect to Permitted Capital Costs, which shall be passed-through as Operating
Costs pursuant to Article IX hereof. Landlord shall indemnify and hold
harmless Tenant from and against any actual cost, claim or expense which Tenant
may incur or suffer by reason of Landlord's failure to comply with any Legal
Requirements.

C. As used in this Lease, the term "Legal Requirements" shall mean all
statutes, laws, ordinances, rules, regulations, directives, orders and
requirements (including without limitation recycling requirements, and the
provisions of any Environmental Laws, the ADA, the BOCA Code, the Virginia
Statewide Uniform

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<PAGE> 24

Building Code, the Fairfax County Code and the regulations implementing the
same), whether or not now existing, and of all governmental, quasi-governmental
or regulatory authorities (including police, fire, health and environmental
authorities or agencies), which are applicable to the Project.
(Notwithstanding the fact that the term "Legal Requirements" includes statutes,
law, etc. not now existing, Landlord's and Tenant's respective to pay for the
cost of effecting compliance with Legal Requirements which do not become
effective until after the date of this Lease shall be as set forth elsewhere in
this Lease.)

ARTICLE XIII

INSURANCE AND INDEMNITY

Section 13.01. Insurance to be Procured by Landlord. Landlord agrees,
throughout the Term hereof, to obtain and maintain in effect at all times, the
following insurance:

A. Commercial general liability insurance coverage on an "occurrence
basis" against claims in or about the Building (other than the Premises) for
personal injury including, without limitation, bodily injury, death and broad
form property damage, in limits of $1,000,000 per occurrence and a $2,000,000
aggregate;

B. Property damage insurance, covering the Building and the Tenant
Improvements (but expressly excluding any alterations made by Tenant after the
Commencement Date and all of Tenant's personal property), providing "all-risk"
coverage in an amount equal to the full replacement value of the insured
property;

C. Workmen's Compensation and Employer's Liability insurance in terms and
amounts required by law; and

D. Excess liability coverage in the amount of Five Million Dollars
($5,000,000.00) which will be in the form of, and respond to the coverages
described in, Sections 13.01(a) through (c), above, and any other types of
insurance coverage Landlord elects to obtain.

Section 13.02. Insurance to be Procured by Tenant. Tenant, at Tenant's
sole cost and expense, shall obtain and maintain in effect at all times during
the term of this Lease, policies providing for the following coverage:

A. Property Insurance. Policies of insurance covering Tenant's fixtures
and equipment installed and located in the Premises (but expressly excluding
the Tenant Improvements), and in addition thereto, covering all of the
furnishings, merchandise and other contents in the Premises, for the full
replacement value of said items. Coverage should at least insure against any
and all perils included

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<PAGE> 25

within the classification "Fire and Extended Coverage" under insurance industry
practice in the Commonwealth, together with insurance against vandalism,
malicious mischief and sprinkler leakage or other sprinkler damage. Any and
all proceeds of such insurance, so long as the Lease shall remain in effect,
shall be used only to repair or replace or pay for the items so insure.

B. Liability Insurance. A policy of commercial general liability
insurance, naming Landlord and any mortgagee of the Project as additional
insureds, protecting against any liability occasioned by any occurrence on or
about any part of the Project or the Premises, and containing contractual
liability coverage, with such policies to be in the minimum amount of One
Million Dollars ($1,000,000.00), per occurrence and Two Million ($2,000,000.00)
in the aggregate, written on an occurrence basis.

C. Tenant's Worker's Compensation Insurance. Worker's compensation or
similar insurance affording statutory coverage and containing statutory limits
as required under the local worker's compensation or similar statutes.

Section 13.03. General Provisions. All insurance policies herein to be
procured by each party shall (i) be issued by good and solvent insurance
companies licensed to do business in the Commonwealth and having a Best's
Rating of A:XI or better and (ii) be written as primary policy coverage and not
contributing with or in excess of any coverage which Landlord may carry.
Tenant's insurance policies shall insure and name Landlord and any mortgagee of
the Project as additional insureds as their respective interests may appear;
all such policies shall contain a provision that although Landlord and such
mortgagees are named insureds, Landlord and such mortgagees shall nevertheless
be entitled to recover under said policies for any loss, injury or damage to
Landlord, such mortgagees or their servants, agents and employees by reason of
the act or negligence of Tenant. Neither the issuance of any insurance policy
required hereunder, nor the minimum limits specified herein with respect to
insurance coverage, shall be deemed to limit or restrict in any way either
party's liability arising under or out of this Lease. With respect to each and
every one of the insurance policies herein required to be procured by Tenant,
on or before the Commencement Date and before any such insurance policy shall
expire, Tenant shall deliver to Landlord a duplicate original, a certified copy
or a certificate of insurance of each such policy or renewal thereof, as the
case may be, together with evidence of payment of all applicable premiums. Any
insurance required to be carried hereunder may be carried under a blanket
policy covering the Premises and other locations of Tenant, and if Tenant
includes the Premises in such blanket coverage, Tenant shall deliver to
Landlord, as aforesaid, a duplicate original or certified copy of' each such
insurance policy, or a certificate evidencing such insurance coverage on the
Premises. Each and every insurance policy required to be carried hereunder by
or on behalf of Tenant shall provide (and any certificate evidencing the
existence of each such insurance policy shall certify) that, unless Landlord
shall first have been given thirty (30) days prior written notice thereof:

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<PAGE> 26

(i) such insurance policy shall not be canceled and shall continue in full
force and effect, (ii) the insurance carrier shall not, for any reason
whatsoever, fail to renew such insurance policy, and (iii) no material changes
may be made in such insurance policy. The term "insurance policy" as used
herein shall be deemed to include any extensions or renewals of such insurance
policy. In the event that Tenant shall fail promptly to furnish any insurance
coverage hereunder required to be procured by Tenant, Landlord, at its sole
option, shall have the right, upon five (5) days written notice to Tenant, to
obtain the same and pay the premium there for a period not exceeding one (1)
year in each instance, and the premium so paid by Landlord shall be immediately
payable by Tenant to Landlord as Additional Rent.

Section 13.04. Insurance Requirements. Provided that Landlord shall have
given Tenant notice of any such requirement, Tenant shall not knowingly do or
permit to be done any act or thing upon the Premises that will invalidate or be
in conflict with fire insurance policies covering the Project or any part
thereof, including all Common Areas, or fixtures and property therein, or any
other insurance policies or coverage referred to above in this section and
Tenant shall promptly comply with all rules, orders, or requirements, of the
Insurance Services Office having jurisdiction, or any similar body, in the case
of such fire insurance policies, and shall not do, or permit anything to be
done, in or upon the Premises, or bring or keep anything therein, which shall
increase the rate of fire insurance on the Project or any property, including
all Common Areas, located therein, or increase the rate or rates of any other
insurance referred to hereinabove applicable to the Project or any portion
thereof. If by reason of failure of Tenant to comply with the provisions of
this Section, the fire insurance rate, or the rate or rates of any other
insurance coverage referred to above, shall at any time be higher than it
otherwise would be, and if Landlord, at such time is obligated to, or has
elected to, obtain and maintain in effect any such insurance coverage, then
Tenant shall reimburse Landlord on demand as Additional Rent for that part of
all premiums for any insurance coverage that shall have been charged because of
such violation by Tenant and which Landlord shall have paid on account of an
increase in the rate or rates in its own policies of insurance. In any action
or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up"
of rate for the Premises issued by the Insurance Services Office having
jurisdiction, or similar body making fire insurance rates for the Premises or
property, in the case of the aforesaid fire insurance policies, and the
respective body or bureau establishing rates in the case of all of the other
aforesaid insurance policies, shall be conclusive evidence of the facts therein
stated and of the several items and changes in the fire insurance rate and
other insurance rates then applicable to the Project.

Section 13.05. Indemnification by Tenant. Tenant waives all claims
against Landlord, its employees, members and agents, for damage to any property
or injury to, or death of, any person, in, upon, or about the Project, arising
at any time and from any cause other than the negligence or willful misconduct
of Landlord, its agents, employees or contractors. Tenant shall indemnify and
hold harmless

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Landlord, its employees, members and agents, from any damage to any property or
injury to, or death of, any person to the extent that such damage, injury or
death is based upon or arises from, in whole or in part: (i) the use and
occupancy of the Premises by Tenant or its agents, employees or contractors,
including any business conducted therein; (ii) any negligence or willful
misconduct by Tenant or Tenant's agents; (iii) any breach by Tenant of its
obligations under this Lease; or (iv) any work done by Tenant's contractors in
the Building or on the Land, except to the extent that such damage, injury or
death arises out of or is caused by the negligence or willful misconduct of
Landlord, its agents, employees or contractors. Tenant's foregoing indemnity
obligation shall include reasonable attorneys' fees and all other costs and
expenses reasonably incurred by Landlord from the first notice that any claim
or demand has been made or may be made.

Section 13.06. Indemnification by Landlord. Landlord shall indemnify and
hold Tenant, its members, employees and agents, harmless from and against all
costs, damages, injury, claims, liabilities, expense (including attorneys'
fees, disbursements and actual costs), losses and court costs suffered by or
claimed against Tenant, or its members, employees or agents, directly or
indirectly, to the extent that such costs, damages, injury, liabilities or
claims are based upon or arise out of, in whole or in part: (i) the use of the
Project by Landlord; (ii) any negligence or willful misconduct by Landlord or
Landlord's employees, agents or contractors; (iii) any work done by Landlord's
contractors in the Building (including the Premises) or on the Land; or (v) the
presence of any Hazardous Materials in the Building or in, on or under the
Land, or the violation by Landlord of any Environmental Law, except if and to
the extent that any such costs, injury, damage or liability arises out of or is
caused by the negligence or willful misconduct of Tenant, its agents,
employees, representatives or contractors.

Section 13.07. Waiver of Subrogation. All policies covering real or
personal property which either party is obligated to obtain, or obtains,
pursuant to this Lease (excluding any builders risk policy), including all
property damage insurance and rental interruption insurance, if any, obtained
by Landlord, shall include, if possible, a clause or endorsement denying the
insurer any rights of subrogation against the other party to the extent rights
have been waived by the insured before the occurrence of injury or loss, if
same are obtainable. Landlord and Tenant waive any rights of recovery against
the other for damage or loss to any of its real or personal property (whether
or not such loss or damage is caused by the fault or negligence of the other
party or anyone for whom said other party may be responsible) which loss is, or
should have been, covered by fire, extended coverage, "all-risk" coverage or
similar policies maintained by such party under this Lease. In addition, all
insurance policies required hereunder by either party shall be issued by
insurers that are admitted and licensed to do business in the Commonwealth.

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ARTICLE XIV

DESTRUCTION OF PREMISES

Section 14.01. Destruction of Premises. Tenant shall give prompt notice
to Landlord in case of any fire or other damage or casualty to the Premises or
the Building about which Tenant is aware. If all or any portion of the
Premises or the Building is damaged or destroyed by fire or other casualty and
the Premises cannot reasonably be rebuilt or made fit for Tenant's purposes
within one (1) year of the damage or destruction, Tenant shall have the right,
at its option, to terminate this Lease by giving Landlord, within sixty (60)
days after such damage or destruction, written notice of termination. In the
event this Lease is terminated as provided in this Section 14.01: (i) the
entire proceeds of the insurance provided for in Section 13.01 hereof shall be
paid by the insurance company or companies directly to Landlord and shall
belong to, and be the sole property of, Landlord, (ii) the portion of the
proceeds of the insurance provided for in Section 13.02, which by the terms of
the Lease rightfully belongs to Landlord upon the termination of the Lease by
whatever cause shall be paid by the insurance company or companies directly to
Landlord, and shall belong to, and be the sole property of, Landlord, (iii)
Tenant shall immediately vacate the Premises in accordance with this Lease,
(iv) all Rent shall be apportioned and paid to the date of such damage, and (v)
Landlord and Tenant shall be relieved from any and all further liability or
obligation hereunder except as expressly provided in this Lease.

Section 14.02. Obligations to Rebuild. If all or any portion of the
Premises or the Building is damaged by fire or other casualty and this Lease is
not terminated in accordance with the provisions of Section 14.01 above, then
all insurance proceeds under the policies referred to in Sections 13.01 and
13.02 hereof that are recovered on account of any such damage by fire or
casualty, and are payable to Landlord pursuant to Section 14.01, above, shall
be made available for the payment of the cost of repair, replacing and
rebuilding, and as soon as practicable after such damage occurs Landlord shall,
using the proceeds provided for by Section 13.01 (and, to the extent
applicable, proceeds from insurance policies provided for by Section 13.02)
hereof, repair or rebuild the Premises and/or the Building or such portion
thereof to its or their condition immediately prior to such occurrence. In no
event shall Landlord be obligated to repair or replace Tenant's movable trade
fixtures, equipment or personality. In addition, Tenant shall, using the
proceeds of the insurance proceeds from policies provided for in Section 13.02
hereof, repair, restore and replace Tenant's movable trade fixtures,
personality and equipment in the manner and to the extent Tenant deems
advisable. If the aforesaid insurance proceeds under the insurance provided
for in Section 13.02 hereof shall be less than the cost of repairing or
replacing Tenant's movable trade fixtures, equipment and personality, or other
items required to be insured by Tenant pursuant to Section 13.02 hereof, Tenant
shall pay the entire excess cost thereof; and if such insurance

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proceeds shall be greater than the cost of such repair, restoration,
replacement or rebuilding, the excess proceeds shall belong to, and be the
property of, Tenant.

Section 14.03. Rent Abatement. In the event of any fire or other
casualty or damage to the Premises or the Building pursuant to the provisions
of Section 14.02 hereof, then there shall be abated an equitable portion of the
Rent during the existence of such damage until such damage has been repaired in
its entirety, based upon the portion of the Premises which is rendered
reasonably unfit for the conduct of Tenant's business in the ordinary course.
Except as may be specifically set forth in this Article XIV, Landlord shall not
be liable or obligated to Tenant to any extent whatsoever by reason of any fire
or other casualty damage to the Premises, or any damages suffered by Tenant by
reason thereof, or the deprivation of Tenant's possession of all or any part of
the Premises.

ARTICLE XV

CONDEMNATION

Section 15.01. Condemnation of Premises or Project. In the event that
all or substantially all of the Premises or the Project is taken or condemned
by condemnation or conveyance in lieu thereof (such taking, condemnation or
conveyance in lieu thereof being hereinafter referred to as "condemnation"),
the Term hereof shall cease and this Lease shall terminate on the earlier of
the date the condemning authority takes possession or the date title vests in
the condemning authority.

Section 15.02. Partial Taking of Project. In the event any portion of
the Project shall be taken by condemnation (whether or not such taking includes
any portion of the Premises), which taking in Landlord's reasonable judgment
results in a condition where the Project cannot be restored in an economically
feasible manner for use substantially as originally designed, then Landlord
shall have the right, at Landlord's option, to terminate this Lease, by written
notice to Tenant given within thirty (30) days of such taking and then this
Lease shall be terminated as of the date of such taking.

Section 15.03. Partial Taking of Premises. In the event that any portion
of the Premises shall be taken by condemnation, which taking in Tenant's
reasonable judgment shall materially interfere with Tenant's conduct of its
business operations in the Premises, then Tenant may terminate this Lease by
written notice to Landlord given within thirty (30) days of such taking and
then this Lease shall be terminated as of the date of such taking.

Section 15.04. Termination. In the event of termination of this Lease
pursuant to the provisions of Sections 15.01, 15.02 or 15.03, the Rent shall be
apportioned as of the date of such termination; provided, however, that those

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provisions of this Lease which are designated to cover matters of termination
and the period thereafter, or by their very nature covers such matters, shall
survive the termination hereof.

Section 15.05. Condemnation Award. All compensation awarded or paid upon
a condemnation of any portion of the Project shall belong to and be the
property of Landlord without participation by Tenant. Nothing herein shall be
construed, however, to preclude Tenant from prosecuting any claim directly
against the condemning authority for loss of business, loss of goodwill, moving
expenses, damage to, and cost of removal of, trade fixtures, furniture and
other personal property belonging to Tenant; provided, however, that Tenant
shall make no claim which shall diminish or adversely affect any award claimed
or recovered by Landlord.

ARTICLE XVI

ASSIGNMENT AND SUBLETTING

Section 16.01. Restrictions. Tenant shall not (a) sublet the Premises or
any portion thereof, or (b) transfer possession or occupancy of the Premises or
any portion thereof, or (c) transfer or assign this Lease or any interest
herein, except in accordance with the provisions of this Section 16.01. If
Tenant should desire to assign this Lease or sublet the Premises (or any part
thereof), Tenant shall give Landlord written notice of the proposed assignment
or sublease, specifying (i) the name, current address and business of the
proposed assignee or sublessee, (ii) the amount and location of the space
within the Premises proposed to be so subleased, (iii) the anticipated
effective date and duration of the assignment or subletting, (iv) the proposed
rent or other consideration to be paid to Tenant by such assignee or sublessee,
and (v) such other information as is reasonably required by Landlord. Landlord
shall have a period of fifteen (15) days following receipt of such notice
within which to notify Tenant in writing that Landlord elects: (A) to permit
Tenant to assign this Lease or sublet such space, provided that Tenant remains
unconditionally liable for Tenant's obligations under this Lease; or (B) to
refuse to approve Tenant's proposed assignment or sublease, provided that
Landlord's approval shall not be unreasonably withheld, conditioned or delayed.
Should Landlord fail to respond within such fifteen (15) day period, such
request by Tenant shall be deemed to have been approved by Landlord. Tenant
shall deliver to Landlord copies of all documents executed in connection with
any permitted assignment or sublease, which documents shall be in form
reasonably satisfactory to Landlord and which documents shall require such
assignee or sublessee to comply with all terms of this Lease on Tenant's part
to be performed (other than the payment of Rent, the terms of which shall be
governed by the instrument between Tenant and its transferee). No acceptance
by Landlord of any rent or any other sum of money from any assignee, sublessee
or other category of transferee shall be

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deemed to constitute Landlord's consent to any assignment, sublease or
transfer. In the event Landlord permits Tenant to sublet the Premises or
assign this Lease, and the rental rate thereunder exceeds the rental rate
hereunder, Tenant shall remit to Landlord as Additional Rent hereunder, as and
when Rent hereunder becomes due, fifty percent (50%) of the difference between
the amount by which (1) the rent due under the sublease or assignment, exceeds
(2) the Rent due hereunder, increased by the actual expenses Tenant incurs in
subleasing the space or assigning the Lease, such expenses to be amortized on a
straight-line basis (with interest thereon at eight percent (8%) per annum)
over the term of the sublease or the Term hereof (in the event of an assignment
of the Lease). Notwithstanding anything to the contrary set forth herein,
Tenant shall not be required to obtain Landlord's consent to assign this Lease
or to sublet all or any part of the Premises to an Affiliate (hereinafter
defined) or to Telecom Ventures. As used herein, the term "Affiliate" shall
mean and collectively refer to (i) a corporation, individual or other entity
which owns a controlling interest in the voting stock of Tenant (if it is a
corporation) or controls the day-to-day decision making of Tenant (the
"Parent"); or (ii) a corporation in which either Tenant or its Parent owns a
controlling interest in the voting stock of the corporation; or (iii) an
Affiliate of the Parent; (iv) a successor or surviving corporation in the event
of a merger, takeover or other form of corporate acquisition or reorganization
of Tenant, or (v) a corporation or other entity which acquires all or
substantially all of the assets of Tenant. In addition, no transfer of the
assets or ownership interests of Tenant (including a controlling interest
therein) or any other reorganization of Tenant in connection with the issuance
of stock, membership shares or other ownership interests of Tenant in the
public or private markets shall constitute an assignment or otherwise require
the consent of Landlord in connection therewith. In no event shall Tenant be
released from its obligations under this Lease upon subletting the Premises or
assigning this Lease, regardless of whether Tenant is required to obtain
Landlord's consent thereto, unless the sublease or assignment is made to an
Affiliate pursuant to clauses (iv) or (v), above, in which event the successor
or acquiring entity shall be wholly and primarily liable for the obligations
and responsibilities of Tenant under this Lease.

Section 16.02. Intentionally Deleted.

Section 16.03. Assignment by Landlord. In the event of any sale,
transfer or other conveyance of Landlord's title to the Project and its
interest in the Lease, Landlord herein named (and in case of any subsequent
transfers or conveyances, the then grantor) shall be automatically freed and
relieved from and after the date of such transfer, assignment or conveyance of
all liability as respects the performance of any covenants or obligations on
the part of Landlord contained in this Lease to be performed after the date of
the transfer and, without further agreement, the transferee of such title or
interest shall be deemed to have agreed to observe and perform (and the
instrument memorializing the transfer shall expressly state that the transferee
agrees to observe and perform) any and all obligations of Landlord hereunder
during the transferee's ownership of the Project.

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Landlord may sell or transfer its interest in the Project without the consent
of Tenant and such transfer or subsequent transfer shall not be deemed a
violation on Landlord's part of any of the terms of this Lease.

ARTICLE XVII

FINANCING AND SUBORDINATION

Section 17.01. Subordination. This Lease and all rights of Tenant
hereunder are subject and subordinate to all current and future underlying
leases, deeds of trust, mortgages or other security instruments covering any
portion of the Project or any interest of Landlord therein, as the same may be
amended from time to time. Notwithstanding the foregoing, Landlord shall
obtain from its current mortgagee a non-disturbance agreement substantially in
the form attached hereto as Exhibit H, by which such mortgagee agrees to
recognize the Lease and Tenant's interest therein after a foreclosure sale or
deed-in-lieu thereof under such mortgage or deed of trust. In addition,
Landlord agrees to use commercially reasonable efforts to obtain a
non-disturbance agreement from any future mortgagee, by which such mortgagee
shall agree to recognize the Lease and Tenant's interest therein after a
foreclosure sale or deed-in-lieu thereof under a mortgage or deed of trust.
The aforementioned agreements shall be contingent upon Tenant's agreement to
attorn to and recognize such mortgagee or any purchaser at any foreclosure
sale, their successors or assigns, as the successor-in-interest to Landlord in
the event of foreclosure or deed in lieu thereof.

Section 17.02. Subordination by Landlord's Mortgagee or Lessor;
Attornment.

A. Notwithstanding the generality of the foregoing provisions of Section
17.01, any mortgagee or lessor of Landlord shall have the right at any time to
subordinate any such deed of trust or mortgage or underlying lease to this
Lease, or to any of the provisions hereof, on such terms and subject to such
conditions as such mortgagee or lessor of Landlord may consider appropriate in
its reasonable discretion.

B. At any time, before or after any transfer of Landlord's interest in the
Project, Tenant shall, upon request of such transferee ("Successor Landlord"),
automatically attorn to and become the Tenant (or if the Premises has been
validly subleased, the subtenant) of the Successor Landlord, without change in
the terms or other provisions of this Lease (or, in the case of a permitted
sublease, without change in this Lease or in the instrument setting forth the
terms of such sublease); provided, however, that the Successor Landlord shall
not be bound by any payment made by Tenant of Rent for more than one (1) month
in advance. This agreement of Tenant to attorn to a Successor Landlord shall
survive any foreclosure sale, trustee's sale, conveyance in lieu thereof or
termination of any underlying lease.

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Tenant shall upon demand at any time, before or after any such foreclosure or
termination, execute, acknowledge, and deliver to the Successor Landlord any
written instruments evidencing such attornment as such Successor Landlord may
reasonably require.

Section 17.03. Notice to Lender; Cure by Lender. In the event of any
default by Landlord hereunder, Tenant shall, prior to taking any action to
remedy such default or to cancel this Lease or any other action in connection
therewith, send to IDS Life Insurance Company, 733 Marquette Avenue,
Minneapolis, MN 55402, ATTN: Real Estate Loan Management, Unit #401 (or to any
subsequent lender of which Tenant has received written notice, including the
address thereof) (the "Mortgagee"), by certified mail, return receipt
requested, a notice specifying the default by Landlord, whereupon such
Mortgagee shall have the right, but not the obligation, to cure such default on
behalf of Landlord, which cure shall be accepted by Tenant, and such Mortgagee
shall be afforded a reasonable period of time to do so (not to exceed thirty
(30) days after receipt of Tenant's noticed), provided that the Mortgagee
informs Tenant in writing, within ten (10) days after the Mortgagee's receipt
of Tenant's notice, that the Mortgagee intends to attempt to effect such cure.
Tenant shall have no right to take any other action as a result of Landlord's
default unless and until Tenant complies with the provisions of this paragraph.

ARTICLE XVIII

DEFAULT OF TENANT

Section 18.01. Defaults. The following shall constitute "Defaults" by
Tenant under the Lease:

A. Subject to the terms of the Bankruptcy Code, if Tenant shall (i) make
an assignment for the benefit of creditors, (ii) file or acquiesce in a
petition in any court (whether or not pursuant to any statute of the United
States or of any state) in any bankruptcy, reorganization, composition,
extension, arrangement or insolvency proceedings, or (iii) make an application
in any such proceedings for or acquiesce in the appointment of a trustee or
receiver for it or all or any portion of its property;

B. Subject to the terms of the Bankruptcy Code, if any petition shall be
filed against Tenant (whether or not pursuant to any statute of the United
States or any state) in any bankruptcy, reorganization, composition, extension,
arrangement or insolvency proceedings and (i) Tenant shall thereafter be
adjudicated bankrupt, or (ii) such petition shall be approved by any such
court, or (iii) such proceedings shall not be dismissed, discontinued or
vacated within ninety (90) days after such petition is filed;

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C. If Tenant shall fail to pay any monthly installment of Base Rent and/or
any installment of monthly Additional Rent when the same shall become due and
payable, and such failure shall continue for five (5) business days after
Landlord gives Tenant written notice of such failure;

D. If Tenant fails to maintain in force all policies of insurance required
by this Lease, and such failure continues for five (5) days after notice by
Landlord; or

E. If Tenant shall fail to perform or observe any other term of this Lease
(not hereinbefore specifically referred to) on the part of Tenant to be
performed or observed, and such failure shall continue for more than ten (10)
business days after written notice from Landlord (except that such ten (10)
business day period shall be extended for such additional period of time as may
reasonably be necessary to cure such default, if such default, by its nature,
cannot be cured within such ten (10) business day period, provided that Tenant
commences to cure such default within such ten (10) business day period and is,
at all times thereafter, in the process of diligently curing the same and in
any event cures such Default prior to the time a failure to cure could cause
the Landlord to be subject to prosecution for violation of any law, rule,
ordinance or regulation or causes, or could cause a default under any deed of
trust, mortgage, underlying lease, tenant lease or other agreement applicable
to the Project).

Section 18.02. Landlord's Remedies. Should a Default occur under this
Lease, Landlord may pursue any or all of the following:

A. Landlord shall have the right, by written notice to Tenant, to declare
this Lease terminated and the Term ended, in which event (i) Tenant shall
vacate and surrender the Premises; (ii) Tenant shall immediately pay to
Landlord the sum of (a) all Rent accrued through the date of termination or
recovery of possession by Landlord, whichever is later; plus (b) the difference
between the amount of Rent reserved in this Lease for the remainder of the Term
discounted to present value, minus the then reasonable rental value of the
Premises for the remainder of the Term discounted to present value; and (iii)
this Lease shall automatically expire. For purposes of the preceding sentence
and Section 18.02.F, below, "present value" shall be calculated using a
discount factor equal to the yield of the Treasury Note or Bill, as
appropriate, having a maturity period approximately commensurate to the
remainder of the Term.

B. Landlord shall have the right to bring a special proceeding to recover
possession of the Premises from Tenant.

C. Landlord shall have the right, without notice, to reenter the Premises
and dispossess, by summary proceedings or other legal process (expressly
excluding self-help), Tenant and any other occupant(s) of the Premises, and
Tenant shall have no further claim or right hereunder.

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D. Landlord may exercise its rights under Sections 18.02 B or C, above,
with or without terminating the Lease, and in no event shall any such exercise
be construed as an election to terminate this Lease or operate to release
Tenant from any of its obligations for the remainder of the Term of this Lease,
or give rise to any claim for trespass.

E. If Landlord exercises its rights under Sections 18.02 (B) or (C),
above, Landlord may (subject to the legal requirements in the Commonwealth for
evicting commercial tenants) remove all persons from the Premises, and Landlord
may treat all property as abandoned and dispose of same in accordance with
Section 20.02 of this Lease.

F. If Landlord exercises its rights under Sections 18.02 B or C, above,
elects not to terminate the Lease, it may, from time, make such alterations and
repairs as reasonable and necessary in order to relet the Premises, and
thereafter relet the Premises or any part thereof for such rent and upon such
other terms and conditions as Landlord may determine advisable in its sole
discretion. Upon each such reletting all rentals and other sums received by
Landlord from such reletting shall be applied, first, to the payment of any
costs and expenses of such reletting; second, to the payment of any
indebtedness other than Rent due hereunder from Tenant to Landlord; third, to
the payment of Rent due and unpaid hereunder; and the residue, if any, shall be
applied in payment of the current month's Rent. If such rentals and other sums
received from such reletting during any month are less than the amounts due
pursuant to the foregoing schedule for application of proceeds, Tenant shall
pay such deficiency to Landlord; if such rentals and other sums shall be more,
Tenant shall receive a credit against future installments of Rent for the
excess. Such deficiency shall be calculated and paid monthly. Notwithstanding
any such reletting without termination, Landlord may at any time elect to
terminate this Lease for such previous breach. Should Landlord at any time
terminate this Lease for any breach, in addition to any other remedies it may
have, it may recover from Tenant all damages it may incur by reason of such
breach, including the cost of recovering the Premises, reasonable attorneys'
fees, and the difference between the amount of Rent reserved in this Lease for
the remainder of the Term discounted to present value, minus the then
reasonable rental value of the Premises for the remainder of the Term
discounted to present value, all of which amounts shall be immediately due and
payable from Tenant to Landlord. Landlord agrees that it shall use reasonable
efforts to attempt to relet the Premises; provided, however, that in no event
shall Landlord be required to lease the Premises, or any portion thereof, in
preference to other premises owned by Landlord or an affiliate thereof.

G. Any damage or loss of rent sustained by Landlord may be recovered by
Landlord, at Landlord's option, at the time of the reletting or termination, in
a single action or in separate actions, from time to time, as said loss of
rents or damages shall accrue, or in a single proceeding deferred until the
expiration of the Term of Lease (in which event Tenant hereby agrees that the
cause of action shall

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not be deemed to have accrued until the date of expiration of the Term). In
case suit shall be brought for recovery of the Premises, for the recovery of
Rent, or because of the breach of any other covenant, and a breach shall be
established, Tenant shall pay to Landlord all reasonable and customary expenses
incurred therefor, including reasonable attorneys' fees.

H. To the extent permitted by law, Tenant waives notice of re-entry or
institution of legal proceedings to that end and any right of redemption,
re-entry or repossession including, without limitation, any rights under Va.
Code Section 55-247.

Section 18.03. Waiver of Trial by Jury. Tenant and Landlord each hereby
waive all right to trial by jury in any matter arising out of or in any way
connected with this Lease.

Section 18.04. Injunction. In addition to the other remedies provided in
this Lease, and anything contained herein to the contrary notwithstanding,
Landlord shall be entitled to restraint by injunction of any Default or
violation, or attempted or threatened Default or violation, of any of the
terms, covenants, conditions or other provisions of this Lease.

Section 18.05. Landlord's Right to Perform for Account of Tenant. If a
Default shall occur hereunder, Landlord shall have the right, sole option, to
cure said Default for the account and at the expense of Tenant. Landlord may
exercise its right to cure hereunder immediately provided that Landlord shall
first provide reasonable notice of its intent to do so. Tenant agrees to pay
to Landlord the amount so paid, expended or incurred by Landlord, and any and
all expenses of Landlord, including without limitation reasonable attorneys'
fees incurred in connection with such default, plus interest thereon at the
Interest Rate beginning thirty (30) days after demand by Landlord, and all of
the same shall be deemed to be Additional Rent.

Section 18.06. Additional Remedies and Waivers. With respect to the
rights and remedies of, and waivers by, Landlord (i) the rights and remedies of
Landlord set forth herein shall be in addition to any other right and remedy
now or hereafter available at law or in equity; (ii) all such rights and
remedies shall be cumulative and not exclusive of each other; (iii) Landlord
may exercise such rights and remedies at such times, in such order, to such
extent, and as often as Landlord deems advisable, without regard to whether the
exercise of one right or remedy precedes, concurs with or succeeds the exercise
of another; (iv) a single or partial exercise of a right or remedy shall not
preclude (a) a further exercise thereof, or (b) the exercise of another right
or remedy, from time to time; and (v) no waiver of a Default shall be effective
unless it is in writing signed by Landlord.

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ARTICLE XIX

ACCESS BY LANDLORD

Landlord may, during any reasonable time or times, upon twenty-four (24) hours
prior notice to Tenant (except in emergencies and/or for routine operation,
maintenance and servicing of Building systems performed by the employees of
Landlord or Landlord's management company), enter upon the Premises, or any
portion thereof, and any appurtenance thereto (with workers and materials, if
required) for the purpose of: (i) inspecting the same; (ii) making repairs,
replacements or alterations; or (iii) showing the Premises to prospective
purchasers or, during the last six (6) months of the Term, to prospective
lessees. No such entry by Landlord shall constitute an actual or constructive
eviction of Tenant or give rise to any liability to Tenant, provided that
Landlord shall use reasonable efforts to minimize any interference with the
conduct of Tenant's business.

ARTICLE XX

SURRENDER; HOLDING OVER

Section 20.01. Surrender. Upon the expiration or earlier termination of
this Lease, or upon re-entry by Landlord without terminating this Lease
pursuant to Article XVIII, above, Tenant shall peacefully vacate and surrender
the Premises to Landlord in good order and condition as the same were at the
beginning of the Term or may thereafter have been improved by Landlord or
Tenant, except for reasonable use and wear thereof and damage to the Premises
by fire or other casualty or condemnation, and shall leave it in a broom clean
condition. Tenant shall also remove its trade fixtures, furniture and other
personal property from the Premises along with any Alterations which Tenant is
required to remove pursuant to Section 10.03.

Section 20.02. Personal Property. If Tenant fails to timely remove its
property in accordance with Section 20.01 above, Landlord shall have the right,
on the fifth (5th) day after Landlord's delivery of written notice to Tenant,
to deem such property abandoned by Tenant. (Notwithstanding Section 18.01 of
the Lease, Tenant shall not be entitled to any further notice or cure period.)
Landlord may thereafter remove or otherwise deal with the abandoned property in
a commercially reasonable manner at Tenant's sole cost and expense, and
Landlord shall have no liability to Tenant with respect to such abandoned
property. Tenant specifically acknowledges and agrees that in no event shall
Landlord be considered a bailee as to such property. Tenant shall and hereby
agrees to indemnify Landlord against any claim by a third party for conversion
or trespass as to chattels. Notwithstanding anything to the contrary contained
herein, this Section 20.02 shall

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<PAGE> 38

not apply to Tenant's personal property encumbered by a security interest to
which Landlord has given its prior written consent.

Section 20.03. Holding Over. If Tenant shall hold possession of the
Premises after the expiration or sooner termination of the Term of this Lease,
Landlord shall have the right, at its sole option and discretion, to terminate
the nature of Tenant's possession of the Premises after the end of the Term, in
accordance with the following provisions:

A. If Landlord so desires, Tenant shall be deemed to be occupying the
Premises as a tenant from month-to-month, at a monthly rental equal to the sum
of (i) one hundred twenty-five percent (125%) of the monthly installment of
Base Rent payable during the last month of the Term, and (ii) one-twelfth
(1/12) of the monthly installments of Tenant's Operating Costs Payment payable
during the last month of the Term, subject to all the other conditions,
provisions and obligations of this Lease insofar as the same are applicable to
a month-to-month tenancy. The parties acknowledge and agree that the increased
monthly Base Rent payable by Tenant in the event it remains in the Premises
after the Expiration Date shall constitute liquidated damages for the Tenant's
holdover and that Tenant shall not be liable to Landlord for any other actual
damages, or for any consequential or punitive damages, in connection with any
holding over by Tenant.

B. Unless Landlord notifies Tenant in writing to the contrary prior to the
acceptance of Rent from Tenant for the period after the expiration or sooner
termination of this Lease, the provisions of paragraph A above shall apply and
this Lease shall automatically become a month-to-month Lease, and Tenant's
possession hereunder a month-to-month tenancy, without notice from Landlord.

Section 20.04. Survival. The terms of this Article XX shall survive the
expiration or earlier termination of this Lease.

ARTICLE XXI

NOTICES

All notices, consents, demands, requests, documents, or other communications
(other than payment of Rent) required or permitted hereunder (collectively,
"notices") shall be deemed given, whether actually received or not, when
dispatched for hand delivery or delivery by air express courier (with signed
receipts) to the other party or on the third business day after deposit in the
United States Mail, postage prepaid, certified or registered, return receipt
requested, except for notice of change of address which shall be deemed given
only upon actual receipt. The addresses of the parties for notices shall be
those set forth in the Basic Lease Information, or any such other addresses
subsequently specified by each party in notices given pursuant to this Article.

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<PAGE> 39

ARTICLE XXII

ENVIRONMENTAL REQUIREMENTS

A. Landlord represents and warrants to Tenant that, except as otherwise
set forth in this Article XXII, to Landlord's actual knowledge, there are no
Hazardous Materials (hereinafter defined) on, in, under or around the Building
or the Land. Landlord shall not cause or permit the presence, storage,
treatment, generation, escape, disposal or release of any Hazardous Materials
into or on the Project in violation of the Legal Requirements or the
Environmental Laws (hereinafter defined), nor allow to be brought into the
Building or onto the Land any such materials or substances except for those
used in normal quantities in the ordinary course of operating a first-class
office building. Landlord shall indemnify Tenant for (i) any damages incurred
by Tenant as a result of a Release (hereinafter defined) or the presence of any
Hazardous Materials on, in, under or around the Project caused by Landlord, its
agents, employees or contractors; (ii) the cost of any environmental
investigation or remediation incurred by Tenant for a Release or the presence
of any Hazardous Material affecting the Project which was not caused by Tenant,
its agents, employees, contractors, licensees or invitees (except for the
Release of asbestos, the responsibility for which is set forth in clause (iii)
below), and (iii) any damages incurred by Tenant as a result of a Release of
asbestos existing in the Building as of the Commencement Date, unless the
Release was caused by the negligence of Tenant, its agents, employees,
contractors, licensees or invitees, including the negligent failure to comply
with the then-current requirements of the O & M Plan (hereinafter defined);
provided, however, that Landlord shall have none of the foregoing indemnity
obligations to Tenant unless Tenant shall deliver notice to Landlord of a claim
with respect there to (which notice shall include supporting documentation
regarding the nature of the violation) on or before the date which is eighteen
(18) months after the date of the expiration of the Term.

B. Tenant, its agents, employees, contractors, licensees or invitees,
shall not (i) cause or permit any Hazardous Materials to be brought upon,
stored, used or disposed on, in or about the Premises or elsewhere on the
Project, or (ii) knowingly permit the release, discharge, spill or emission of
any Hazardous Material from the Premises or elsewhere on the Project.
Notwithstanding the foregoing, Tenant shall have the right to use, in
accordance with applicable laws, those materials that are customarily used in
the normal course of Tenant's business activities associated with the uses
permitted under this Lease.

C. Any Hazardous Materials permitted by subparagraph B, above, all
containers therefor, and all materials that have been contaminated by Hazardous
Materials shall be used, kept, stored and disposed of by Tenant in a manner
that shall in all respects comply with all applicable federal, state and local
laws, ordinances, regulations and standards.

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<PAGE> 40

D. Tenant hereby agrees that it is and shall be responsible for all costs,
expenses, damages or liabilities (including, but not limited to those incurred
by Landlord and/of its mortgagee) which may occur from the use, storage,
disposal, Release, spill, discharge or emissions of Hazardous Materials by
Tenant, its agents, employees, contractors, licensees or invitees (except that,
with regard to a Release of asbestos, the responsibility shall be as set forth
in subparagraph A, clause (iii), above), whether or not the same may be
permitted by this Lease. Tenant shall defend, indemnify and hold harmless
Landlord, its mortgagee and its agents, from and against any claims, demands,
administrative orders, judicial orders, penalties, fines, liabilities,
settlements, damages, costs or expenses (including without limitation
reasonable attorneys' and consultants' fees, court costs and litigation
expenses) of whatever kind or nature, known or unknown, contingent or
otherwise, arising out of or in any way related to the use, storage, disposal,
Release, discharge, spill or emission of any Hazardous Material by Tenant, its
agents, employees, contractors, licensees or invitees. The provisions of this
Article XXII shall be in addition to any other obligations and liabilities
Tenant may have to Landlord at law or in equity, and shall survive the
transactions contemplated herein or any termination of this Lease.

E. As used in this Lease, the term "Hazardous Materials" shall include,
without limitation:

(1) Those substances included within the definitions of "hazardous
substances," "hazardous materials," "toxic substances," or "solid waste" in the
Comprehensive Environmental Response Compensation and Liability Act of 1980 (42
U.S.C. Section 9601 et seq.) ("CERCLA"), as amended by Superfund Amendments and
Reauthorization Act of 1986 ("SARA"), the Resource Conservation and Recovery
Act of 1976 ("RCRA"), and the Hazardous Materials Transportation Act, and in
the regulations promulgated pursuant to said laws, all as amended;

(3) Any material, waste or substance which is (a) petroleum, (b) asbestos,
(c) polychlorinated biphenyl, (d) designated as a "hazardous substance"
pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et
seq. (33 U.S.C. Section 1321) or listed pursuant to Section of the Clean
Water Act (33 U.S.C. Section 1317); (e) flammable explosives; or (f)
radioactive materials;

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<PAGE> 41

Water Control Law; The Groundwater Act of 1973; and Miscellaneous Offenses; and
in the regulations promulgated pursuant to said laws, all as amended.

F. All federal, state or local environmental laws, statutes, regulations,
rules, ordinances, codes, standards, orders, licenses and permits of any
governmental authority, including those identified in subparagraph (E), above,
or issued or promulgated thereunder, shall be referred to as the "Environmental
Laws."

G. In the event Tenant becomes aware of a Release, threat of a Release or
the presence of any Hazardous Material affecting the Premises or surrounding
areas, caused by Tenant, its agents, employees, contractors, licensees or
invitees, Tenant shall immediately notify Landlord in writing thereof, and
shall immediately take all measures necessary to contain, remove from the
Project, and legally dispose of, all such materials present, released or
contaminated by the Release, and shall remedy and mitigate all threats to
public health or the environment relating to such presence or Release, or
threat thereof. If Tenant shall fail to take the measures described above, or
shall fail to comply with any of the requirements of any Environmental Laws
relating to the presence or Release of a Hazardous Material caused by Tenant,
its agents, employees, contractors, licensees or invitees, Landlord may give
such notice and/or cause such work to be performed at the Premises or
surrounding areas, and/or take any and all other actions as Landlord shall
reasonably deem necessary to restore the Premises or surrounding areas to the
condition in which they existed as of the Effective Date. Such actions by
Landlord shall not affect Tenant's obligations under this Lease. For purposes
hereof, the term "Release" shall have the meaning set forth in Section 101(22)
of CERCLA.

H. Tenant acknowledges that Landlord has informed Tenant that the Building
contains asbestos, which is subject to an operations and maintenance program
("O & M Plan"). Landlord agrees to provide to Tenant, throughout the Term, the
then-current version of the O & M Plan, and Tenant agrees to abide by the terms
thereof. If, under the terms of the O & M Plan, or as otherwise advised or
directed by Landlord's environmental consultant, the construction or
installation of a Tenant Improvement or Alteration necessitates certain actions
to prevent the Release of asbestos or to remediate any such Release (unless
such Release is caused by Tenant's negligence), the cost thereof shall be borne
by Landlord. Landlord represents that, for purposes of this paragraph H,
Landlord's environmental consultant is currently Dames & Moore. If during the
Term Landlord desires to select a new environmental consultant for purposes of
this paragraph, Landlord shall select a consultant acceptable to Tenant, in
Tenant's reasonable discretion.

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<PAGE> 42

ARTICLE XXIII

MISCELLANEOUS

Section 23.01. Professional Fees. To the extent permitted by law, in
any action or proceeding brought by either party against the other under this
Lease, the "prevailing party" shall be entitled to recover from the other party
its actual reasonable professional fees such as appraisers', accountants' and
attorneys' fees, and court costs incurred by the prevailing party in such
action or proceeding.

Section 23.02. No Partnership. Nothing contained herein shall be deemed
or construed as creating the relationship of principal and agent, partnership,
joint venture or any other relationship between the parties hereto except
landlord and tenant.

Section 23.03. Brokerage. Landlord and Tenant each warrant and
represent to the other that there was no broker or agent on Landlord's or
Tenant's behalf instrumental in consummating this Lease, other than the Brokers
identified in Section 1.01.N, above, and WEST*GROUP, Inc., whose commissions
shall be paid in full by Landlord in accordance with separate agreements, and
that no conversations or prior negotiations were had by Landlord or Tenant with
any broker or agent (other than the Brokers and WEST*GROUP, Inc.) on Landlord's
or Tenant's behalf concerning the renting of the Premises. Landlord and Tenant
each agree to indemnify and hold the other harmless against any claims for
brokerage or other commissions arising by reason of a breach by Landlord or
Tenant of the aforesaid representation and warranty.

Section 23.04. Interpretation.

A. Every term, condition, agreement or provision contained in this Lease
that imposes an obligation on Landlord or Tenant shall be deemed to be also a
covenant by Landlord or Tenant, as the case may be.

B. Wherever it is provided herein that a party "may" perform an act or do
anything, it shall be construed that that party may, but shall not be obligated
to, so perform or so do such act or thing.

C. This Lease may be executed in several counterparts and the counterparts
shall constitute but one and the same instrument.

D. Any party may act under this Lease by its attorney or agent appointed
by an instrument executed by such party.

E. Wherever a requirement is imposed on any party hereto, it shall be
deemed that such party shall be required to perform such requirement at its
sole cost and expense unless it is specifically otherwise provided herein.

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<PAGE> 43

F. Any restriction on or requirement imposed upon Tenant hereunder shall
be deemed to extend to Tenant's sublessees and assignees, and it shall be
Tenant's obligation to cause the foregoing persons to comply with such
restriction or requirement.

G. The words "re-enter" and "re-entry" as used herein shall not be
restricted to their technical legal meaning.

Section 23.05. Recording. Neither this Lease nor any memorandum hereof
may be recorded among the land records of the jurisdiction in which the Project
is located without the express written consent of Landlord, which consent may
be granted or withheld in Landlord's sole and absolute discretion.

Section 23.06. Severability. Every agreement contained in this Lease
is, and shall be construed as, a separate and independent agreement. If any
term of this Lease or the application thereof to any person or circumstance
shall be invalid or unenforceable, the remaining agreements contained in this
Lease shall not be affected.

Section 23.07. Non-Merger. There shall be no merger of this Lease with
any underlying leasehold interest or the fee estate in the Project or any part
thereof by reason of the fact that the same person may acquire or hold,
directly or indirectly, this Lease or any interests in this Lease as well as
any underlying leasehold interest or fee estate in the Project or any interest
in such fee estate.

Section 23.08. Landlord's Liability. Anything contained in this Lease
to the contrary notwithstanding, Tenant agrees that Tenant shall look solely to
the estate and property of Landlord in the Project for the collection of any
judgment or other judicial process requiring the payment of money by Landlord
for any default or breach by Landlord under this Lease, subject, however, to
the prior rights of any mortgagee of the Project. Landlord's estate and
property in the Project shall expressly include (i) the Project; (ii) all rents
and profits from the Project; (iii) all insurance and condemnation proceeds
from the Project; (iv) all proceeds of any sale of the Project; and (v) all
proceeds of any financing or refinancing of the Project. No other assets of
Landlord or any partners, shareholders, or other principals of Landlord shall
be subject to levy, execution or other judicial process for the satisfaction of
Tenant's claim.

Section 23.09. Force Majeure. Whenever a period of time is herein
prescribed for action to be taken by Landlord or Tenant (other than payment of
Rent), there shall be excluded from the computation for any such period of time
any delays due to strikes, riots, war, acts of God, shortages of labor or
materials, acts or decrees by a governmental authority (such as a moratorium)
which prevent such party from acting, or any other similar type of cause or
event beyond the reasonable control of such party.

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<PAGE> 44

Section 23.10. Headings. The article headings contained in this Lease
are for convenience only and shall not enlarge or limit the scope or meaning of
the various and several articles hereof. Words in the singular number shall be
held to include the plural, unless the context otherwise requires.

Section 23.11. Successors and Assigns. If there be more than one
Tenant, the obligations hereunder imposed upon Tenant shall be joint and
several, and all agreements and covenants herein contained shall be binding
upon the respective heirs, personal representatives, and successors and assigns
of the parties hereto. Notwithstanding the foregoing, nothing contained in
this Section 23.11 shall be deemed to override Article XVI.

Section 23.12. Entire Agreement; Amendments. This Lease, and the
Exhibits and Riders attached hereto and made a part hereof, set forth the
entire agreement between the parties. No amendment or modification of this
Lease shall be binding or valid unless expressed in a writing executed by both
parties hereto.

Section 23.13. Governing Law. This Lease shall be governed by and
construed under the laws of the Commonwealth, without reference to its
conflicts of laws principles. Landlord and Tenant hereby consent to
jurisdiction in the Circuit Court for Fairfax County, Virginia if any suit is
brought relating to this Lease. Should any provision of this Lease require
judicial interpretation, Landlord and Tenant hereby agree and stipulate that
the court interpreting or considering same shall not apply the presumption that
the terms hereof shall be more strictly construed against a party by reason of
any rule or conclusion that a document should be construed more strictly
against the party who itself or through its agents prepared the same, it being
agreed that all parties hereto have participated in the preparation of this
Lease and that each party had full opportunity to consult legal counsel of its
choice before the execution of this Lease.

Section 23.14. Time of Essence. Time is of the essence in this Lease.

Section 23.15. Acceptance by Landlord. The submission of this Lease to
Tenant shall not be construed as an offer and Tenant shall not have any rights
with respect thereto unless and until Landlord executes a copy of this Lease
and delivers the same to Tenant.

Section 23.16. Estoppel Certificates. Tenant shall, from time to time,
within ten (10) business days after request from Landlord, or from any
mortgagee or beneficiary of any deed of trust of Landlord (a "mortgagee") or
lessor of Landlord, or entity which may be a prospective purchaser of the
Project, execute, acknowledge and deliver in recordable form a certificate
certifying, to the extent true and to Tenant's actual knowledge, that this
Lease is in full force and effect and unmodified (or, if there have been
modifications, that the same is in full force and effect as modified and
stating the modifications); that the Term has commenced and the full amount of
Rent then accruing hereunder; the dates to which the Rent has been

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<PAGE> 45

paid; that Tenant has accepted possession of the Premises and that any
improvements required by the terms of this Lease to be made by Landlord have
been completed to the satisfaction of Tenant; the amount, if any, that Tenant
has paid to Landlord as a Security Deposit; that no Rent under this Lease has
been paid more than thirty (30) days in advance of its due date; that the
address for notices to be sent to Tenant is as set forth in this Lease (or has
been changed by notice duly given and is as set forth in the certificate); that
Tenant, as of the date of such certificate, has no charge, lien, or claim of
offset under this Lease or otherwise against Rent or other charges due or to
become due hereunder; that, to the knowledge of Tenant, Landlord is not then in
default under the terms of this Lease (or if Landlord is in default, specifying
such default); and such other matters as may be reasonably requested by
Landlord or any mortgagee, lessor or prospective purchaser of Landlord. Any
such certificate may be relied upon by Landlord, or any mortgagee, less or
prospective purchaser of Landlord.

Section 23.17. Waiver of Redemption. Tenant hereby expressly waives (to
the extent legally permissible), for itself and all persons claiming by,
through, or under it, any right of redemption or for the restoration of the
operation of this Lease under any present or future law, including, without
limitation, as provided in Va. Code Section 55-247, in case Tenant shall ever
be in default hereunder or shall be dispossessed for any cause, or in case
Landlord shall obtain possession of the Premises as herein provided.
Notwithstanding anything to the contrary in the Lease, the Premises shall not
be used in whole or in part for residential purposes, and shall not be
redeemable under any provision of law now or hereafter in effect.

Section 23.18. Authority of Parties. If either party signs as a
corporation, execution hereof shall constitute a representation and warranty by
such party that it is a duly organized and existing corporation, that it has
been and is qualified to do business in the Commonwealth and in good standing
with the Commonwealth, that the corporation has full right and authority to
enter into this Lease, and that all persons signing on behalf of the
corporation were authorized to do so by appropriate corporate action. If
either party signs as a partnership, trust, or other legal entity, execution
hereof shall constitute a representation and warranty by such party that it has
complied with all applicable laws, rules and governmental regulations relative
to it has right to do business in the Commonwealth, that such entity has the
full right and authority to enter into this Lease, and that all persons signing
on behalf of such party were authorized to do so by any and all necessary or
appropriate partnership, trust or other actions.

Section 23.19. Consequential or Punitive Damages. Notwithstanding any
other provision in this Lease to the contrary, neither party shall be liable to
the other for consequential or punitive damages, and each party hereby waives
all claims against the other for such damages.

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<PAGE> 46

Section 23.20. ERISA Covenant. Tenant represents and warrants to
Landlord, and IDS Life Insurance Company, its successors and assigns, that to
the best of Tenant's current actual knowledge, Tenant is not a pension plan,
employee benefit fund or government plan subject to regulation as such by any
Federal or state laws, rules, regulations or orders, and specifically that, to
the best of Tenant's current actual knowledge: (i) Tenant is not a pension
fund, employee benefit plan or other fund subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii)
Tenant is not a "government plan" as defined in Section 3(32) of ERISA, (iii)
Tenant is not a "party in interest" (as defined in ERISA) with respect to any
of the above (other than as an employer of employees who are covered by a
pension fund, employee benefit plan or other fund subject to the provisions of
ERISA), (iv) no source of Tenant's funds constitutes "plan assets" as defined
in ERISA and within the meaning of 29 C.F.R. Section 2510.3- 101, or assets
of any government plan within the meaning of Section 3(32) of ERISA, and (v)
Tenant is not a "party in interest" with respect to IDS Life Insurance Company.
Tenant covenants that it will not intentionally discontinue the status
described herein during the Term, except as may be consented to by Landlord
from time to time, in Landlord's sole and absolute discretion, and that Tenant
will re-certify the foregoing to Landlord within ten (10) days after Landlord's
written request.

LANDLORD:

WEST*PARK ASSOCIATES LIMITED
PARTNERSHIP

By: Eagle Management Corporation,
General Partner

By: /s/ G.T. HALPIN
-----------------------------
G.T. Halpin, President

TENANT:

LCC, L.L.C.

By: /s/ RICHARD HOZIK
-----------------------------
Richard Hozik,
Sr. Vice President and Chief
Financial Officer

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<PAGE> 47

EXHIBIT A

FLOOR PLAN OF PREMISES

- 46 -

<PAGE> 48

TABLE OF CONTENTS

Page
----

ARTICLE I BASIC LEASE INFORMATION AND DEFINITIONS .. 1
ARTICLE II PREMISES AND QUIET ENJOYMENT ............. 3
ARTICLE III PARKING .................................. 4
ARTICLE IV IMPROVEMENTS ............................. 5
ARTICLE V COMMENCEMENT DATE; DELIVERY OF POSSESSION 5
ARTICLE VI RENT ..................................... 6
ARTICLE VII DEPOSIT .................................. 7
ARTICLE VIII SERVICES AND UTILITIES BY LANDLORD ....... 8
ARTICLE IX OPERATING COSTS .......................... 12
ARTICLE X ALTERATIONS .............................. 18
ARTICLE XI REPAIRS .................................. 20
ARTICLE XII CONDUCT OF BUSINESS BY TENANT ............ 21
ARTICLE XIII INSURANCE AND INDEMNITY .................. 23
ARTICLE XIV DESTRUCTION OF PREMISES .................. 27
ARTICLE XV CONDEMNATION ............................. 28
ARTICLE XVI ASSIGNMENT AND SUBLETTING ................ 29
ARTICLE XVII FINANCING AND SUBORDINATION .............. 31
ARTICLE XVIII DEFAULT OF TENANT ........................ 32
ARTICLE XIX ACCESS BY LANDLORD ....................... 36
ARTICLE XX SURRENDER; HOLDING OVER .................. 36
ARTICLE XXI NOTICES .................................. 37

- i -

<PAGE> 49

ARTICLE XXII ENVIRONMENTAL REQUIREMENTS ............... 38
ARTICLE XXIII MISCELLANEOUS ............................ 41

EXHIBITS
- --------

EXHIBIT A FLOOR PLAN OF PREMISES ................... Attached
EXHIBIT B LAND ..................................... Attached
EXHIBIT C FORM OF COMMENCEMENT NOTICE .............. Attached
EXHIBIT D RULES AND REGULATIONS .................... Attached
EXHIBIT E WORK AGREEMENT ........................... Attached
EXHIBIT F CLEANING SPECIFICATIONS .................. Attached
EXHIBIT G HVAC SPECIFICATIONS ...................... Attached
EXHIBIT H FORM OF NON-DISTURBANCE AGREEMENT ........ Attached

RIDERS
- ------
RIDER NO. 1 RENEWAL OPTIONS .......................... Attached
RIDER NO. 2 EXPANSION SPACE .......................... Attached

- ii -

<PAGE> 1

EXHIBIT 10.25

May 31, 1996

VIA TELEFAX (415) 544-0833

Dr. Arno Penzias
1960 Grant Avenue, Unit 16
San Francisco, California 94133

Dear Dr. Penzias:

We are pleased to offer you a position on the Board of Directors of LCC
International, Inc. (the "Company"). We anticipate that you will serve a vital
role as one of the Company's "outside" directors, with membership on the
Board's Compensation and Option Committee and Audit Committee. The Company's
Directors will be elected for one year term(s) at each annual meeting of
shareholders.

In consideration of your services, we are offering you the following
compensation package:

- A base annual retainer for regular Board service of $20,000,
paid in four equal quarterly installments;

- A base annual retainer for Committee service in the amount of
$2,000 per Committee, with an additional $3,000 for each Committee
that you serve as Chair;

- A $1,000 per meeting fee, together with reimbursement of all
reasonable expenses incurred by you in attending Board meetings;

- Stock options having a Black-Scholes valuation of
approximately $80,000, granted under the Directors' Stock Option Plan
(the "Plan") that Company intends to adopt prior to its initial public
offering. The options will be: (i) granted at the offering price,
e.g., fair market value on the date of grant, (ii) subject to vesting
over a three year period in increments of 1/3 per year, and (iii)
subject to the terms and conditions set forth in the Plan.

Again, we are very pleased to offer you this position and look forward to a
long and mutually beneficial relationship. If you wish to accept this offer,
please sign this letter in the space provided below and return one fully
executed copy to me at your earliest possible convenience. Of course, this
offer is contingent on: (i) the approval of your appointment by the Company's
shareholders at its first meeting following incorporation, and (ii) completion
of the Company's initial public offering of common stock.

If you have any questions, please feel free to call us.

Sincerely,

Piyush Sodha
President & CEO

cc: Dr. Rajendra Singh

<PAGE> 1
Exhibit 10.26

CREDIT AGREEMENT

Dated as of June 14, 1996

among

LCC, L.L.C.

LCC DESIGN SERVICES, L.L.C.

LCC DEVELOPMENT COMPANY, L.L.C.

THE LENDERS SIGNATORY HERETO

and

THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)

as Administrative Agent
<PAGE> 2
Table of Contents

ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS. . . . . . . . . . . . . . . . 2
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02. Accounting Terms . . . . . . . . . . . . . . . . . . 23

ARTICLE 2. THE CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.01. Loans . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.02. The Notes . . . . . . . . . . . . . . . . . . . . . . 24
Section 2.03. Purpose . . . . . . . . . . . . . . . . . . . . . . . 24
Section 2.04. Borrowing Procedures . . . . . . . . . . . . . . . . 24
Section 2.05. Optional Prepayments and Conversions . . . . . . . . 24
Section 2.06. Mandatory Prepayments . . . . . . . . . . . . . . . . 24
Section 2.07. Interest Periods; Renewals . . . . . . . . . . . . . 25
Section 2.08. Changes of Commitments . . . . . . . . . . . . . . . 25
Section 2.09. Certain Notices . . . . . . . . . . . . . . . . . . . 25
Section 2.10. Minimum Amounts . . . . . . . . . . . . . . . . . . . 26
Section 2.11. Interest . . . . . . . . . . . . . . . . . . . . . . 26
Section 2.12. Fees . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.13. Payments Generally . . . . . . . . . . . . . . . . . 27

ARTICLE 3. THE LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . 28
Section 3.01. Letters of Credit . . . . . . . . . . . . . . . . . . 28
Section 3.02. Purposes . . . . . . . . . . . . . . . . . . . . . . 28
Section 3.03. Procedures for Issuance of Letters of Credit . . . . 28
Section 3.04. Participating Interests . . . . . . . . . . . . . . . 29
Section 3.05. Payments . . . . . . . . . . . . . . . . . . . . . . 29
Section 3.06. Further Assurances . . . . . . . . . . . . . . . . . 30
Section 3.07. Obligations Absolute . . . . . . . . . . . . . . . . 30
Section 3.08. Cash Collateral Account . . . . . . . . . . . . . . . 31
Section 3.09. Letter of Credit Fees . . . . . . . . . . . . . . . . 31

ARTICLE 4. YIELD PROTECTION; ILLEGALITY; ETC. . . . . . . . . . . . . . 32
Section 4.01. Additional Costs . . . . . . . . . . . . . . . . . . 32
Section 4.02. Limitation on Fixed Rate Loans . . . . . . . . . . . 33
Section 4.03. Illegality . . . . . . . . . . . . . . . . . . . . . 34
Section 4.04. Certain Conversions Pursuant to Sections 4.01 and
4.03 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.05. Certain Compensation . . . . . . . . . . . . . . . . 35

ARTICLE 5. CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . 36

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Section 5.01. Documentary Conditions Precedent . . . . . . . . . . 36
Section 5.02. Additional Conditions Precedent . . . . . . . . . . . 39
Section 5.03. Deemed Representations . . . . . . . . . . . . . . . 39

ARTICLE 6. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . 40
Section 6.01. Organization, Good Standing and Due Qualification . . 40
Section 6.02. Power and Authority; No Conflicts . . . . . . . . . . 40
Section 6.03. Legally Enforceable Agreements . . . . . . . . . . . 40
Section 6.04. Litigation . . . . . . . . . . . . . . . . . . . . . 40
Section 6.05. Financial Statements . . . . . . . . . . . . . . . . 41
Section 6.06. Ownership and Liens . . . . . . . . . . . . . . . . . 42
Section 6.07. Taxes . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 6.08. ERISA . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 6.09. Subsidiaries and Affiliates . . . . . . . . . . . . . 42
Section 6.10. Credit Arrangements . . . . . . . . . . . . . . . . . 43
Section 6.11. Material Contracts . . . . . . . . . . . . . . . . . 43
Section 6.12. Proprietary Rights . . . . . . . . . . . . . . . . . 43
Section 6.13. Hazardous Materials . . . . . . . . . . . . . . . . . 44
Section 6.14. No Default on Outstanding Judgments or Orders . . . . 45
Section 6.15. No Defaults on Other Agreements . . . . . . . . . . . 45
Section 6.16. Labor Disputes and Acts of God . . . . . . . . . . . 45
Section 6.17. Governmental Regulation . . . . . . . . . . . . . . . 45
Section 6.18. No Forfeiture . . . . . . . . . . . . . . . . . . . . 45
Section 6.19. Solvency . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.20. MCI Note Purchase Documents . . . . . . . . . . . . . 46
Section 6.21. NextWave Investment Documents . . . . . . . . . . . . 46
Section 6.22. Security Documents . . . . . . . . . . . . . . . . . 47
Section 6.23. Senior Debt . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 7. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . 47
Section 7.01. Maintenance of Existence . . . . . . . . . . . . . . 47
Section 7.02. Conduct of Business . . . . . . . . . . . . . . . . . 47
Section 7.03. Maintenance of Properties . . . . . . . . . . . . . . 47
Section 7.04. Maintenance of Records . . . . . . . . . . . . . . . 47
Section 7.05. Maintenance of Insurance . . . . . . . . . . . . . . 47
Section 7.06. Compliance with Laws . . . . . . . . . . . . . . . . 48
Section 7.07. Right of Inspection . . . . . . . . . . . . . . . . . 48
Section 7.08. Reporting Requirements . . . . . . . . . . . . . . . 48
Section 7.09. Additional Guarantors . . . . . . . . . . . . . . . . 52
Section 7.10. After Acquired Real Property . . . . . . . . . . . . 53

ARTICLE 8. NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . 53

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Section 8.01. Debt . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 8.02. Guaranties . . . . . . . . . . . . . . . . . . . . . 54
Section 8.03. Liens . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 8.04. Leases . . . . . . . . . . . . . . . . . . . . . . . 56
Section 8.05. Sale and Leaseback . . . . . . . . . . . . . . . . . 56
Section 8.06. Investments . . . . . . . . . . . . . . . . . . . . . 56
Section 8.07. Restricted Payments . . . . . . . . . . . . . . . . . 57
Section 8.08. Sale of Assets . . . . . . . . . . . . . . . . . . . 58
Section 8.09. Transactions with Affiliates . . . . . . . . . . . . 59
Section 8.10. Mergers . . . . . . . . . . . . . . . . . . . . . . . 59
Section 8.11. Acquisitions . . . . . . . . . . . . . . . . . . . . 60
Section 8.12. No Activities Leading to Forfeiture . . . . . . . . . 60
Section 8.13. Capital Expenditures . . . . . . . . . . . . . . . . 60
Section 8.14. Amendments or Waivers of Certain Documents . . . . . 60
Section 8.15. Restrictions . . . . . . . . . . . . . . . . . . . . 60

ARTICLE 9. FINANCIAL COVENANTS. . . . . . . . . . . . . . . . . . . . . 61
Section 9.01. Interest Coverage Ratio . . . . . . . . . . . . . . . 61
Section 9.02. Financing Charge Coverage Ratio . . . . . . . . . . . 61
Section 9.03. Minimum Tangible Net Worth . . . . . . . . . . . . . 61
Section 9.04. Current Ratio . . . . . . . . . . . . . . . . . . . . 61
Section 9.05. Leverage Ratio . . . . . . . . . . . . . . . . . . . 61
Section 9.06. Cash Flow Leverage Ratio . . . . . . . . . . . . . . 61

ARTICLE 10. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . 61
Section 10.01. Events of Default . . . . . . . . . . . . . . . . . 61
Section 10.02. Remedies . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE 11. UNCONDITIONAL GUARANTY. . . . . . . . . . . . . . . . . . . . 64
Section 11.01. Guarantied Obligations . . . . . . . . . . . . . . . 64
Section 11.02. Performance Under This Agreement . . . . . . . . . . 65
Section 11.03. Waivers . . . . . . . . . . . . . . . . . . . . . . 65
Section 11.04. Releases . . . . . . . . . . . . . . . . . . . . . . 66
Section 11.05. Marshaling . . . . . . . . . . . . . . . . . . . . . 67
Section 11.06. Liability . . . . . . . . . . . . . . . . . . . . . 67
Section 11.07. Unconditional Obligation . . . . . . . . . . . . . . 67
Section 11.08. Election to Perform Obligations . . . . . . . . . . 68
Section 11.09. No Election . . . . . . . . . . . . . . . . . . . . 68
Section 11.10. Severability . . . . . . . . . . . . . . . . . . . . 68
Section 11.11. Other Enforcement Rights . . . . . . . . . . . . . . 68
Section 11.12. Delay or Omission; No Waiver . . . . . . . . . . . . 69
Section 11.13. Restoration of Rights and Remedies . . . . . . . . . 69

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Section 11.14. Cumulative Remedies . . . . . . . . . . . . . . . . 69
Section 11.15. Survival . . . . . . . . . . . . . . . . . . . . . . 69
Section 11.16. No Setoff, Counterclaim or Withholding; Gross-Up . . 69

ARTICLE 12. THE ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . 70
Section 12.01. Appointment, Powers and Immunities of
Administrative Agent . . . . . . . . . . . . . . . . . . . . . 70
Section 12.02. Reliance by Administrative Agent . . . . . . . . . . 70
Section 12.03. Defaults . . . . . . . . . . . . . . . . . . . . . . 71
Section 12.04. Rights of Administrative Agent as a Lender . . . . . 71
Section 12.05. Indemnification of Administrative Agent . . . . . . 71
Section 12.06. Documents . . . . . . . . . . . . . . . . . . . . . 72
Section 12.07. Non-Reliance on Administrative Agent and Other
Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 12.08. Failure of Administrative Agent to Act . . . . . . . 73
Section 12.09. Resignation or Removal of Administrative Agent . . . 73
Section 12.10. Amendments Concerning Agency Function . . . . . . . 73
Section 12.11. Liability of Administrative Agent . . . . . . . . . 73
Section 12.12. Transfer of Agency Function . . . . . . . . . . . . 73
Section 12.13. Non-Receipt of Funds by the Administrative Agent . . 74
Section 12.14. Withholding Taxes . . . . . . . . . . . . . . . . . 74
Section 12.15. Several Obligations and Rights of Lenders . . . . . 74
Section 12.16. Pro Rata Treatment of Loans, Etc . . . . . . . . . . 75
Section 12.17. Sharing of Payments Among Lenders . . . . . . . . . 75
Section 12.18. Security Documents . . . . . . . . . . . . . . . . . 75
Section 12.19. Collateral . . . . . . . . . . . . . . . . . . . . . 76
Section 12.20. Amendment of Article 12 . . . . . . . . . . . . . . 76

ARTICLE 13. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . 76
Section 13.01. Amendments and Waivers . . . . . . . . . . . . . . . 76
Section 13.02. Usury . . . . . . . . . . . . . . . . . . . . . . . 77
Section 13.03. Expenses . . . . . . . . . . . . . . . . . . . . . . 77
Section 13.04. Survival . . . . . . . . . . . . . . . . . . . . . . 78
Section 13.05. Assignment; Participations . . . . . . . . . . . . . 78
Section 13.06. Notices . . . . . . . . . . . . . . . . . . . . . . 79
Section 13.07. Setoff . . . . . . . . . . . . . . . . . . . . . . . 79
Section 13.08. JURISDICTION; IMMUNITIES . . . . . . . . . . . . . . 79
Section 13.09. Table of Contents; Headings . . . . . . . . . . . . 80
Section 13.10. Severability . . . . . . . . . . . . . . . . . . . . 80
Section 13.11. Counterparts . . . . . . . . . . . . . . . . . . . . 81
Section 13.12. Integration . . . . . . . . . . . . . . . . . . . . 81
Section 13.13. GOVERNING LAW . . . . . . . . . . . . . . . . . . . 81

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Section 13.14. Confidentiality . . . . . . . . . . . . . . . . . . 81
Section 13.15. Treatment of Certain Information . . . . . . . . . . 81

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EXHIBITS

Exhibit A Revolving Credit Note
Exhibit B Term Note
Exhibit C Parent Guaranty
Exhibit D1 Form of Compliance Certificate
Exhibit D2 Form of Borrowing Base Certificate
Exhibit E Opinion of Counsel to the Parent and the LCC
Consolidated Entities
Exhibit F Security Agreement
Exhibit G Intellectual Property Security Agreement
Exhibit H1 Pledge Agreement
Exhibit H2 Parent Pledge Agreement
Exhibit I Subordination Agreement
Exhibit J Form of Assumption Agreement

SCHEDULES

Schedule 6.01 Organization, Good Standing and Due Qualification
Schedule 6.04 Litigation
Schedule 6.05 Financial Statements
Schedule 6.07 Taxes
Schedule 6.08 ERISA
Schedule 6.09 Subsidiaries and Affiliates
Schedule 6.10 Credit Arrangements
Schedule 6.11 Material Contracts
Schedule 6.12 Proprietary Rights
Schedule 6.16 Labor Disputes and Acts of God

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CREDIT AGREEMENT

CREDIT AGREEMENT dated as of June 14, 1996 among LCC, L.L.C., a limited
liability company organized under the laws of Delaware (including its
successors and assigns, the "Borrower"); LCC DESIGN SERVICES, L.L.C., a
limited liability company organized under the laws of Delaware, and LCC
DEVELOPMENT COMPANY, L.L.C., a limited liability company organized under the
laws of Delaware (each of the foregoing entities, together with each of the
Subsidiaries of the Borrower which shall become a party hereto as a
"Subsidiary Guarantor" from time to time in accordance with Section 7.09
hereof, are referred to herein collectively as the "Subsidiary Guarantors"
and, together with the Borrower, the "Obligors"); each of the financial
institutions which is a signatory hereto as a "Lender" or which shall become a
party hereto as a "Lender" from time to time (individually a "Lender" and
collectively the "Lenders"); and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association organized under the laws of the
United States of America, as administrative agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Administrative
Agent").

WHEREAS, the Borrower has entered into that certain Note Purchase
Agreement dated as of May 30, 1995 (as amended, the "Note Purchase Agreement")
with The Chase Manhattan Bank (National Association), as successor-in-interest
to Nomura Holding America, Inc. ("Chase"), pursuant to which Chase has
extended credit to the Borrower in the aggregate amount of $20,000,000
evidenced by certain Variable Rate Senior Secured Guaranteed Notes issued by
the Borrower and guarantied by the Parent;WHEREAS, the Borrower, the
Subsidiary Guarantors, the Lenders and the Agent have entered into this
Agreement to refund and refinance the Variable Rate Senior Secured Guaranteed
Notes issued under the Note Purchase Agreement; and

WHEREAS, the Obligors have requested that the Lenders make loans to the
Borrower, the repayment of which will be guarantied by the Subsidiary
Guarantors; each Obligor will receive direct economic and financial benefits
from the Debt incurred under this Agreement and the other Facility Documents
and the incurrence of such Debt is in the best interest of such Obligor; and
each Obligor acknowledges that the Lenders would not provide the financing
hereunder but for the joint and several obligations of such Obligor.
<PAGE> 9
ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS.

Section 1.01. Definitions. As used in this Agreement the following
terms have the following meanings (terms defined in the singular to have a
correlative meaning when used in the plural and vice versa):

"Acceptable Acquisition" means any Acquisition which meets all of the
following conditions: (a) the aggregate consideration paid for such
Acquisition and for all prior Acquisitions during the same Fiscal Year does
not exceed $5,000,000; (b) such Acquisition relates to the Business and, if
required by the organizational documents of the Person making such
Acquisition, has been approved in good faith by the Board of Directors or the
Members Committee of such Person; (c) no Default or Event of Default exists or
would exist after giving effect to such Acquisition; and (d) after reviewing
historical financial statements of the business being acquired and considering
the pro forma position of the LCC Consolidated Entities subsequent to such
Acquisition, the Borrower believes in good faith that the LCC Consolidated
Entities will continue to be in compliance with the financial covenants
contained in Article 9 on a pro forma basis.

"Acceptable Investment" means any Investment which meets all of the
following conditions: (a) the aggregate consideration paid for such Investment
and for all prior Investments during the same Fiscal Year does not exceed
$1,000,000 (exclusive of Investments otherwise permitted under Section 8.06);
(b) such Investment relates to the Business and, if required by the
organizational documents of the Person making such Investment, has been
approved in good faith by the Board of Directors or the Members Committee of
such Person; (c) no Default or Event of Default exists or would exist after
giving effect to such Investment; and (d) after reviewing historical financial
statements of the business being invested in and considering the pro forma
position of the LCC Consolidated Entities subsequent to such Investment, the
Borrower believes in good faith that the LCC Consolidated Entities will
continue to be in compliance with the financial covenants contained in Article
9 on a pro forma basis.

"Acquisition" means any transaction pursuant to which any LCC
Consolidated Entity (a) acquires a majority of the voting Capital Stock (or
warrants, options or other rights to acquire such Capital Stock) of any
Person, (b) causes or permits any Person to be merged into such LCC
Consolidated Entity, in any case pursuant to a merger, purchase of assets or
any reorganization providing for the delivery or issuance to the holders of
such Person's then outstanding Capital Stock, in exchange for such Capital
Stock, of cash or Capital Stock of any LCC Consolidated Entity, or a
combination thereof, or (c) purchases all or substantially all of the business
or assets of any Person.

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<PAGE> 10
"Additional Costs" shall have the meaning assigned to such term in
Section 4.01.

"Administrative Agent" shall have the meaning assigned to such term in
the introductory paragraph hereof.

"Affiliate" means any Person: (a) which directly or indirectly controls,
or is controlled by, or is under common control with, any LCC Consolidated
Entity; (b) which directly or indirectly beneficially owns or holds 20% or
more of any class of voting Capital Stock of any LCC Consolidated Entity; (c)
20% or more of the voting Capital Stock of which is directly or indirectly
beneficially owned or held by any LCC Consolidated Entity; or (d) which is a
partnership in which any LCC Consolidated Entity is a general partner. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting Capital Stock, by contract, or
otherwise.

"Agreement" means this Credit Agreement, as amended or supplemented from
time to time. References to Articles, Sections, Exhibits, Schedules and the
like refer to the Articles, Sections, Exhibits, Schedules and the like of this
Agreement unless otherwise indicated.

"Assigned Agreements" shall have the meaning assigned to such term in the
Security Agreement.

"Assumption Agreements" means the Assumption Agreements in the form of
EXHIBIT J delivered under Section 7.09.

"Banking Day" means any day on which commercial banks are not authorized
or required to close in New York, New York and, whenever such day relates to a
Fixed Rate Loan or notice with respect to any Fixed Rate Loan, a day on which
dealings in Dollar deposits are also carried out in the London interbank
market.

"Borrower" shall have the meaning assigned to such term in the
introductory paragraph hereof.

"Borrowing Base" means, at any date of determination thereof, an amount
determined by the Administrative Agent with reference to the most recent
Borrowing Base Certificate to be equal to 80% of the aggregate book value (net
of credit balances) of Eligible Receivables.

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<PAGE> 11
"Borrowing Base Certificate" means the borrowing base certificate
substantially in the form of EXHIBIT C2 to be delivered by the Borrower under
the terms of this Agreement.

"Business" means the business, anywhere in the world, of (i) wireless
telecommunications network planning, design, engineering and consulting
(including, without limitation, construction management services, site
acquisition services and system deployment services), (ii) engineering advice
and management services relating to the acquisition of wireless
telecommunications systems, (iii) developing, providing, distributing and
marketing of specialized cellular and other wireless telecommunications
software for photogrammetry, planning, system management, optimization, fraud
control, billing, customer information and other functions, (iv) developing,
producing, distributing and marketing of wireless telecommunications
measurement and evaluation hardware and (v) any other business functionally
interrelated with or incidental to any of the foregoing.

"Capital Expenditures" means, with respect to any Person, any expenditure
of such Person to acquire, construct or lease fixed or capital assets or
additions to equipment (including renewals, improvements, capitalized repairs,
replacements and incurrence of obligations under Capital Leases) which has
been or should be capitalized on the books of such Person in accordance with
GAAP but, in any event, excluding all amounts expended with respect to the
design, development, introduction and marketing of new products and services
or improvements to existing products and services (including, without
limitation, software development costs).

"Capital Lease" means any lease which has been or should be capitalized
on the books of the lessee in accordance with GAAP.

"Capital Stock" means (a) any shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock,
including, without limitation, shares of preferred or preference stock, (b)
any limited liability company interests, membership interests or other
equivalent interests or participations (however designated) in any limited
liability company and (c) any general or limited partnership interests or
other interests or participations in any partnership, joint venture, trust or
similar entity, in each case whether or not evidenced by stock certificates or
similar instruments.

"Cash Flow Leverage Ratio" means, at any date of determination
thereof,the ratio of (a) Consolidated Debt to (b) Consolidated EBIT for the
four most recently ended Fiscal Quarters.

"Chase" shall have the meaning assigned to such term in the recitals
hereof.

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<PAGE> 12
"`class' of Loans" shall have the meaning assigned to such term in
Section 2.01(c).

"Closing Date" means the date upon which the initial borrowing or initial
issuance of a Letter of Credit hereunder occurs.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time.

"Collateral" means all of any Obligor's or the Parent's right, title and
interest in and to Property in which such Obligor or the Parent has granted a
Lien to the Administrative Agent under any Facility Document.

"Commitments" means the Revolving Credit Commitments and the Term Loan
Commitments.

"Compliance Certificate" means the compliance certificate in the form of
EXHIBIT C1 to be delivered by the Borrower under the terms of this Agreement.

"Consolidated Capital Expenditures" means, with respect to any fiscal
period, the aggregate amount of Capital Expenditures made by the LCC
Consolidated Entities for such period, as determined on a consolidated basis
in accordance with GAAP.

"Consolidated Current Assets" means, at any date of determination
thereof, all assets of the LCC Consolidated Entities treated as current
assets, as determined on a consolidated basis in accordance with GAAP.

"Consolidated Current Liabilities" means, at any date of determination
thereof, all liabilities of the LCC Consolidated Entities treated as current
liabilities (other than the current portion of the Notes), as determined on a
consolidated basis in accordance with GAAP.

"Consolidated Debt" means, at any date of determination thereof, the
aggregate amount of Debt of the LCC Consolidated Entities (other than Debt
under the MCI Subordinated Guaranty), as determined on a consolidated basis in
accordance with GAAP.

"Consolidated EBIT" means, with respect to any fiscal period, the sum of
(a) Consolidated Net Income for such period, plus (b) the aggregate amount of
(i) Consolidated Income Tax Expense and (ii) Consolidated Interest Expense, to
the

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extent that such aggregate amount was deducted in the computation of
Consolidated Net Income for such period.

"Consolidated EBITDA" means, with respect to any fiscal period, the sum
of (a) Consolidated EBIT for such period, plus (b) the aggregate amount of
depreciation and amortization expense, to the extent that such aggregate
amount was deducted in the computation of Consolidated EBIT for such period.

"Consolidated Financing Charges" means, with respect to any fiscal
period, the sum of (a) Consolidated Interest Expense accrued during such
period, plus (b) Consolidated Principal Payments due during such period, plus
(c) the aggregate amount of Restricted Payments declared or paid during such
period.

"Consolidated Income Tax Expense" means, with respect to any fiscal
period, the amount of taxes accrued by the LCC Consolidated Entities during
such period, as determined on a consolidated basis in accordance with GAAP.

"Consolidated Intangible Assets" means, at any date of determination
thereof, all assets of the LCC Consolidated Entities which would be classified
as intangibles under GAAP including, without limitation, unamortized debt
discount and expense, unamortized acquisition, organization and reorganization
expense, unamortized research and development costs, patents, copyrights,
trademarks, trade names, franchises, goodwill and other similar intangible
assets, as determined on a consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" means, with respect to any fiscal period,
the amount of interest accrued on, and with respect to, Consolidated Debt
during such period (including, without limitation, amortization of debt
discount and financing fees and imputed interest on Capital Leases) plus all
finance charges, premiums and other fees, charges and expenses extracted from
any LCC Consolidated Entity in exchange for the forbearance from the
collection of money during such period, as determined on a consolidated basis
in accordance with GAAP.

"Consolidated Liabilities" means, at any date of determination thereof,
all liabilities of the LCC Consolidated Entities (other than liabilities under
the MCI Subordinated Guaranty), as determined on a consolidated basis in
accordance with GAAP.

"Consolidated Net Income" means, with respect to any fiscal period, net
income of the LCC Consolidated Entities for such period, as determined on a
consolidated basis in accordance with GAAP.

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"Consolidated Net Worth" means, at any date of determination thereof, all
amounts which would be included under stockholders' equity on a consolidated
balance sheet of the LCC Consolidated Entities, as determined on a
consolidated basis in accordance with GAAP.

"Consolidated Principal Payments" means, with respect to any fiscal
period, all principal due on Consolidated Debt during such period (including,
without limitation, imputed principal on Capital Leases), as determined on a
consolidated basis in accordance with GAAP.

"Consolidated Rentals" means, with respect to any fiscal period, all
rental expense due under the leases (other than Capital Leases) of the
Consolidated Entities during such period, as determined on a consolidated
basis in accordance with GAAP.

"Consolidated Subordinated Debt" means, at any date of determination
thereof, the Debt under the MCI Subordinated LCC Note and any other
indebtedness of any LCC Consolidated Entity for borrowed money (but in any
event excluding the Debt under the MCI Subordinated Guaranty) which is
subordinated to the Obligations on terms and conditions acceptable to the
Required Lenders, as determined on a consolidated basis in accordance with
GAAP.

"Consolidated Tangible Net Worth" means, at any date of determination
thereof, the result of (a) the sum of (i) Consolidated Net Worth plus (ii)
Consolidated Subordinated Debt minus (b) Consolidated Intangible Assets.

"Currency Protection Agreement" means any foreign exchange contract,
currency swap agreement or other financial agreement or arrangement between
one or more Lenders and an Obligor designed to protect against fluctuations in
currency values.

"Current Ratio" means, at any date of determination thereof, the ratio of
(a) Consolidated Current Assets to (b) Consolidated Current Liabilities.

"Customer" means the account debtor with respect to any of the
Receivables.

"DCR" means DCR Communications, Inc., a Maryland corporation.

"DCR Debentures" means the Series D Debentures in the principal amount of
$6,500,000 issued by DCR to the Borrower pursuant to the DCR Investment
Agreement, as amended or supplemented from time to time.

7
<PAGE> 15
"DCR Investment Agreement" means the Convertible Loan and Investment
Agreement dated as of March 20, 1996 between the Borrower and DCR, as amended
or supplemented from time to time.

"DCR Investment Documents" means (a) the DCR Investment Agreement, (b)
the DCR Debentures, (c) the Services Agreement dated as of March 20, 1996
between DCR and the Borrower, (d) the License Agreement dated as of March 20,
1996 between DCR and the Borrower, (e) the Articles of Incorporation of DCR,
(f) the By-Laws of DCR, (g) the Stockholders Agreement dated January 20, 1995
among each of the holders of DCR's Class A Common Stock and (h) the other
agreements and instruments to be executed pursuant to the terms of each of
such DCR Investment Documents as each may amended or supplemented from time to
time.

"Debt" means, with respect to any Person: (a) indebtedness of such Person
for borrowed money; (b) indebtedness for the deferred purchase price of
Property or services (except trade payables in the ordinary course of
business); (c) Unfunded Benefit Liabilities of such Person; (d) all
reimbursement obligations (whether or contingent or otherwise) of any
outstanding letters of credit issued for the account of such Person; (e)
obligations arising under acceptance facilities; (f) liabilities under
Guaranties of Debt of any other Person; (g) obligations secured by any Lien on
Property of such Person; (h) obligations of such Person as lessee under
Capital Leases; (i) the net obligations of such Person in respect of Interest
Rate Protection Agreements and Currency Protection Agreements; and (j) all
Capital Stock of such Person subject to repurchase or redemption during the
term of this Agreement, other than at the sole option of such Person.

"Default" means any event which with the giving of notice or lapse of
time, or both, would become an Event of Default.

"Default Rate" means, with respect to the principal of any Loan and, to
the extent permitted by law, any other amount payable by any Obligor or the
Parent under this Agreement, any Note or any other Facility Document that is
not paid when due (whether at stated maturity, by acceleration or otherwise),
a rate per annum during the period from and including the due date, to, but
excluding the date on which such amount is paid in full equal to two percent
(2%) above the Variable Rate as in effect from time to time plus the Interest
Margin (if any); provided that, if the amount so in default is principal of a
Fixed Rate Loan and the due date thereof is a day other than the last day of
the Interest Period therefor, the "Default Rate" for such principal shall be,
for the period from and including the due date and to but excluding the last
day of the Interest Period therefor, two percent (2%) above the interest rate

8
<PAGE> 16
for such Loan as provided in Section 2.11 and, thereafter, the rate provided
for above in this definition.

"Dollars" and the sign "$" mean lawful money of the United States of
America.

"Domestic Cash Equivalents" means (a) direct obligations of the United
States of America or any agency thereof with maturities of one year or less
from the date of acquisition, (b) commercial paper of a domestic issuer rated
at least "A-1" by Standard & Poor's Corporation or "P-1" by Moody's Investors
Service, Inc., (c) certificates of deposit, time deposits, repurchase
agreements, reverse repurchase agreements and bankers' acceptances with
maturities of one year or less from the date of acquisition issued by any
commercial bank operating within the United States of America having capital
and surplus in excess of $500,000,000 or (d) money market or mutual funds
whose sole investments are comprised of investments permitted under the
foregoing clauses (a) through (c).

"Domestic Plan" means any employee benefit or other plan established or
maintained, or to which contributions have been made, by the Consolidated
Entities or any ERISA Affiliate and which is covered by Title IV of ERISA,
other than a Multiemployer Plan.

"Domestic Subsidiary" means any Subsidiary of the Borrower which is not a
Foreign Subsidiary.

"Eligible Receivables" means, as of any date of determination thereof,
all Receivables of the Obligors as to which the Administrative Agent holds a
first priority perfected security interest, provided that such Receivables:
(a) arose in the ordinary course of business of the Obligors; (b) do not
represent amounts owed to the Obligors for goods shipped on a consignment or
"bill and hold" basis; (c) represent amounts owed for goods sold or leased or
services rendered to a Customer; (d) are payable in Dollars; (e) do not
include any amount which is not due or has not been paid within 90 days of the
invoice date; (f) do not have as the Customer a Person that is the subject of
any proceeding under any bankruptcy, reorganization, arrangement, readjustment
of debt, dissolution or liquidation law; (g) do not have as the Customer any
Affiliate other than Microcell so long as (i) Microcell is not a Subsidiary of
any Obligor and (ii) the aggregate amount of Receivables due from Microcell
does not exceed $500,000; (h) do not have as the Customer a Person located
outside the United States to the extent that the aggregate amount of such
Receivables exceeds 25% of all Receivables; (i) do not include any portion of
any Receivable as to which the Customer has asserted or could assert any
defense; (j) do not include that portion of any Receivable as to which any
offset or counterclaim has

9
<PAGE> 17
been asserted or could be asserted; (k) do not include the amount by which the
aggregate unpaid principal balance of all Receivables from a Customer exceeds
15% of the aggregate unpaid principal balance of all Receivables from all
Customers; (l) do not include any Receivable due from a Customer if 50% or
more of the aggregate Receivables from that Customer have not paid within 90
days of the invoice date; (m) do not include any Receivable arising out of any
Assigned Agreement which by its terms, forbids or prohibits the assignment of
such Receivable for collateral purposes; and (n) do not include any Receivable
the Required Lenders in the exercise of their reasonable discretion have
deemed ineligible because of the impairment of the value thereof to the
Lenders, the impairment of the Lenders to realize such value thereof or the
uncertainty as to the creditworthiness of the Customer thereunder.

"Environmental Laws" means any and all domestic, foreign, federal, state
and local statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, licenses, agreements with Governmental Authorities or other
governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants, or
industrial, toxic or hazardous substances or wastes into the environment
including, without limitation, ambient air, surface water, ground water, or
land, or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of pollutants,
contaminants, or industrial, toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including any rules and regulations promulgated
thereunder.

"ERISA Affiliate" means any corporation or trade or business which is a
member of any group of organizations (i) described in Section 414(b) or (c) of
the Code of which any LCC Consolidated Entity is a member, or (ii) solely for
purposes of potential liability under Section 302(c)(11) of ERISA and Section
412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and
Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of
which any LCC Consolidated Entity is a member.

"Event of Default" has the meaning given such term in Section 10.01.

"Facility Documents" means this Agreement, the Notes, the Letters of
Credit, the Assumption Agreements, the Interest Rate Protection Agreements,
the Currency Protection Agreements, the Parent Guaranty, the Subordination
Agreement and the Security Documents, as each may be amended or supplemented
from time to time.

10
<PAGE> 18
"Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions as
published by the Federal Reserve Bank of New York for such day (or for any day
that is not a Banking Day, for the immediately preceding Banking Day).

"Financing Charge Coverage Ratio" means, at any date of determination
thereof, the ratio of (a) Consolidated EBITDA for the most recently ended
Fiscal Quarter to (b) Consolidated Financing Charges for such Fiscal Quarter.

"Fiscal Quarter" means any calendar quarter.

"Fiscal Quarter Net Worth Increase Amounts" means, with respect to each
Fiscal Quarter, (a) the greater of (i) Zero Dollars ($0) and (ii) (A) if the
Initial Public Offering has not occurred on or before the end of such Fiscal
Quarter, 20% of Consolidated Net Income for such Fiscal Quarter and (B) if the
Initial Public Offering has occurred on or before the end of such Fiscal
Quarter, 50% of Consolidated Net Income for such Fiscal Quarter plus (b) 75%
of the proceeds (net of underwriting commissions and discounts and reasonable
fees and expenses) from the issuance of Capital Stock of the Borrower (other
than via the conversion of the MCI Subordinated LCC Note) or from the
incurrence of Consolidated Subordinated Debt during such Fiscal Quarter.

"Fiscal Year" means any calendar year.

"Fixed Base Rate" means with respect to any Interest Period for a Fixed
Rate Loan: the rate per annum (rounded upwards, if necessary, to the nearest
1/16 of one percent (1%)) quoted at approximately 11:00 a.m. London time by
the principal London branch of the Reference Lender two Banking Days prior to
the first day of such Interest Period for the offering to leading banks in the
London interbank market of Dollar deposits in immediately available funds, for
a period, and in an amount, comparable to the Interest Period and principal
amount of the Fixed Rate Loan which shall be made.

"Fixed Rate" means, for any Fixed Rate Loan for any Interest Period
therefor, a rate per annum (rounded upwards, if necessary, to the nearest
1/100 of one percent (1%)) reasonably determined by the Administrative Agent
to be equal to the quotient of (i) the Fixed Base Rate for such Loan for such
Interest Period, divided by (ii) one minus the Reserve Requirement for such
Loan for such Interest Period.

"Fixed Rate Loan" means any Loan when and to the extent the interest rate
therefor is determined on the basis of the definition "Fixed Rate."

11
<PAGE> 19
"Foreign Cash Equivalents" means: (a) direct obligations of, or
obligations fully guarantied or insured by, the government of the country in
which any Foreign Subsidiary is incorporated or has its principal place of
business with maturities of one year or less from the date of acquisition; and
(b) direct demand obligations issued by the principal banking institutions
located in any such country.

"Foreign Plan" means any pension plan or other deferred compensation
plan, program or arrangement maintained by any Foreign Subsidiary which may or
may not, under applicable local law, be required to be funded through a trust
or other funding vehicle.

"Foreign Subsidiary" means any Subsidiary of the Borrower which was
organized under the laws of a jurisdiction other than the United States of
America, any state thereof or the District of Columbia.

"Forfeiture Proceeding" means any action, proceeding or investigation
affecting any LCC Consolidated Entity or any Affiliate before any Governmental
Authority or the receipt of notice by any such party that any of them is a
suspect in or a target of any governmental inquiry or investigation, which may
result in an indictment of any of them or the seizure or forfeiture of any of
their respective Properties.

"GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time, applied on a basis
consistent with those used in the preparation of the financial statements
referred to in Section 6.05(a) (except for changes concurred in by the LCC
Consolidated Entities' independent public accountants).

"Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

"Guaranty" means, with respect to any Person, guaranties, endorsements
(other than for collection in the ordinary course of business) and other
contingent obligations of such Person with respect to the obligations of any
other Person (including, but not limited to, an agreement to purchase any
obligation, stock, assets, goods or services or to supply or advance any
funds, assets, goods or services, or an agreement to maintain or cause such
Person to maintain a minimum working capital or net worth or otherwise to
assure the creditors of any such other Person against loss).

"Hazardous Materials" means any and all pollutants, contaminants, toxic
or hazardous wastes or any other substances, the removal of which is required
or the

12
<PAGE> 20
generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is restricted, prohibited or
penalized by any applicable law.

"Initial Public Offering" means the initial public offering of the
Capital Stock of the Borrower.

"Intellectual Property Security Agreement" means the Intellectual
Property Security Agreement in the form of Exhibit G to be delivered by the
Borrower under the terms of this Agreement, as amended or supplemented from
time to time.

"Interest Coverage Ratio" means, at any date of determination thereof,
the ratio of (a) Consolidated EBIT for the most recently ended Fiscal Quarter
to (b) Consolidated Interest Expense for such Fiscal Quarter.

13
<PAGE> 21
"Interest Margin" means, for each type and class of Loan, the percentage
for such type and class of Loan set forth opposite the range of the Cash Flow
Leverage Ratio in the schedule below as determined as of the last day of each
Fiscal Quarter, with adjustments to become effective on the date of receipt by
the Administrative Agent of the most recent financial statements of the LCC
Consolidated Entities required to be furnished to the Lenders under Section
7.08(a) or Section 7.08(b):

<TABLE>
<CAPTION>
==============================================================================
Interest Margin
- ------------------------------------------------------------------------------
CASH FLOW
LEVERAGE RATIO Revolving Credit Loans Term Loans
- ------------------------------------------------------------------------------
Variable Fixed Rate Variable Fixed Rate
Rate Loans Loans Rate Loans Loans
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Less than 1.00 to 1.00 0% 1.00% 0% 1.25%
- ------------------------------------------------------------------------------
Equal to or greater than
1.00 to 1.00 and less
than 1.50 to 1.00 0% 1.25% 0% 1.50%
- ------------------------------------------------------------------------------
Equal to or greater than
1.50 to 1.00 and less
than 2.50 to 1.00 0% 1.50% .25% 1.75%
- ------------------------------------------------------------------------------
Equal to or greater than
2.50 to 1.00 .25% 1.75% .50% 2.00%
==============================================================================
</TABLE>

"Interest Period" means, with respect to any Fixed Rate Loan, the period
commencing on the date such Loan is made, converted from a Variable Rate Loan
or renewed, as the case may be, and ending, as the Borrower may select
pursuant to Section 2.07, on the numerically corresponding day in the first,
second, third, or sixth calendar month thereafter, provided that each such
Interest Period which commences on the last Banking Day of a calendar month
(or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Banking Day of
the appropriate calendar month.

"Interest Rate Protection Agreement" means an interest rate swap, cap or
collar agreement or similar arrangement between one or more Lenders and an
Obligor providing for the transfer or mitigation of interest risks either
generally or under specific contingencies.

"Investment" means any loan or advance to any Person or any purchase or
other acquisition of any capital stock, assets, obligations or other
securities of and

14
<PAGE> 22
Person, or any capital contribution to, investment in, or other acquisition of
any interest in, any Person.

"Issuing Lender" means The Chase Manhattan Bank (National Association), a
national banking association organized under the laws of the United States of
America, acting in its capacity as a Lender hereunder.

"Koll" means Koll Telecommunications Services, L.L.C., a Delaware limited
liability company.

"LCC Company Agreement" means the Limited Liability Company Agreement of
LCC, L.C.C. dated as of January 4, 1994, as amended by that certain First
Amendment to the Limited Liability Company Agreement of LCC, L.L.C. dated as
of December 30, 1994, as further amended by that certain Second Amendment to
Limited Liability Company Agreement of LCC, L.L.C. dated as of May 30, 1995,
as further amended by that certain Third Amendment to Limited Liability
Company Agreement of LCC, L.L.C. dated as of March 27, 1996 and as may be
further amended or supplemented from time to time.

"LCC Consolidated Entities" means the Borrower and the Subsidiaries of
the Borrower.

"LCC Predecessor Entities" means LCC, Incorporated, LCC International
Corporation, Eurofon Incorporated, Eurofon Incorp. & Co. KG and Eurofon of
France S.A.R.L. and Telecom Solutions, Incorporated.

"Lender" shall have the meaning assigned to such term in the introductory
paragraph hereof.

"Lending Office" means, for each Lender and for each type of Loan, the
lending office of such Lender (or of an affiliate of such Lender) designated
as such for such type of Loan on its signature page hereof or such other
office of such Lender (or of an affiliate of such Lender) as such Lender may
from time to time specify to the Administrative Agent and the Borrower as the
office by which its Loans of such type are to be made and maintained.

"Letter of Credit Availability" means, at any date of determination
thereof, the amount by which (a) the lesser of (i) the result of (A) the
aggregate amount of the Revolving Credit Commitments as of such date, minus
(B) the unpaid aggregate principal amount of the Revolving Credit Loans then
outstanding and (ii) $5,000,000 exceeds (b) the aggregate amount of the Letter
of Credit Obligations at such date.

15
<PAGE> 23
"Letter of Credit Funding" shall have the meaning assigned to such term
in Section 3.05(b) hereof.

"Letter of Credit Obligations" means, at any date of determination
thereof, all liabilities of the Borrower with respect to Letters of Credit,
whether or not any liability is contingent, including (without limitation) the
sum (without duplication) of (a) the aggregate amount available to be drawn
under the Letters of Credit then outstanding plus (b) the aggregate amount of
all unpaid Reimbursement Obligations; provided that such amount shall be
reduced to the extent that (x) the sum of (i) the Letter of Credit
Availability plus (ii) the aggregate amount of all Revolving Credit Loans
outstanding exceeds (y) the Borrowing Base.

"Letters of Credit" shall have the meaning assigned to such term in
Section 3.01(a) hereof.

"Leverage Ratio" means, at any date of determination thereof, the ratio
of (a) the result of (i) Consolidated Liabilities minus (ii) Consolidated
Subordinated Debt to (b) Consolidated Tangible Net Worth.

"Lien" means any lien (statutory or otherwise), security interest,
mortgage, deed of trust, priority, pledge, charge, conditional sale, title
retention agreement, financing lease or other encumbrance or similar right of
others, or any agreement to give any of the foregoing.

"Loan" means any loan made by a Lender pursuant to Section 2.01.

"Material Adverse Effect" means any material adverse effect on (a) the
business, profits, Properties or condition of the LCC Consolidated Entities,
taken as a whole, (b) the ability of any Obligor or the Parent to perform
their respective obligations under each of the Facility Documents to which it
is a party, (c) the binding nature, validity or enforceability of any of the
Facility Documents or (d) the validity, perfection, priority or enforceability
of the Liens in favor of the Administrative Agent securing the Obligations
hereunder, which, in each case, arises from, or reasonably could be expected
to arise from, any action or omission of action on the part of any LCC
Consolidated Entity or the Parent or the occurrence of any event or the
existence of any fact or condition in respect of any LCC Consolidated Entity,
the Parent or any of their respective Properties.

"Material Contract" means any written or oral contract, instrument,
agreement, commitment, obligation, plan or arrangement to which any LCC
Consolidated Entity is a party, a copy of which would be required to be filed
with the Securities and Exchange Commission as an exhibit to a registration
statement

16
<PAGE> 24
pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange
Commission if such LCC Consolidated Entity were registering securities under
the Securities Act.

"Material Contract Termination" means, at any date of determination
thereof, that (a) during the 90 day period ending on such date, one or more
revenue-producing contracts between any LCC Consolidated Entity and another
Person or other Persons have been terminated by the other Person or not
renewed or extended by the other Person(s) pursuant to a renewal or extension
option therein contained, (b) such contracts represented, in the aggregate,
more than 5% of the gross revenues of the LCC Consolidated Entities during the
then most recently ended Fiscal Year and (c) giving effect to the gross
revenues reasonably anticipated during the-then current Fiscal Year, the
reasonably anticipated gross revenues of the LCC Consolidated Entities for the
then current Fiscal Year will be less than 85% of those set forth for the
then-current Fiscal Year in the operating plan delivered to the Lenders.

"Material Revenue-Producing Contract" means any revenue-producing
contract between any LCC Consolidated Entity and another Person or other
Persons which represents more than 2.5% of the gross revenues of the LCC
Consolidated Entities during the then most recently ended Fiscal Year and, in
the case of any new such revenue-producing contract, any revenue-producing
contract entered into during such Fiscal Year which would represent more than
2.5% of the gross revenues of the LCC Consolidated Entities for the then
current Fiscal Year as set forth in its operating plan.

"MCI" means MCI Telecommunications Corporation, a Delaware corporation.

"MCI Escrow Account" shall have the meaning assigned to such term in the
MCI Escrow Agreement.

"MCI Escrow Agreement" means the form of Escrow Agreement dated as of May
30, 1995 to be entered into among the Borrower, MCI and NationsBank, N.A., as
Escrow Agent.

"MCI Note Purchase Agreement" means that certain Note Purchase Agreement
dated as of June 27, 1994 among the Parent, the other members of the Borrower
and MCI, as amended by that certain Waiver and Amendment dated as of May 30,
1995 and as further amended by that certain Second Waiver and Amendment dated
as of the date hereof.

"MCI Note Purchase Documents" means the MCI Note Purchase Agreement, the
MCI Subordinated Notes, the MCI Subordinated Guaranty, the MCI

17
<PAGE> 25
Securityholders Agreement and the other agreements and instruments to be
executed pursuant to the terms of each of such MCI Note Purchase Documents.

"MCI Securityholders Agreement" means the Securityholders Agreement dated
as of June 27, 1994 among the Parent, the other members of the Borrower and
MCI, as amended by that certain Waiver and Amendment dated as of May 30, 1995
and as further amended by that certain Second Waiver and Amendment dated as of
the date hereof.

"MCI Subordinated Guaranty" means the Guaranty dated June 27, 1994 by the
Borrower in favor of MCI pursuant to which the Borrower guarantied the
obligations of the Parent under the MCI Subordinated Telcom Note.

"MCI Subordinated LCC Note" means that certain convertible Subordinated
Note Due 2000 in the principal amount of $20,000,000 issued by the Borrower to
MCI pursuant to the MCI Note Purchase Agreement.

"MCI Subordinated Notes" means (a) the MCI Subordinated LCC Note, (b) the
MCI Subordinated Telcom Note and (c) any other Subordinated Notes Due 2000 of
the Borrower issued pursuant to Section 4.4 of the MCI Securityholders
Agreement.

"MCI Subordinated Telcom Note" means that certain convertible
Subordinated Note Due 2000 in the principal amount of $30,000,000 issued by
the Parent to MCI pursuant to the MCI Note Purchase Agreement.

"Microcell" means Microcell Management, L.L.C., a Maryland limited
liability company.

"Multiemployer Plan" means a Plan defined as such in Section 3(37) of
ERISA to which contributions have been made by any LCC Consolidated Entity or
any ERISA Affiliate and which is covered by Title IV of ERISA.

"NextWave" means NextWave Telecom Inc., a Delaware corporation.

"NextWave Investment Agreement" means the Subscription Agreement dated as
of March 12, 1996 between NextWave and the Borrower, as amended or
supplemented from time to time.

"NextWave Investment Documents" means (a) the NextWave Investment
Agreement, (b) the NextWave Telecom, Inc. Series B Common Stock Warrant dated
March 12, 1996, (c) the Services Agreement dated as of March 12, 1996 between
NextWave and the Borrower, (d) the Letter Agreement dated as of March 12, 1996

18
<PAGE> 26
between NextWave and the Borrower, (e) the Restated Certificate of
Incorporation of NextWave, (f) the By-Laws of NextWave, (g) the Amended and
Restated Shareholders' Rights Agreement dated as of February 1996 among
NextWave and each of the holders of its Series A Common Stock, its Series B
Common Stock and its Series C Common Stock, (h) the Amended and Restated
Stockholders' Voting Agreement dated as of February 1996 among NextWave and
each of the holders of its Series A Common Stock, its Series B Common Stock
and its Series C Common Stock, (i) the Amended and Restated Escrow Agreement
dated as of January 1996 among NextWave, certain investors in NextWave and
Chemical Bank, as Escrow Agent, (j) the Confidential Private Placement
Memorandum dated December 1995 of NextWave and (k) the other agreements and
instruments to be executed pursuant to the terms of each such NextWave
Investment Document, as each may be amended or supplemented from time to time.

"Note Purchase Agreement" shall have the meaning assigned to such term in
the recitals hereof.

"Notes" means the Revolving Credit Notes and the Term Notes.

"Obligations" means the unpaid principal of and interest on (including
interest accruing on or after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, whether or
not a claim for post-filing or post-petition interest is allowed in such
proceeding) the Notes and all other obligations and liabilities of any Obligor
to the Administrative Agent or any Lender, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, this
Agreement, any Note, any Letter of Credit, any Interest Rate Protection
Agreement, any Currency Protection Agreement, any other Facility Document and
any other document made, delivered or given in connection therewith or
herewith, whether on account of principal, interest, Guaranties, reimbursement
obligations, fees, indemnities, costs, expenses (including, without
limitation, all fees and disbursements of counsel to the Administrative Agent
or any Lender) or otherwise.

"Obligors" shall have the meaning assigned to such term in the
introductory paragraph hereof.

"Parent" means Telcom Ventures, L.L.C., a Delaware limited liability
company.

"Parent Guaranty" means the Unconditional Guaranty in the form of EXHIBIT
C to be delivered by the Parent under the terms of this Agreement, as amended
or supplemented from time to time.

19
<PAGE> 27
"Parent Pledge Agreement" means the Pledge Agreement in the form of
EXHIBIT H2 to be delivered by the Parent under the terms of this Agreement, as
amended or supplemented from time to time.

"Participating Interest" means, with respect to each Letter of Credit,
(a) in the case of the Issuing Lender, its interest in such Letter of Credit
after giving effect to the granting of any participating interest therein
pursuant hereto and (b) in the case of each Participating Lender, its
undivided participating interest in such Letter of Credit.

"Participating Lender" means, with respect to any Letter of Credit, any
Lender (other than the Issuing Lender) with respect to its Participating
Interest in each Letter of Credit.

"Payor" shall have the meaning assigned to such term in Section 12.13.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

"Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

"Phantom Membership Plan" means the LCC, L.L.C. 1994 Phantom Membership
Plan, as may amended or supplemented from time to time.

"Pledge Agreement" means the Pledge Agreement in the form of EXHIBIT H1
to be delivered by each of the Obligors under the terms of this Agreement, as
amended or supplemented from time to time.

"Prime Rate" means that rate of interest from time to time announced by
The Chase Manhattan Bank (National Association) as its prime commercial
lending rate.

"Principal Office" means the principal office of the Administrative
Agent, presently located at 1 Chase Manhattan Plaza, New York, New York 10081.

"Property" means any interest in any kind of property or asset, whether
real, personal or mixed, and whether tangible or intangible.

"Proprietary Rights" means all of the following along with all income,
royalties, damages and payments thereon (including damages and payments for
past or future infringements or misappropriations thereof), the rights to sue
and recover for past

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infringements and misappropriations thereof and any and all corresponding
rights that, now or hereafter, may be secured throughout the world: (i)
patents, patent applications, patent disclosures and inventions (whether or
not patentable and whether or not reduced to practice) and any reissues,
continuations, continuations-in-part, revisions, extensions or reexaminations
thereof; (ii) trademarks, service marks, trade dress, trade names and
corporate names and registrations, renewals and applications for registration
thereof, together with the goodwill associated therewith; (iii) copyrights and
copyrightable works and registrations, renewals and applications for
registration thereof; (iv) mask works and registrations and applications for
registration thereof; (v) computer software (including all databases, data and
documentation); (vi) trade secrets and other confidential information
(including ideas, formulas, compositions, inventions, know-how, manufacturing
and production processes and techniques, research and development information,
drawings, specifications, designs, plans, proposals, technical data,
copyrightable works, financial and marketing plans and customer and supplier
lists and information); (vii) other intellectual property rights; and (viii)
copies and tangible embodiments thereof (in whatever form or medium).

"Purchase Money Lien" means a Lien on any Property acquired by any LCC
Consolidated Entity or placed on any Property of any LCC Consolidated Entity
in order to finance the acquisition or construction of such Property or the
construction of improvements located on such Property, or the assumption of
any Lien on Property existing at the time of the acquisition of such Property
or of the Person holding such Property or a Lien incurred in connection with
any conditional sale or other title retention agreement or a Capital Lease.

"Receivables" shall have the meaning assigned to such term in the
Security Agreement.

"Reference Lender" means The Chase Manhattan Bank (National Association)
(or, with respect to Fixed Rate Loans, if The Chase Manhattan Bank (National
Association) no longer quotes on the London interbank market, such successor
leading bank in the London interbank market which shall be reasonably
appointed by the Administrative Agent and shall be reasonably acceptable to
the Borrower).

"Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as the same may be amended or supplemented from time to
time.

"Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as the same may be amended or supplemented from time to
time.

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"Regulatory Change" means, with respect to any bank, any change after the
date of this Agreement in United States federal, state, municipal or foreign
laws or regulations (including without limitation Regulation D) or the
adoption or making after such date of any written interpretations, directives
or requests applying to a class of banks of which such bank is a member, of or
under any United States, federal, state, municipal or foreign laws or
regulations (whether or not having the force of law) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof.

"Reimbursement Obligation" means the obligation of the Borrower to
reimburse the Issuing Lender in accordance with the terms of this Agreement
for the payment made by the Issuing Lender under any Letter of Credit.

"Required Lenders" means, at any time while no Obligations are
outstanding, Lenders having at least 51% of the aggregate amount of the
Revolving Credit Commitments and, at any time while Obligations are
outstanding, Lenders holding at least 51% of the aggregate amount of
Obligations.

"Required Payment" shall have the meaning assigned to such term in
Section 12.13.

"Reserve Requirement" means for any Fixed Rate Loan for any Interest
Period therefor, the average maximum rate (expressed as a decimal) at which
reserves (including any marginal, supplemental or emergency reserves) are
required to be maintained during such Interest Period under Regulation D by
member banks of the Federal Reserve System in New York City with deposits
exceeding $1,000,000,000 against "Eurocurrency liabilities" (as such term is
used in Regulation D). Without limiting the effect of the foregoing, the
Reserve Requirement shall reflect any other reserves required to be maintained
by such member banks by reason of any Regulatory Change against (i) any
category of liabilities which includes deposits by reference to which the
Fixed Base Rate for Fixed Rate Loans is to be determined as provided in the
definition of "Fixed Base Rate" in this Section 1.01 or (ii) any category of
extensions of credit or other assets which include Fixed Rate Loans.

"Restricted Payment" means, with respect to any Person, (a) the
declaration or payment of any dividends by such Person, or the purchase,
redemption, retirement or other acquisition for value of any of its Capital
Stock now or hereafter outstanding, or the making of any distribution of
assets to its stockholders, partners or members as such whether in cash,
assets or in obligations of such Person, or the allocation or other setting
apart of any sum for the payment of any dividend or distribution on, or for
the purchase, redemption, retirement or other acquisition of any shares of its
Capital Stock, or the making of any other distribution, by reduction of
capital or

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<PAGE> 30
otherwise, in respect of any shares of its Capital Stock (including, without
limitation, any distributions made with respect to measurement shares for
which stock appreciation rights or phantom rights have been issued but in any
event excluding noncash accruals made under the Phantom Membership Plan), (b)
the making of payments of interest on, or payments or prepayments of principal
of, or payments (or setting apart of money for a sinking or other analogous
fund) for the purchase, redemption, retirement or other acquisition of
principal or interest, on the MCI Subordinated Notes or (c) the making of any
loan or advance or the payment of any management fee, consulting fee, advisory
fee, investment banking transaction fee or commission or similar remuneration
paid or payable to any Affiliate other than to Microcell or Koll so long as
such payment is permitted under Section 8.09.

"Revolving Credit Commitment" means, with respect to each Lender, the
obligation of such Lender to make its Revolving Credit Loans under this
Agreement in the aggregate principal amount set forth in SCHEDULE I, as such
amount may be reduced or otherwise modified from time to time.

"Revolving Credit Commitment Percentage" means, as to any Lender at any
date of determination thereof, the percentage of the aggregate Revolving
Credit Commitments constituted by such Lender's Revolving Credit Commitment at
such date.

"Revolving Credit Loan" means any loan made by a Lender pursuant to
Section 2.01(a).

"Revolving Credit Notes" means the promissory notes issued by the
Borrower in the form of EXHIBIT A hereto evidencing the Revolving Credit Loans
made by a Lender hereunder and all promissory notes delivered in substitution
or exchange therefor, as amended or supplemented from time to time.

"Revolving Credit Termination Date" means May 15, 1999.

"Securities Act" means the Securities Act of 1933, as amended.

"Security Agreement" means the Security Agreement in the form of EXHIBIT
F to be delivered by each of the Obligors under the terms of this Agreement,
as amended or supplemented from time to time.

"Security Documents" means the Security Agreement, the Intellectual
Property Security Agreement, the Pledge Agreement, the Parent Pledge Agreement
and each other security document that may from time to time be delivered to
the

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<PAGE> 31
Administrative Agent (including all financing statements, fixture filings,
mortgages, assignments and stock certificates delivered to the Administrative
Agent).

"Significant Subsidiary" means any Subsidiary of the Borrower other than
a Subsidiary of the Borrower which, if aggregated with all other Subsidiaries
of the Borrower which are not Obligors and considered as a single Subsidiary,
would not meet the definition of a "significant subsidiary" contained in
Regulation S-X of the Securities and Exchange Commission, as in effect on the
date hereof.

"Subordination Agreement" means the Subordination and Intercreditor
Agreement dated as of May 30, 1995 among MCI, Chase, the Borrower and the
Parent, as amended as of March 15, 1996 and as attached as EXHIBIT I, as may
be further amended or supplemented from time to time.

"Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company or other entity of which at least a
majority of the Voting Stock having ordinary voting power (absolutely or
contingently) for the election of directors or other persons performing
similar functions are at the time owned directly or indirectly by such Person.
"Wholly-Owned Subsidiary" means, with respect to any Person, any such
corporation, partnership, limited liability company or other entity of which
all of such Capital Stock are so owned by such Person.

"Subsidiary Guarantors" shall have the meaning assigned to such term in
the introductory paragraph hereof.

"Term Loan" shall have the meaning assigned to such term in Section
2.01(b).

"Term Loan Commitment" means, with respect to each Lender, the obligation
of such Lender to make its Term Loans under this Agreement in the aggregate
principal amount set forth in SCHEDULE I.

"Term Loan Percentage" means, as to any Lender at any date of
determination thereof, the percentage of the aggregate outstanding principal
amount of Term Loans constituted by the outstanding principal amount of such
Lender's Term Loan at such date.

"Term Loan Termination Date" means May 15, 2001.

"Term Notes" means the promissory notes issued by the Borrower in the
form of EXHIBIT B hereto evidencing the Term Loan made by a Lender hereunder
and all promissory notes delivered in substitution or exchange therefor, as
amended or supplemented from time to time.

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"Termination Date" means, with respect to any Revolving Credit Loan, the
Revolving Credit Termination Date, and, with respect to any Term Loan, the
Term Loan Termination Date.

"`type' of Loans" shall have the meaning assigned to such term in Section
2.01(c).

"UCP" means the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce, Publication No. 500.

"Unconditional Guaranty" shall have the meaning assigned to such term in
Section 11.01.

"Unfunded Benefit Liabilities" means, with respect to any Domestic Plan
or Foreign Plan, the amount (if any) by which the present value of all benefit
liabilities (within the meaning of Section 4001(a)(16) of ERISA or within the
meaning of any similar foreign law) under such Domestic Plan or Foreign Plan
exceeds the fair market value of all assets of such Domestic Plan or Foreign
Plan allocable to such benefit liabilities, as determined on the most recent
valuation date of such Domestic Plan or Foreign Plan and in accordance with
the provisions of ERISA or such similar foreign law for calculating the
potential liability of any LCC Consolidated Entity or any ERISA Affiliate
under Title IV of ERISA or such similar foreign law.

"Variable Rate" means, for any day, the higher of (a) the Federal Funds
Rate for such day plus 1/2 of one percent and (b) the Prime Rate for such day.

"Variable Rate Loan" means any Loan when and to the extent the interest
rate for such Loan is determined in relation to the Variable Rate.

"Voting Stock" means, with respect to any Person, the Capital Stock of
such Person of any class or classes, the holders of which are ordinarily, in
the absence of contingencies, entitled to vote for the election of members of
the Board of Directors (or Persons performing similar functions, including,
without limitation, the members of any members' committee or similar committee
of a limited liability company) of such Person, including in any event,
without limitation, any membership interest or other interest in a limited
liability company which is ordinarily, in the absence of contingencies,
entitled to vote or consent with respect to matters affecting the management
or conduct of business of such limited liability company.

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Section 1.02. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP, and all financial
data required to be delivered hereunder shall be prepared in accordance with
GAAP.

ARTICLE 2. THE CREDIT.

Section 2.01. Loans. (a) Subject to the terms and conditions of this
Agreement, each of the Lenders severally agrees to make revolving credit loans
(the "Revolving Credit Loans") to the Borrower from time to time from and
including the Closing Date to but excluding the Revolving Credit Termination
Date, in such amounts that the aggregate principal amount of such Lender's
Revolving Credit Loans at any one time outstanding does not exceed the amount
of its Revolving Credit Commitment. The aggregate amount of the Revolving
Credit Loans outstanding at any time shall never exceed the result of (i) the
lesser of (A) the Borrowing Base and (B) the aggregate amount of the Revolving
Credit Commitments minus (ii) the aggregate amount of Letter of Credit
Obligations outstanding at such time. The Revolving Credit Loans shall be due
and payable on the Revolving Credit Termination Date.

(b) Subject to the terms and conditions of this Agreement, each of
the Lenders severally agrees to make a term loan (the "Term Loans") to the
Borrower on the Closing Date, in an amount up to but not exceeding in the
aggregate principal amount, the amount of its Term Loan Commitment. The
principal amounts of the Term Loans shall be repaid in twenty equal quarterly
installments, each such installment to be payable on the fifteenth day of each
February, May, August and November beginning on August 15, 1996 and ending on
the Term Loan Termination Date and to be in the aggregate amount of $375,000,
to be paid pro rata to the Lenders in accordance with the respective unpaid
principal amounts of the Term Loans held by each Lender.

(c) The Loans may be outstanding at the Borrower's option as
Variable Rate Loans or Fixed Rate Loans (each a "type" of Loans) and as
Revolving Credit Loans or Term Loans (each a "class" of Loans). Each type of
Loans of each Lender shall be made and maintained at such Lender's Lending
Office for such type of Loans.

Section 2.02. The Notes. The Revolving Credit Loans of each Lender
shall be evidenced by a single promissory note in favor of such Lender in the
form of EXHIBIT A, dated the Closing Date, duly completed and executed by the
Borrower. The Term Loan of each Lender shall be evidenced by a single
promissory note in favor of such Lender in the form of EXHIBIT B, dated the
Closing Date, duly completed and executed by the Borrower.

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<PAGE> 34
Section 2.03. Purpose. The Borrower shall use the proceeds of the Loans
to finance the repayment of all amounts owed to The Chase Manhattan Bank
(National Association) under that certain Note Purchase Agreement dated as of
May 30, 1995 between the Borrower and Nomura Holding America, Inc. and for
general limited liability company purposes including, without limitation,
working capital, Acceptable Investments and Acceptable Acquisitions. Such
proceeds shall not be used for the purpose, whether immediate, incidental or
ultimate, of buying or carrying "margin stock" within the meaning of
Regulation U.

Section 2.04. Borrowing Procedures. The Borrower shall give the
Administrative Agent notice (which may be telephonic if confirmed by telex,
telecopy or other writing) of each borrowing to be made hereunder as provided
in Section 2.09. Not later than 12:00 noon New York, New York time on the
date specified for such borrowing hereunder, each Lender shall, through its
Lending Office, subject to the conditions of this Agreement, make the amount
of the Loan to be made by it on such day available to the Administrative Agent
at the Principal Office in immediately available funds for the account of the
Administrative Agent. The amount so received by the Administrative Agent
shall, subject to the conditions of this Agreement, be made available to the
Borrower, in immediately available funds, on the date specified for such
borrowing in the Borrower's notice, by the Administrative Agent by crediting
an account of the Borrower designated by the Borrower and maintained with the
Administrative Agent at the Principal Office.

Section 2.05. Optional Prepayments and Conversions. The Borrower shall
have the right to make prepayments of principal without penalty or premium, or
to convert one type of Loans into another type of Loans, at any time or from
time to time; provided that: (a) the Borrower shall give the Administrative
Agent notice of each such prepayment or conversion as provided in Section
2.09; and (b) Fixed Rate Loans may be prepaid or converted only on the last
day of an Interest Period for such Fixed Rate Loans unless the Borrower agrees
to provide to the Administrative Agent for the account of each Lender
compensation in accordance with Section 4.05. In the case of the Term Loans,
all prepayments shall be applied to the principal installments of the Term
Loans in the inverse order of their maturities.

Section 2.06. Mandatory Prepayments. If any time prior to the Revolving
Credit Termination Date, the aggregate amount of all Revolving Credit Loans
shall exceed the result of (i) the lesser of (A) the Borrowing Base and (B)
the aggregate amount of the Revolving Credit Commitments minus (ii) the
aggregate amount of Letter of Credit Obligations outstanding at such time, the
Borrower shall repay the Lenders forthwith such amounts as may be necessary to
eliminate such excess (and if the Revolving Credit Loans cannot be repaid to
eliminate any such excess which is

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<PAGE> 35
due to the amount of outstanding Letters of Credit, the Borrower shall deposit
with the Administrative Agent sufficient cash collateral to cover such
excess), and the failure of the Borrower to make and the Lenders to receive
such payment (or the failure of the Borrower to deposit such cash collateral)
shall constitute an Event of Default.

Section 2.07. Interest Periods; Renewals. (a) In the case of each
Fixed Rate Loan, the Borrower shall select an Interest Period of any duration
in accordance with the definition of Interest Period in Section 1.01, subject
to the following limitations: (i) no Interest Period may extend beyond the
Termination Date; (ii) notwithstanding clause (i) above, no Interest Period
shall have a duration less than one month, and if any such proposed Interest
Period would otherwise be for a shorter period, such Interest Period shall not
be available; (iii) if an Interest Period would end on a day which is not a
Banking Day, such Interest Period shall be extended to the next Banking Day,
unless such Banking Day would fall in the next calendar month in which event
such Interest Period shall end on the immediately preceding Banking Day; and
(iv) no more than ten Interest Periods of each Lender may be outstanding at
any one time.

(b) Upon notice to the Administrative Agent as provided in Section
2.09, the Borrower may renew any Fixed Rate Loan on the last day of the
Interest Period therefor as the same type of Loan with an Interest Period of
the same or different duration in accordance with the limitations provided
above. If the Borrower shall fail to give notice to the Administrative Agent
of such a renewal, such Fixed Rate Loan shall automatically become a Variable
Rate Loan on the last day of the current Interest Period.

Section 2.08. Changes of Commitments. (a) Immediately following the
making of the Term Loans, the Term Loan Commitments shall be terminated on the
Closing Date and shall not be reinstated.

(b) The Borrower shall have the right to reduce or terminate the
amount of unused Revolving Credit Commitments at any time or from time to
time, provided that: (i) the Borrower shall give notice of each such reduction
or termination to the Administrative Agent as provided in Section 2.09; and
(ii) each partial reduction shall be in an aggregate amount at least equal to
$1,000,000. The Revolving Credit Commitments once reduced or terminated may
not be reinstated.

Section 2.09. Certain Notices. Notices by the Borrower to the
Administrative Agent of each borrowing pursuant to Section 2.04, each
prepayment or conversion pursuant to Section 2.05 and each renewal pursuant to
Section 2.07(b), and each reduction or termination of the Revolving Credit
Commitments pursuant to Section

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<PAGE> 36
2.08(b) shall be irrevocable and shall be effective only if received by the
Administrative Agent not later than 11:00 a.m. New York, New York time, and
(a) in the case of borrowings and prepayments of, conversions into and (in the
case of Fixed Rate Loans) renewals of (i) Variable Rate Loans, given the same
Banking Day; and (ii) Fixed Rate Loans, given three Banking Days prior
thereto; and (b) in the case of reductions or termination of the Revolving
Credit Commitments, given three Banking Days prior thereto. Each such notice
shall specify the type and class of the Loans to be borrowed, prepaid,
converted or renewed and the amount thereof (subject to Section 2.10) (and, in
the case of a conversion, the type of Loan to result from such conversion,
and, in the case of a Fixed Rate Loan, the Interest Period therefor) and the
date of the borrowing, prepayment, conversion or renewal (which shall be a
Banking Day). Each such notice of reduction or termination shall specify the
amount of the Revolving Credit Commitments to be reduced or terminated. The
Administrative Agent shall promptly notify the Lenders of the contents of each
such notice.

Section 2.10. Minimum Amounts. Except for borrowings which exhaust the
full remaining amount of the Commitments, prepayments or conversions which
result in the prepayment or conversion of all Loans of a particular type or
class or conversions made pursuant to Section 4.04, each borrowing,
prepayment, conversion and renewal of principal of Loans of a particular type
shall be in an amount not less than (i) $250,000 in the aggregate for all
Lenders in the case of Variable Rate Loans and (ii) $1,000,000 in the
aggregate for all Lenders (plus increments of $100,000 in excess thereof) in
the case of Fixed Rate Loans unless such minimum amount is waived by the
Required Lenders (borrowings, prepayments, conversions or renewals of or into
Loans of different types or, in the case of Fixed Rate Loans, having different
Interest Periods at the same time hereunder to be deemed separate borrowings,
prepayments, conversions and renewals for the purposes of the foregoing, one
for each type or Interest Period). Anything in this Agreement to the contrary
notwithstanding, the aggregate principal amount of Fixed Rate Loans having
concurrent Interest Periods shall be at least equal to $1,000,000.

Section 2.11. Interest. (a) Interest shall accrue on the outstanding
and unpaid principal amount of each Loan for the period from and including the
date of such Loan to but excluding the date such Loan is due at the following
rates per annum: (i) for a Variable Rate Loan, at a variable rate per annum
equal to the Variable Rate plus the Interest Margin and (ii) for a Fixed Rate
Loan, at a fixed rate equal to the Fixed Rate plus the Interest Margin. If an
Event of Default shall exist, interest shall accrue on the outstanding
principal amount of any Loan and any other amount payable by the Borrower
hereunder, under any Note or under any other Facility Document to the fullest
extent permitted by law from and including such due date to

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<PAGE> 37
but excluding the date such amount is paid in full or such Event of Default is
cured at the Default Rate.

(b) The interest rate on each Variable Rate Loan shall change when
the Variable Rate changes and interest on each such Loan shall be calculated
on the basis of a year of 365/366 days for the actual number of days elapsed.
Interest on each Fixed Rate Loan shall be calculated on the basis of a year of
360 days for the actual number of days elapsed. Promptly after the
determination of any interest rate provided for herein or any change therein,
the Administrative Agent shall notify the Borrower and the Lenders.

(c) Accrued interest shall be due and payable in arrears upon any
prepayment of principal or conversion and (i) for each Variable Rate Loan, on
the fifteenth day of each February, May, August and November commencing the
first such date after such Loan; and (ii) for each Fixed Rate Loan, on the
last day of the Interest Period with respect thereto and, in the case of an
Interest Period greater than three months or 90 days, at three-month intervals
after the first day of such Interest Period; provided that interest accruing
at the Default Rate shall be due and payable from time to time on demand of
the Administrative Agent.

Section 2.12. Fees. (a) The Borrower shall pay to the Administrative
Agent for the account of each Lender a commitment fee on the daily average of
the unused Revolving Credit Commitments to such Borrower of such Lender minus
such Lender's pro rata share of Letter of Credit Obligations, for the period
from and including the date hereof to the earlier of the date all of the
Revolving Credit Commitments are terminated or the Revolving Credit
Termination Date at a rate per annum (i) if the Cash Flow Leverage Ratio is
less than 1.50 to 1.00, equal to 1/4 of one percent, (ii) if the Cash Flow
Leverage Ratio is equal to or greater than 1.50 to 1.00 and less than 2.50 to
1.00, equal to 3/8 of one percent or (iii) if the Cash Flow Leverage Ratio is
equal to or greater than 2.50 to 1.00, equal to 1/2 of one percent, calculated
in each case on the basis of a year of 360 days for the actual number of days
elapsed. The accrued commitment fee shall be due and payable in arrears upon
any reduction or termination of the Revolving Credit Commitments and on the
fifteenth day of each February, May, August and November, commencing on the
first such date after the Closing Date.

(b) The Borrower shall pay to the Administrative Agent for its own
account the fees set forth in the fee letter dated as of the Closing Date
between the Borrower and the Administrative Agent.

Section 2.13. Payments Generally. All payments under this Agreement,
the Notes and the other Facility Documents shall be made in Dollars in
immediately

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available funds not later than 11:00 a.m. New York, New York time on the
relevant dates specified above or in such Facility Document (each such payment
made after such time on such due date to be deemed to have been made on the
next succeeding Banking Day) by, unless the Administrative Agent agrees to
accept payment by other means, the debiting by the Administrative Agent for
the account of the applicable Lending Office of each Lender, or by any Lender
for whose account any such payment is to be made, of the amount of any such
payment from any ordinary deposit account of the Borrower with the
Administrative Agent or such Lender, as the case may be, and the
Administrative Agent so doing shall promptly notify the Borrower and any
Lender so doing shall promptly notify the Administrative Agent which in turn
shall promptly notify the Borrower. The Borrower shall, at the time of making
each optional payment under this Agreement, any Note or any other Facility
Document, specify to the Administrative Agent the principal or other amount
payable by the Borrower under this Agreement, such Note or such other Facility
Document to which such payment is to be applied (and in the event that it
fails to so specify, or if a Default or Event of Default has occurred and is
continuing, the Administrative Agent may apply such payment as it may elect in
its sole discretion (subject to Section 11.16)). If the due date of any
payment under this Agreement, any Note or any other Facility Document would
otherwise fall on a day which is not a Banking Day, such date shall be
extended to the next succeeding Banking Day and interest shall be payable for
any principal so extended for the period of such extension. Each payment
received by the Administrative Agent hereunder, under any Note or any other
Facility Document for the account of a Lender shall be paid promptly to such
Lender, in immediately available funds, for the account of such Lender's
Lending Office.

ARTICLE 3. THE LETTERS OF CREDIT.

Section 3.01. Letters of Credit. (a) Subject to the terms and
conditions of this Agreement, the Issuing Lender, on behalf of the Lenders,
and in reliance on the agreement of the Lenders set forth in Section 3.04,
agrees to issue on any Banking Day prior to the Revolving Credit Termination
Date, for the account of the Borrower, irrevocable documentary and standby
letters of credit in such form as may from time to time be approved by the
Issuing Lender acting reasonably (together with the applications therefor, the
"Letters of Credit"); provided that on the date of the issuance of any Letter
of Credit, and after giving effect to such issuance, the Letter of Credit
Obligations shall not exceed the Letter of Credit Availability.

(b) Each Letter of Credit shall (i) have an expiry date no later
than the earlier of (A) one year from the date of issuance provided that such
Letter of Credit may automatically renew for subsequent one year terms upon
the failure of the Issuing Lender to provide sixty days' prior written notice
of termination to the

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Borrower and (B) the Revolving Credit Termination Date, (ii) be denominated in
Dollars, (iii) be in a minimum face amount of $100,000 and (iv) provide for
the payment of sight drafts when presented for honor thereunder in accordance
with the terms thereof and when accompanied by the documents described therein
or when such documents are presented, as the case may be.

Section 3.02. Purposes. The Borrower shall use the Letters of Credit
for the purpose of securing obligations incurred in the ordinary course of
business.

Section 3.03. Procedures for Issuance of Letters of Credit. The
Borrower may from time to time request that the Issuing Lender issue a Letter
of Credit by delivering to the Issuing Lender at its address for notices
specified herein an application therefor in such form as may from time to time
be approved by the Issuing Lender acting reasonably, completed to the
reasonable satisfaction of the Issuing Lender, and such other certificates,
documents and other papers and information as the Issuing Lender may
reasonably request. Upon receipt of any application, the Issuing Lender will
process such application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the requested Letter of Credit
in such customized form as may reasonably be requested by the Borrower (but in
no event shall the Issuing Lender issue any Letter of Credit later than five
Banking Days after receipt of the application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by the Issuing Lender and the Borrower. The Issuing
Lender shall furnish a copy of such Letter of Credit to the Borrower promptly
following the issuance thereof.

Section 3.04. Participating Interests. In the case of each Letter of
Credit, effective as of the date of the issuance thereof, the Issuing Lender
agrees to allot and does allot to each other Lender, and each such Lender
severally and irrevocably agrees to take and does take a Participating
Interest in such Letter of Credit in a percentage equal to such Lender's pro
rata share of the Letter of Credit Obligations (calculated based on its
Revolving Credit Commitment Percentage). On the date that any Lender becomes
a party to this Agreement in accordance with Section 12.05, Participating
Interests in any outstanding Letter of Credit held by the transferor Lender
from which such transferee Lender acquired its interest hereunder shall be
proportionately reallotted between such transferee Lender and such transferor
Lender. Each Participating Lender hereby agrees that its obligation to
participate in each Letter of Credit, and to pay or to reimburse the Issuing
Lender for its participating share of the drafts drawn thereunder, is
absolute, irrevocable and unconditional and shall not be affected by any
circumstances whatsoever, including, without limitation, the occurrence and
continuance of any Default or Event of Default, and that each

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such payment shall be made without any offset, abatement, withholding or other
reduction whatsoever.

Section 3.05. Payments. (a) In order to induce the Issuing Lender to
issue the Letters of Credit, the Borrower hereby agrees to reimburse the
Issuing Lender, unless such Reimbursement Obligation has been accelerated
pursuant to Section 10.02, by not later than 1:00 p.m., New York City time, on
each date that the Borrower has been notified by the Issuing Lender that any
draft presented under any Letter of Credit is paid by the Issuing Lender, for
(i) the amount of the draft paid by the Issuing Lender and (ii) the amount of
any taxes, fees, charges or other reasonable costs or expenses whatsoever
incurred by the Issuing Lender in connection with any payment made by the
Issuing Lender under, or with respect to, such Letter of Credit. Each such
payment shall, subject to the next sentence hereof, be made to the Issuing
Lender at its office specified in Section 12.06, in lawful money of the United
States and in immediately available funds by not later than 1:00 p.m., New
York City time, on the day that payment is made by the Issuing Lender (or, if
such drawing occurs after 1:00 p.m. New York City time, on the next succeeding
Banking Day). If such payment is not made in full, all amounts remaining
unpaid by the Borrower under this Section 3.05 shall, to the extent otherwise
permitted hereunder, automatically be deemed to be a borrowing as Revolving
Credit Loans bearing interest at the Variable Rate plus the Interest Margin.
Except as otherwise permitted by the preceding sentence, interest on any and
all amounts remaining unpaid by the Borrower under this Section 3.05 at any
time from the date such amounts become payable (whether at stated maturity, by
acceleration or otherwise) until payment in full shall be payable to the
Issuing Lender on demand at a fluctuating rate per annum equal to the Default
Rate.

(b) In the event that the Issuing Lender makes a payment (a "Letter
of Credit Funding") under any Letter of Credit and is not reimbursed in full
therefor on the date of such Letter of Credit Funding, in accordance with the
terms hereof, the Issuing Lender will promptly through the Administrative
Agent notify each Participating Lender that acquired its Participating
Interest in such Letter of Credit from the Issuing Lender. No later than the
close of business on the date such notice is given if such notice is given,
each such Participating Lender will transfer to the Administrative Agent, for
the account of the Issuing Lender, in immediately available funds, an amount
equal to such Participating Lender's pro rata share of the unreimbursed
portion of such Letter of Credit Funding (calculated based on its Revolving
Credit Commitment Percentage), together with interest, if any, accrued thereon
from and including the date of such transfer at a rate per annum equal to the
Federal Funds Rate plus two percent (2%).

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(c) Whenever, at any time after the Issuing Lender has made a
Letter of Credit Funding and has received from any Participating Lender such
Participating Lender's pro rata share of the unreimbursed portion of such
Letter of Credit Funding, the Issuing Lender receives any reimbursement on
account of such unreimbursed portion or any payment of interest on account
thereof, the Issuing Lender will distribute to the Administrative Agent, for
the account of such Participating Lender, its pro rata share thereof;
provided, however, that in the event that the receipt by the Issuing Lender of
such reimbursement or such payment of interest (as the case may be) is
required to be returned, such Participating Lender will promptly return to the
Administrative Agent, for the account of the Issuing Lender, any portion
thereof previously distributed by the Issuing Lender to it.

Section 3.06. Further Assurances. The Borrower hereby agrees to do and
perform any and all acts and to execute any and all further instruments from
time to time reasonably requested by the Issuing Lender more fully to effect
the purposes of this Agreement and the issuance of the Letters of Credit
hereunder.

Section 3.07. Obligations Absolute. The payment obligations of the
Borrower under Section 3.05 shall be unconditional and irrevocable and shall
be paid strictly in accordance with the terms of this Agreement under all
circumstances, including, without limitation, the following circumstances:

(a) the existence of any claim, set-off, defense or other right
which the Borrower may have at any time against any beneficiary, or any
transferee, of any Letter of Credit (or any Persons for whom any such
beneficiary or any such transferee may be acting), the Issuing Lender or any
Participating Lender, or any other Person, whether in connection with this
Agreement, any other Facility Document, the transactions contemplated herein,
or any unrelated transaction;

(b) any statement or any other document presented under any Letter
of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect,
provided that this subparagraph (b) shall not relieve the Issuing Lender of
any liability determined to have resulted from the gross negligence or willful
misconduct of the Issuing Lender;

(c) payment by the Issuing Lender under any Letter of Credit
against presentation of a draft or certificate which does not comply with the
terms of such Letter of Credit, provided that this subparagraph (c) shall not
relieve the Issuing Lender of any liability determined to have resulted from
the gross negligence or willful misconduct of the Issuing Lender; or

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<PAGE> 42
(d) any other circumstances or happening whatsoever, whether or not
similar to any of the foregoing, provided that this subparagraph (d) shall not
relieve the Issuing Lender of any liability determined to have resulted from
the gross negligence or willful misconduct of the Issuing Lender.

Section 3.08. Cash Collateral Account. If the Commitments are duly
terminated and all amounts owing under this Agreement, the Notes and the
Reimbursement Obligations become due and payable pursuant to Section 10, the
Borrower shall deposit with the Administrative Agent, on the date such
obligations become due and payable, an amount in cash or Domestic Cash
Equivalents equal to the Letter of Credit Obligations as of such date and the
Letter of Credit fees in accordance with Section 3.09. Such amount shall be
deposited in a cash collateral account to be established by the Administrative
Agent, for the benefit of the Issuing Lender and the Participating Lenders,
and shall constitute collateral security for the Letter of Credit Obligations
and other amounts owing hereunder. All amounts in such cash collateral
account shall be maintained pursuant to a cash collateral account agreement
which shall grant to the Administrative Agent a security interest in all such
funds and in any investments made therewith or proceeds thereof to secure
payment to the Administrative Agent of Reimbursement Obligations with respect
to outstanding Letters of Credit. In the event that the Administrative Agent
makes any Letter of Credit Funding, the Administrative Agent may withdraw
funds on deposit to make reimbursement of such Letter of Credit Funding, in an
amount equal to such Letter of Credit Funding. Upon payment by the Borrower
of all Reimbursement Obligations with respect to Letters of Credit or the
termination or other expiration of all Letters of Credit, remaining funds on
deposit in the cash collateral account shall be returned promptly to the
Borrower.

Section 3.09. Letter of Credit Fees. (a) The Borrower agrees to pay
the Administrative Agent, for the account of the Issuing Lender and the
Participating Lenders, a non-refundable letter of credit fee of (a) with
respect to each documentary Letter of Credit, an amount equal to one-half of
one percent of the face amount under such documentary Letter of Credit payable
on payment thereof and (b) with respect to each standby Letter of Credit, an
amount computed at the rate of one and one quarter percent per annum of the
aggregate undrawn amount under each standby Letter of Credit, calculated on
the basis of a year of 360 days for the actual number of days elapsed, payable
in arrears on the fifteenth day of each February, May, August and November,
commencing on the first such date after the Closing Date.

(b) The Borrower agrees to pay the Issuing Lender, for its own account,
its normal and customary administration, amendment, transfer, payment and
negotiation fees charged in connection with its issuance and administration of
letters of credit.

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<PAGE> 43
ARTICLE 4. YIELD PROTECTION; ILLEGALITY; ETC.

Section 4.01. Additional Costs. (a) The Borrower shall pay directly to
each Lender from time to time on demand such amounts as such Lender may
determine (and reasonably substantiate) to be necessary to compensate it for
any costs which such Lender determines are attributable to its making or
maintaining any Fixed Rate Loans under this Agreement or its Notes or its
obligation to make any such Loans hereunder, or any reduction in any amount
receivable by such Lender hereunder in respect of any such Loans or such
obligation (such increases in costs and reductions in amounts receivable being
herein called "Additional Costs"), resulting from any Regulatory Change
relating to any such Loans or such obligation which: (i) changes the basis of
taxation of any amounts payable to such Lender under this Agreement or its
Notes in respect of any of such Loans (other than taxes imposed on the overall
net income of such Lender or of its Lending Office for any of such Loans by
the jurisdiction in which such Lender has its principal office or such Lending
Office); or (ii) imposes or modifies any reserve, special deposit, deposit
insurance or assessment, minimum capital, capital ratio or similar
requirements relating to any extensions of credit or other assets of, or any
deposits with or other liabilities of, such Lender (including any of such
Loans or any deposits referred to in the definition of "Fixed Base Rate" in
Section 1.01); or (iii) imposes any other condition affecting this Agreement
or its Notes (or any of such extensions of credit or liabilities). Each
Lender will notify the Borrower of any event occurring after the date of this
Agreement which will entitle such Lender to compensation pursuant to this
Section 4.01(a) as promptly as practicable after it obtains knowledge thereof
and determines to request such compensation. If any Lender requests
compensation from the Borrower under this Section 4.01(a), or under Section
4.01(c), the Borrower may, by notice to such Lender (with a copy to the
Administrative Agent), require that such Lender's affected Loans with respect
to which such compensation is requested be converted in accordance with
Section 4.04. If any taxes are imposed for which the Borrower would be
required to make a payment under this Section 4.01, the applicable Lender
shall use its best efforts to avoid or reduce such taxes by taking any
appropriate action (including, without limitation, assigning its rights
hereunder to a related entity or a different Lending Office).

(b) Without limiting the effect of the foregoing provisions of this
Section 4.01, in the event that, by reason of any Regulatory Change, any
Lender either (i) incurs Additional Costs based on or measured by the excess
above a specified level of the amount of a category of deposits or other
liabilities of such Lender which includes deposits by reference to which the
interest rate on Fixed Rate Loans is determined as provided in this Agreement
or a category of extensions of credit or other assets of such Lender which
includes Fixed Rate Loans or (ii) becomes

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<PAGE> 44
subject to restrictions on the amount of such a category of liabilities or
assets which it may hold, then, if such Lender so elects by notice to the
Borrower (with a copy to the Administrative Agent), the obligation of such
Lender to make or renew Fixed Rate Loans, and to convert Variable Rate Loans
to Fixed Rate Loans hereunder shall be suspended until the date such
Regulatory Change ceases to be in effect (and all affected Fixed Rate Loans
held by such Lender then outstanding shall be converted in accordance with
Section 4.04).

(c) Without limiting the effect of the foregoing provisions of this
Section 4.01 (but without duplication), the Borrower shall pay directly to
each Lender from time to time on request such amounts as such Lender may
determine to be necessary to compensate such Lender for any costs which it
determines are attributable to the maintenance by it or any of its affiliates
pursuant to any law or regulation of any jurisdiction or any interpretation,
directive or request (whether or not having the force of law and whether in
effect on the date of this Agreement or thereafter) of any court or
governmental or monetary authority of capital in respect of its Loans
hereunder, its obligation to make Loans hereunder or its obligation to issue,
or participate in, any Letter of Credit (such compensation to include, without
limitation, an amount equal to any reduction in return on assets or equity of
such Lender to a level below that which it could have achieved but for such
law, regulation, interpretation, directive or request). Each Lender will
notify the Borrower if it is entitled to compensation pursuant to this Section
4.01(c) as promptly as practicable after it determines to request such
compensation.

(d) Determinations and allocations by a Lender for purposes of this
Section 4.01 of the effect of any Regulatory Change pursuant to subsections
(a) or (b), or of the effect of capital maintained pursuant to subsection (c),
on its costs of making or maintaining Loans, its obligation to make Loans or
its obligation to issue, or participate in, any Letter of Credit, or on
amounts receivable by, or the rate of return to, it in respect of Loans or
such obligation, and of the additional amounts required to compensate such
Lender under this Section 4.01, shall be conclusive, provided that such
determinations and allocations are made on a reasonable basis.

Section 4.02. Limitation on Fixed Rate Loans. Anything herein to the
contrary notwithstanding, if:

(a) the Administrative Agent determines (which determination shall
be conclusive) that quotations of interest rates for the relevant deposits
referred to in the definition of "Fixed Base Rate" in Section 1.01 are not
being provided in the relevant amounts or for the relevant maturities for
purposes of determining the rate of interest for any Fixed Rate Loans as
provided in this Agreement; or

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<PAGE> 45
(b) the Required Lenders determine (which determination shall be
conclusive) and notify the Administrative Agent that the relevant rates of
interest referred to in the definition of "Fixed Base Rate" in Section 1.01
upon the basis of which the rate of interest for any Fixed Rate Loans is to be
determined do not adequately cover the cost to the Lenders of making or
maintaining such Loans;

then the Administrative Agent shall give the Borrower and each Lender prompt
notice thereof, and so long as such condition remains in effect, the Lenders
shall be under no obligation to make or renew affected Fixed Rate Loans or to
convert Variable Rate Loans into affected Fixed Rate Loans and the Borrower
shall, on the last day(s) of the then current Interest Period(s) for the
outstanding affected Fixed Rate Loans, either prepay such Fixed Rate Loans or
convert such Fixed Rate Loans into Variable Rate Loans in accordance with
Section 2.05.

Section 4.03. Illegality. Notwithstanding any other provision in this
Agreement, in the event that it becomes unlawful for any Lender or its Lending
Office to honor its obligation to make, maintain or renew Fixed Rate Loans
hereunder or convert Variable Rate Loans into Fixed Rate Loans, then such
Lender shall promptly notify the Borrower thereof (with a copy to the
Administrative Agent) and such Lender's obligation to make or renew Fixed Rate
Loans and to convert other Variable Rate Loans into Fixed Rate Loans hereunder
shall be suspended until such time as such Lender may again make, renew, or
convert and maintain such Fixed Rate Loans and such Lender's outstanding Fixed
Rate Loans, as the case may be, shall be converted in accordance with Section
4.04.

Section 4.04. Certain Conversions Pursuant to Sections 4.01 and 4.03.
If Fixed Rate Loans are to be converted pursuant to Section 4.01 or 4.03, such
Lender's Fixed Rate Loans shall be automatically converted into Variable Rate
Loans on the last day(s) of the then current Interest Period(s) for such
Lender's Fixed Rate Loans (or, in the case of a conversion required by Section
4.01 or 4.03, on such earlier date as such Lender may specify to the Borrower
with a copy to the Administrative Agent) and, unless and until such Lender
gives notice as provided below that the circumstances specified in Section
4.01 or 4.03 which gave rise to such conversion no longer exist:

(a) to the extent that such Lender's Fixed Rate Loans have been so
converted, all payments and prepayments of principal which would otherwise be
applied to such Lender's Fixed Rate Loans shall be applied instead to its
Variable Rate Loans; and

(b) all Loans which would otherwise be made or renewed by such
Lender as Fixed Rate Loans shall be made instead as Variable Rate Loans and
all

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Variable Rate Loans of such Lender which would otherwise be converted into
Fixed Rate Loans shall remain as Variable Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the
Administrative Agent) that the circumstances specified in Section 4.01 or 4.03
which gave rise to the conversion of such Lender's Fixed Rate Loans pursuant
to this Section 4.04 no longer exist (which such Lender agrees to do promptly
upon such circumstances ceasing to exist) at a time when Fixed Rate Loans are
outstanding, such Lender's Variable Rate Loans shall be automatically
converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Fixed Rate Loans to the extent necessary so that, after
giving effect thereto, all Fixed Rate Loans held by the Lenders holding Fixed
Rate Loans and by such Lender are held pro rata (as to principal amounts,
types, classes and Interest Periods) in accordance with their respective
Commitments.

Section 4.05. Certain Compensation. The Borrower shall pay to the
Administrative Agent for the account of each Lender, upon the request of such
Lender through the Administrative Agent, such amount or amounts as shall be
sufficient (in the reasonable opinion of such Lender) to compensate it for any
loss, cost or expense which such Lender determines is attributable to:

(a) any payment, prepayment, conversion or renewal of a Fixed Rate
Loan made by such Lender on a date other than the last day of an Interest
Period for such Loan (whether by reason of acceleration or otherwise); or

(b) any failure by the Borrower to borrow, convert into or renew a
Fixed Rate Loan to be made, converted into or renewed by such Lender on the
date specified therefor in the relevant notice under Sections 2.04, 2.05 or
2.07, as the case may be.

Without limiting the foregoing, such compensation shall include an amount
equal to the present value of the excess, if any, of: (i) the amount of
interest which otherwise would have accrued on the principal amount so paid,
prepaid, converted or renewed or not borrowed, converted or renewed for the
period from and including the date of such payment, prepayment or conversion
or failure to borrow, convert or renew to but excluding the last day of the
then current Interest Period for such Fixed Rate Loan (or, in the case of a
failure to borrow, convert or renew, to but excluding the last day of the
Interest Period for such Fixed Rate Loan which would have commenced on the
date specified therefor in the relevant notice) at the applicable rate of
interest for such Fixed Rate Loan provided for herein; over (ii) the amount of
interest (as reasonably determined by such Lender) such Lender would have bid
in the London interbank market (if such Loan is a Fixed Rate Loan) for Dollar
deposits for

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amounts comparable to such principal amount and maturities comparable to such
period. A determination of any Lender as to the amounts payable pursuant to
this Section 4.05 shall be conclusive absent manifest error.

ARTICLE 5. CONDITIONS PRECEDENT.

Section 5.01. Documentary Conditions Precedent. The obligations of the
Lenders to make the Loans constituting the initial borrowing and of the
Issuing Lender to issue the initial Letter of Credit are subject to the
condition precedent that the Administrative Agent shall have received on or
before the Closing Date each of the following, in form and substance
satisfactory to the Administrative Agent and its counsel:

(a) counterparts of this Agreement executed by each of the
Borrower, the Lenders and the Administrative Agent;

(b) the Notes duly executed by the Borrower;

(d) the Security Agreement duly executed by each of the Obligors
together with (i) executed copies of the financing statements (UCC-1) duly
filed under the Uniform Commercial Code of all jurisdictions necessary or, in
the opinion of the Administrative Agent, desirable to perfect the security
interests created by the Security Agreement, (ii) executed copies of the
termination statements (UCC-3) duly filed under the Uniform Commercial Code of
all jurisdictions necessary to terminate the security interests of other
Persons in and to the Collateral purported to be covered by the Security
Agreement and (iii) copies of searches identifying all of the financing
statements on file with respect to each of the Obligors in all jurisdictions
referred to under (i) of this Section 5.01(d);

(e) the Intellectual Property Security Agreement duly executed by
the Borrower together with (i) evidence that the Intellectual Property
Security Agreement has been duly filed in the United States Patent and
Trademark Office, the United States Copyright Office and in all other
jurisdictions necessary or, in the opinion of the Administrative Agent,
desirable to perfect the security interests created by the Intellectual
Property Security Agreement, (ii) evidence of the termination of all
assignments to other Persons in and to the Collateral purported to be covered
by the Intellectual Property Security Agreement and (iii) copies of searches
identifying all assignments on file with respect to the Borrower in the United
States Patent and Trademark Office, the United States Copyright Office and in
all other jurisdictions referred to under (i) of this Section 5.01(e);

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(f) the Pledge Agreement duly executed by each of the Obligors
together with (i) executed copies of the financing statements (UCC-1) duly
filed under the Uniform Commercial Code of all jurisdictions necessary or, in
the opinion of the Administrative Agent, desirable to perfect the security
interests created by the Pledge Agreement, (ii) evidence of the registration
of the pledge of all of the outstanding Capital Stock of each Subsidiary of
the Borrower which is a partnership or limited liability business entity in
its partnership or membership interest register, (iii) stock certificates
representing all of the outstanding Capital Stock of each of the Domestic
Subsidiaries which is a corporation and representing 65% of the outstanding
voting Capital Stock of each of the Foreign Subsidiaries which is a
corporation together with undated stock powers executed in blank, (iv) a
promissory note representing all loans and advances by the Borrower to the
Parent in suitable form for transfer by endorsement and delivery and (v) the
DCR Debentures in suitable form for transfer by endorsement and delivery;

(g) the Parent Pledge Agreement duly executed by the Parent
together with (i) executed copies of the financing statements (UCC-1) duly
filed under the Uniform Commercial Code of all jurisdictions necessary or, in
the opinion of the Administrative Agent, desirable to perfect the security
interests created by the Parent Pledge Agreement, (ii) evidence of the
registration of the pledge of all of the outstanding Capital Stock of the
Borrower in its membership interest register, (iii) executed copies of the
termination statements (UCC-3) duly filed under the Uniform Commercial Code of
all jurisdictions necessary to terminate the security interests of other
Persons in and to the Collateral purported to be covered by the Parent Pledge
Agreement and (iv) copies of searches identifying all of the financing
statements on file with respect to the Parent in all jurisdictions referred to
under (i) of this Section 5.01(g);

(h) certified complete and correct copies of the Subordination
Agreement;

(i) certificates or other evidence of casualty and business
interruption insurance policies covering all of the Property subject to the
Lien of the Administrative Agent under the Security Documents with appropriate
loss payable endorsements indicating assignment of proceeds thereunder to the
Administrative Agent and certificates or other evidence of liability insurance
with appropriate endorsements indicating the coverage of the Administrative
Agent as an additional insured, in each case containing endorsements requiring
at least 30 days prior written notice to the Administrative Agent of
noncancellation, nonrenewal or other material change and which shall provide
such other terms and conditions as the Administrative Agent may reasonably
require;

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<PAGE> 49
(j) evidence that each of the bailees holding personal Property of
any Obligor in excess of $250,000 and each of the lessors leasing real
Property to the Borrower on which more than $250,000 of personal Property is
located shall have executed waivers with respect to their rights in and to the
Collateral;

(k) evidence that all actions requested by the Administrative Agent
to perfect a security interest in any deposit or investment account of any
Obligor held by such Obligor at any bank or other depositary institution shall
have been taken;

(l) a certificate of the Secretary of each of the Obligors dated
the Closing Date, (i) attesting to all limited liability company action taken
by such Obligor, including resolutions of its Members Committee authorizing
the execution, delivery and performance of each of the Facility Documents to
which it is a party and each other document to be delivered pursuant to this
Agreement, (ii) certifying the names and true signatures of the officers of
such Obligor authorized to sign the Facility Documents to which it is a party
and the other documents to be delivered by it under this Agreement, (iii)
verifying that the certificate or articles of incorporation, bylaws,
partnership agreement, limited liability company agreement and other documents
of organization or formation of such Obligor and each of its subsidiaries
attached thereto are true, correct and complete as of the date thereof and
(iv) a copy of the membership interest register maintained by such Obligor.;

(m) a certificate of the Secretary of the Parent, dated the Closing
Date, (i) attesting to all limited liability company action taken by the
Parent, including resolutions of its Members Committee authorizing the
execution, delivery and performance of each of the Facility Documents to which
it is a party and each other document to be delivered pursuant to this
Agreement, (ii) certifying the names and true signatures of the officers of
the Parent authorized to sign the Facility Documents to which it is a party
and the other documents to be delivered by it under this Agreement and (iii)
verifying that the limited liability company agreement of the Parent attached
thereto are true, correct and complete as of the date thereof;

(n) a certificate of a duly authorized officer of the Borrower,
dated the Closing Date, stating that the representations and warranties in
Article 6 are true and correct on such date as though made on and as of such
date, all agreements and conditions required to be performed and complied with
by such date have been performed and complied with and that no event has
occurred and is continuing which constitutes a Default or Event of Default;

(o) (i) good standing certificates (or other analogous
certificates) with respect to each of the Parent and the LCC Consolidated
Entities from its jurisdiction

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of organization, (ii) evidence that each of the Parent and the LCC
Consolidated Entities is qualified as a foreign corporation, partnership or
limited liability business entity in every other jurisdiction in which it does
business and (iii) tax good standing certificates (or other analogous
certificates) with respect to each of the Parent and the LCC Consolidated
Entities from each jurisdiction in which it does business;

(p) a legal opinion of Hogan & Hartson L.L.P., counsel to the
Parent and the LCC Consolidated Entities, in substantially the form of EXHIBIT
E and as to such other matters as the Administrative Agent may reasonably
request;

(q) evidence of the repayment in full of all indebtedness owed to
The Chase Manhattan Bank (National Association) under that certain Note
Purchase Agreement dated as of May 30, 1995 and the release or assignment of
all collateral granted in connection therewith;

(r) certified complete and correct copies of the MCI Note Purchase
Documents, the NextWave Investment Documents and the DCR Investment Documents
(including all exhibits, schedules and disclosure letters referred to therein
or delivered pursuant thereto and all amendments thereto, waivers relating
thereto and other side letters or agreements affecting the terms thereof);

(s) certified complete and correct copies of each of the financial
statements referred to in Section 6.05;

(t) an independent field audit of the accounts receivable, records,
and information systems of the Borrower;

(u) a Borrowing Base Certificate as of a date not more than 30 days
prior to the Closing Date; and

(v) an initial borrowing notice of the Borrower relating to the
Loans to be made and the Letters of Credit to be issued on the Closing Date
together with a letter from the Borrower containing wire transfer instructions
and account information relating to the funds to be made available by the
Lenders to the Borrower on the Closing Date.

Section 5.02. Additional Conditions Precedent. The obligations of the
Lenders to make any Loans pursuant to a borrowing which increases the amount
outstanding hereunder (including the initial borrowing) or to issue any
Letters of Credit shall be subject to the further conditions precedent that on
the date of such Loans or the issuance of such Letters of Credit the following
statements shall be true: (a) the representations and warranties contained in
Article 6 and in each of the other Facility

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Documents are true and correct on and as of the date of such Loans or the
issuance of such Letter of Credit as though made on and as of such date
(provided that any representations and warranties which speak to a specific
date shall remain true and correct as of such specific date); and (b) no
Default or Event of Default has occurred and is continuing, or would result
from such Loans or the issuance of Letters of Credit.

Section 5.03. Deemed Representations. Each notice of borrowing or
request for the issuance of a Letter of Credit hereunder and acceptance by the
Borrower of the proceeds of such borrowing or the benefit of such Letter of
Credit shall constitute a representation and warranty that the statements
contained in Section 5.02 are true and correct both on the date of such notice
or request and, unless the Borrower otherwise notifies the Administrative
Agent prior to such borrowing or such issuance, as of the date of such
borrowing or such issuance.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES.

Each of the Obligors hereby represents and warrants that:

Section 6.01. Organization, Good Standing and Due Qualification. Except
as set forth on SCHEDULE 6.01, each of the LCC Consolidated Entities is a
corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, has the corporate, partnership or limited liability company
power and authority to own its assets and to transact the business in which it
is now engaged or proposed to be engaged and is duly qualified as a foreign
corporation, partnership or limited liability company and is in good standing
under the laws of each other jurisdiction in which such qualification is
required.

Section 6.02. Power and Authority; No Conflicts. The execution,
delivery and performance by each of the Obligors of the Facility Documents to
which it is a party have been duly authorized by all necessary limited
liability company action and do not and will not: (a) require any consent or
approval of its members which has not been obtained; (b) contravene its
organizational documents; (c) violate any provision of, or require any filing
(other than the filings required pursuant to the terms of the Security
Documents), registration, consent or approval under, any law, rule, regulation
(including, without limitation, Regulation U), order, writ, judgment,
injunction, decree, determination or award presently in effect having
applicability to the Parent or any of its Subsidiaries; (d) result in a breach
of or constitute a default or require any consent under any indenture or loan
or credit agreement, or any other agreement, lease or instrument to which the
Parent or any of its Subsidiaries is a party or by which their respective
Properties may be bound or affected; (e) result in, or require, the creation

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or imposition of any Lien (other than as created under the Security
Documents), upon or with respect to any of the Properties now owned or
hereafter acquired by the Parent or any of its Subsidiaries; or (f) cause the
Parent or any of its Subsidiaries to be in default under any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
or any such indenture, agreement, lease or instrument.

Section 6.03. Legally Enforceable Agreements. Each Facility Document to
which any Obligor is a party is, or when delivered under this Agreement will
be, a legal, valid and binding obligation of such Obligor enforceable against
such Obligor in accordance with its terms, except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency and other
similar laws affecting creditors' rights generally and general principles of
equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).

Section 6.04. Litigation. Except as set forth on SCHEDULE 6.04, there
are no material actions, suits or proceedings pending or, to the knowledge of
any Obligor, threatened, against or affecting any LCC Consolidated Entity
before any Governmental Authority.

Section 6.05. Financial Statements.

(a) Except as set forth on SCHEDULE 6.05 or the certificate
accompanying such statements under Section 5.01(s), the consolidated balance
sheets of the LCC Consolidated Entities as at December 31, 1995 and 1994, and
the related consolidated statements of income, cash flows and members' capital
of the LCC Consolidated Entities, for the Fiscal Years then ended, and the
accompanying footnotes, together with the opinion on the 1994 consolidated
statements of KPMG Peat Marwick, independent certified public accountants, and
the interim unaudited consolidated balance sheet of the LCC Consolidated
Entities as at March 31, 1996, and the related statements of income, cash flow
and members' capital of the LCC Consolidated Entities, for the three month
period then ended, copies of which have been furnished to each of the Lenders,
are complete and correct in all material respects and fairly present the
financial condition of the LCC Consolidated Entities at such dates and the
results of the operations of the LCC Consolidated Entities for the periods
covered by such statements, all in accordance with GAAP consistently applied.

(b) The combined balance sheets of the LCC Predecessor Entities as
at December 31, 1993, 1992 and 1991, and the related combined statements of
income, cash flows and shareholders' equity of the LCC Predecessor Entities,
for the Fiscal Years then ended, and the accompanying footnotes, together with
the opinion

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<PAGE> 53
thereon of KPMG Peat Marwick, independent certified public accountants, copies
of which have been furnished to each of the Lenders, are complete and correct
in all material respects and fairly present the financial condition of the LCC
Predecessor Entities at such dates and the results of the operations of the
LCC Predecessor Entities for the periods covered by such statements, all in
accordance with GAAP consistently applied.

(c) The most recent operating plan delivered to the Lenders for the
LCC Consolidated Entities for their current and subsequent Fiscal Years,
including budget, personnel, facilities, capital expenditure and research and
development projections, on an annual basis, and projected income and cash
flow statements for each such Fiscal Year, on an annual basis, incorporating
the items detailed in such operating plan for each such Fiscal Year, and
accompanied by a description of the material assumptions used in making such
operating plan, have each been prepared in good faith and are based on
reasonable estimates for the operating performance of the LCC Consolidated
Entities on and after the Closing Date.

(d) Except as set forth on the consolidated balance sheet of the
Consolidated Entities as at December 31, 1995, in the notes thereto or on
SCHEDULE 6.05, there are no liabilities of any LCC Consolidated Entity, fixed
or contingent, which are material but are not reflected in such financial
statements or in such notes and which would be required to be recorded in such
financial statements or notes in accordance with GAAP. No information,
exhibit or report furnished by any LCC Consolidated Entity to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or any other Facility Document contained any material misstatement
of fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not materially misleading. Since December 31,
1995, there has been no change which could reasonably be expected to have a
Material Adverse Effect.

(e) The aggregate amount of Restricted Payments made by the
Borrower, (i) during the Fiscal Year ending on December 31, 1994 was
approximately $10,495,000, (ii) during the Fiscal Year ending on December 31,
1995 was approximately $20,850,000 and (iii) during the period from January 1,
1996 through the Closing Date was approximately $3,800,000 but in no event
more than $3,900,000.

Section 6.06. Ownership and Liens. Each of the LCC Consolidated
Entities has title to, or valid leasehold interests in, all of its Properties
reflected in the financial statements referred to in Section 6.05 (other than
any Properties disposed of in the ordinary course of business), and none of
the Properties owned or leased by any LCC Consolidated Entity is subject to
any Lien, except as may be permitted hereunder and

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<PAGE> 54
except for the Liens created by the Security Documents; provided that no
Obligor is making any representation or warranty with respect to Liens
affecting the fee interest in real Property leased to any LCC Consolidated
Entity and not owned by another LCC Consolidated Entity.

Section 6.07. Taxes. Except as set forth on SCHEDULE 6.07 or as
otherwise permitted under Section 7.06, each of the LCC Consolidated Entities
has filed (or obtained extensions for) all tax returns (domestic, foreign,
federal, state and local) required to be filed and has paid all taxes,
assessments and governmental charges and levies shown thereon to be due,
including interest and penalties. The charges, accruals and reserves on the
books of the LCC Consolidated Entities in respect of taxes, assessments and
other governmental charges are adequate.

Section 6.08. ERISA. Except as set forth on SCHEDULE 6.08, each
Domestic Plan, Foreign Plan and, to the best knowledge of each Obligor,
Multiemployer Plan, is in compliance in all material respects with, and has
been administered in all material respects in compliance with, the applicable
provisions of ERISA, the Code and any other applicable domestic, foreign,
federal, state or local law, and no event or condition is occurring or exists
concerning which any LCC Consolidated Entity would be under an obligation to
furnish a report to the Lenders in accordance with Section 7.08(j). Each of
the LCC Consolidated Entities and the ERISA Affiliates has fulfilled its
obligations under the minimum funding standards of ERISA, the Code and any
other applicable domestic, foreign, federal, state or local law.

Section 6.09. Subsidiaries and Affiliates. As of the Closing Date,
SCHEDULE 6.09 sets forth the name of (a) each Subsidiary of each LCC
Consolidated Entity, in each case showing (i) the jurisdiction of organization
of each such Subsidiary and (ii) percentage of such LCC Consolidated Entity's
ownership in such Subsidiary and (b) each Affiliate of each LCC Consolidated
Entity, in each case showing (i) the percentage of such Affiliate's ownership
interest in such LCC Consolidated Entity, (ii) the percentage of such LCC
Consolidated Entity's ownership interest in such Affiliate, (iii) the
percentage of the common controlling person's interest in such LCC
Consolidated Entity and such Affiliate and (iv) the nature of any material
transaction between such LCC Consolidated Entity and such Affiliate. All of
the outstanding shares of Capital Stock of each LCC Consolidated Entity are
validly issued, fully paid and nonassessable. Except as set forth on SCHEDULE
6.09, no LCC Consolidated Entity owns or holds the right to acquire any shares
of stock or any other security or interest in any other Person.

Section 6.10. Credit Arrangements. As of the Closing Date, SCHEDULE
6.10 is a complete and correct list of all credit agreements, indentures,
purchase agreements, Guaranties, Capital Leases and other investments,
agreements and arrangements

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presently in effect providing for or relating to extensions of credit
(including agreements and arrangements for the issuance of letters of credit
or for acceptance financing) in respect of which any LCC Consolidated Entity
is in any manner directly or contingently obligated; and the maximum principal
or face amounts of the credit in question, outstanding and which can be
outstanding, are correctly stated, and all Liens of any nature given or agreed
to be given as security therefor are correctly described or indicated in such
Schedule.

Section 6.11. Material Contracts. As of the Closing Date, SCHEDULE 6.11
contains a complete and correct list of all revenue-producing contracts and
all Material Contracts between any LCC Consolidated Entity and another Person
or other Persons. Each of the LCC Consolidated Entities and, to the knowledge
of the Borrower, each other party thereto have in all material respects
performed all the obligations required to be performed by them to date, have
received no notice of default and are not in default under any Material
Contract now in effect to which any LCC Consolidated Entity is a party or by
which it or its Property may be bound. Except as set forth on SCHEDULE 6.11,
each of the Material Contracts listed on SCHEDULE 6.11 is in full force and
effect with no default, anticipated or threatened default or failure of
performance or observance of any obligations or conditions contained therein,
and none of the foregoing parties nor any LCC Consolidated Entity has provided
any notice of default or of its intention to terminate any Material Contract.

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Section 6.12. Proprietary Rights. As of the Closing Date, SCHEDULE 6.12
contains a complete and accurate list of (a) all patents, patent applications,
registered and unregistered trademarks, registered service marks, pending
trademark or service mark applications and registered copyrights owned or
filed by any LCC Consolidated Entity and (b) all licenses and other rights
granted by any third party to any LCC Consolidated Entity with respect to any
Proprietary Rights used in the conduct of its business (excluding shrink wrap
licenses held by any LCC Consolidated Entity with respect to software for
internal use), the unavailability of which could reasonably be expected to
have a Material Adverse Effect. Except for licenses granted to customers and
distributors in the ordinary course of business and except as set forth on
SCHEDULE 6.12, no LCC Consolidated Entity has granted licenses or other rights
to any third party with respect to any Proprietary Rights. Each of the LCC
Consolidated Entities owns or has sufficient right to use pursuant to a valid
and enforceable license all Proprietary Rights necessary for the conduct of
its business without infringing the rights of others except for such
infringements as could not reasonably be expected to have a Material Adverse
Effect. No loss or expiration of any Proprietary Right, the loss or
expiration of which could reasonably be expected to have a Material Adverse
Effect, is pending or, to the knowledge of each Obligor, threatened. Each of
the LCC Consolidated Entities has taken reasonable and appropriate steps to
protect and preserve the confidentiality of its trade secrets and confidential
information as outlined on SCHEDULE 6.12. Except as set forth on SCHEDULE
6.12, (i) no LCC Consolidated Entity has received notice from any Person
asserting the invalidity, misuse or unenforceability of any Proprietary Rights
owned or used by any LCC Consolidated Entity and to the best knowledge of each
Obligor, no such claims are threatened and there are no grounds for the same,
(ii) within the last five years, no LCC Consolidated Entity has received a
notice of nor is aware of any facts which in any LCC Consolidated Entity's
reasonable judgment indicate a reasonable likelihood of any conflict with the
asserted Proprietary Rights of others, (iii) to the best knowledge of each
Obligor, the conduct of each LCC Consolidated Entity's business has not
infringed or misappropriated and does not infringe or misappropriate any
Proprietary Rights of other Persons, nor would any future conduct as presently
proposed infringe any Proprietary Rights of other Persons, and the Proprietary
Rights owned by any LCC Consolidated Entity are not currently being infringed
or misappropriated by other Persons, except in each case for such
infringements as could not reasonably be expected to have a Material Adverse
Effect.

Section 6.13. Hazardous Materials. Each of the LCC Consolidated
Entities is in compliance with all Environmental Laws in effect in each
jurisdiction where it is presently doing business. No LCC Consolidated Entity
is subject to any liability under any Environmental Law.

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In addition, no LCC Consolidated Entity has received any (i) notice from
any Governmental Authority by which any of its present or previously-owned or
leased real Properties has been designated, listed, or identified in any
manner by any Governmental Authority charged with administering or enforcing
any Environmental Law as a Hazardous Material disposal or removal site, "Super
Fund" clean-up site, or candidate for removal or closure pursuant to any
Environmental Law, (ii) notice of any Lien arising under or in connection with
any Environmental Law that has attached to any revenues of, or to, any of its
owned or leased real Properties, or (iii) summons, citation, notice,
directive, letter, or other written or oral communication from any
Governmental Authority concerning any intentional or unintentional action or
omission by such LCC Consolidated Entity in connection with its ownership or
leasing of any real Property resulting in the releasing, spilling, leaking,
pumping, pouring, emitting, emptying, dumping, or otherwise disposing of any
Hazardous Material into the environment resulting in any violation of any
Environmental Law.

Section 6.14. No Default on Outstanding Judgments or Orders. As of the
Closing Date, each of the LCC Consolidated Entities has satisfied all
judgments and no LCC Consolidated Entity is in default with respect to any
final judgment, writ, injunction, decree, rule or regulation of any
Governmental Authority.

Section 6.15. No Defaults on Other Agreements. Except for the MCI Note
Purchase Documents, no LCC Consolidated Entity is a party to any indenture,
loan or credit agreement or any lease or other agreement or instrument or
subject to any corporate, partnership or limited liability company restriction
which could have a Material Adverse Effect. No LCC Consolidated Entity is in
default in any respect in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in any agreement or
instrument material to its business to which it is a party.

Section 6.16. Labor Disputes and Acts of God. Except as set forth on
SCHEDULE 6.16, neither the Business nor the Properties of any LCC Consolidated
Entity are affected by any fire, explosion, accident, strike, lockout or other
labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the
public enemy or other casualty (whether or not covered by insurance), which
could have a Material Adverse Effect.

Section 6.17. Governmental Regulation. Neither any LCC Consolidated
Entity nor any Affiliate is subject to regulation under the Public Utility
Holding Company Act of 1935, the Investment Company Act of 1940, the
Interstate Commerce Act, the Federal Power Act or any statute or regulation
limiting its ability to incur indebtedness for money borrowed as contemplated
hereby.

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Section 6.18. No Forfeiture. Neither any LCC Consolidated Entity nor
any Affiliate is engaged in or proposes to be engaged in the conduct of any
business or activity which could result in a Forfeiture Proceeding and no
Forfeiture Proceeding against any of them is pending or threatened.

Section 6.19. Solvency. The present fair saleable value of the assets
of the Borrower after giving effect to all the transactions contemplated by
the Facility Documents and the funding of the Commitments and the issuance of
the Letters of Credit hereunder exceeds the amount that will be required to be
paid on or in respect of the existing Debts and other liabilities (including
contingent liabilities) of the Borrower as they mature. The Property of the
Borrower does not constitute unreasonably small capital for the Borrower to
carry out its business as now conducted and as proposed to be conducted
including the capital needs of the Borrower. The Borrower does not intend to,
nor does the Borrower believe that it will, incur Debts beyond its ability to
pay such Debts as they mature (taking into account the timing and amounts of
cash to be received by the Borrower, and of amounts to be payable on or in
respect of Debt of the Borrower). The cash available to the Borrower after
taking into account all other anticipated uses of the cash of the Borrower, is
anticipated to be sufficient to pay all such amounts on or in respect of Debt
of the Borrower when such amounts are required to be paid. The Borrower does
not believe that final judgments against it in actions for money damages will
be rendered at a time when, or in an amount such that, the Borrower will be
unable to satisfy any such judgments promptly in accordance with their terms
(taking into account the maximum reasonable amount of such judgments in any
such actions and the earliest reasonable time at which such judgments might be
rendered). The cash available to the Borrower after taking into account all
other anticipated uses of the cash of the Borrower, is anticipated to be
sufficient to pay all such judgments promptly in accordance with their terms.

Section 6.20. MCI Note Purchase Documents. Each of the Lenders and the
Administrative Agent has received a complete and correct copy of the MCI Note
Purchase Documents (including all exhibits, schedules and disclosure letters
referred to therein or delivered pursuant thereto) and all amendments thereto,
waivers relating thereto and other side letters or agreements affecting the
terms thereof. Each of the MCI Note Purchase Documents to which it is a party
has been duly executed and delivered by the Borrower and the Parent and, to
the best knowledge of the Borrower, MCI and is in full force and effect. Each
of the representations and warranties of the Borrower and the Parent set forth
in each of the MCI Note Purchase Documents is true and correct in all material
respects as of the Closing Date. Each of the MCI Note Purchase Documents to
which it is a party is a legal, valid and binding obligation of the Borrower
and the Parent and, to the best knowledge of the Borrower, MCI enforceable
against the Borrower and the Parent, and, to the best

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knowledge of the Borrower, MCI in accordance with its terms, except to the
extent that such enforcement may be limited by applicable bankruptcy,
insolvency and other similar laws affecting creditors' rights generally.

Section 6.21. NextWave Investment Documents; DCR Investment Documents.
Each of the Lenders and the Administrative Agent has received a complete and
correct copy of the NextWave Investment Documents and the DCR Investment
Documents (including all exhibits, schedules and disclosure letters referred
to therein or delivered pursuant thereto) and all amendments thereto, waivers
relating thereto and other side letters or agreements affecting the terms
thereof. Each of the NextWave Investment Documents and the DCR Investment
Documents has been duly executed and delivered by the Borrower and, to the
best knowledge of the Borrower, DCR and is in full force and effect. To the
best knowledge of the Borrower, each of the representations and warranties of
NextWave and DCR set forth in each of the NextWave Investment Documents and
the DCR Investment Documents is true and correct in all material respects as
of the Closing Date. Each of the NextWave Investment Documents and the DCR
Investment Documents is a legal, valid and binding obligation of the Borrower
and, to the best knowledge of the Borrower, NextWave and DCR, respectively,
enforceable against the Borrower and, to the best knowledge of the Borrower,
NextWave and DCR, respectively, in accordance with its terms, except to the
extent that such enforcement may be limited by applicable bankruptcy,
insolvency and other similar laws affecting creditors' rights generally.

Section 6.22. Security Documents. The Security Documents are effective
to create in favor of the Administrative Agent for the benefit of the Lenders
a legal, valid and enforceable Lien on and security interest in all right,
title and interest of each Obligor in the Collateral securing the Obligations.
Except for Liens permitted under Section 8.03 entitled to priority by law, the
Administrative Agent has a fully perfected and continuing first priority Lien
on and security interest in the Collateral, free from all Liens other than
Liens permitted under Section 8.03.

Section 6.23. Senior Debt. The obligations of the Borrower and the
Parent hereunder and under the other Facility Documents constitute "Senior
Debt" under an as defined in the Subordination Agreement and in the MCI
Subordinated Notes with respect to the MCI Subordinated Notes and the MCI
Subordinated Guaranty.

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ARTICLE 7. AFFIRMATIVE COVENANTS.

So long any Obligation shall remain unpaid, any Letter of Credit shall
remain outstanding or any Lender shall have any Commitment, the Borrower
shall, and shall cause each of its Subsidiaries to:

Section 7.01. Maintenance of Existence. Preserve and maintain its
corporate, partnership or limited liability company existence and good
standing in the jurisdiction of its organization and qualify and remain
qualified as a foreign corporation, partnership or limited liability company
in each jurisdiction in which such qualification is required, except with
respect to (a) sales or other dispositions permitted under Section 8.08, (b)
mergers and consolidations permitted under Section 8.10 and (c) qualifications
in the jurisdictions listed on SCHEDULE 6.01, provided that such
qualifications will be completed within 90 days of the Closing Date.

Section 7.02. Conduct of Business. Continue to primarily engage in the
Business.

Section 7.03. Maintenance of Properties. Maintain, keep and preserve
all of its Properties (including, without limitation, its Proprietary Rights)
necessary or useful in the proper conduct of the Business in good working
order and condition, ordinary wear and tear excepted.

Section 7.04. Maintenance of Records. Keep adequate records and books
of account, in which complete entries will be made in accordance with GAAP,
reflecting all financial transactions of such LCC Consolidated Entity;
provided that, with respect to each of the Foreign Subsidiaries, such entries
may be made in accordance with generally accepted accounting principles in
effect in its jurisdiction of organization until such time that such entries
are consolidated with the entries of the Borrower and its Domestic
Subsidiaries.

Section 7.05. Maintenance of Insurance. Maintain insurance with
financially sound and reputable insurance companies or associations rated "A"
or better by A.M. Best Company, Inc. in such amounts and including such
coverages (including, without limitation, casualty, workers compensation,
liability and business interruption insurance) as are acceptable to an
insurance broker of national reputation selected by the Borrower and
reasonably acceptable to the Required Lenders and, in any event, as are
usually carried by companies engaged in the same or a similar business and
similarly situated, which insurance shall name the Administrative Agent as
loss payee or additional insured, as its interest may appear, and shall
contain a clause requiring the insurer to give not less than 30 days' notice
to the Administrative Agent in the event of cancellation of the policy for any
reason whatsoever.

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Section 7.06. Compliance with Laws. Comply in all material respects
with all applicable laws, rules, regulations and orders (including, without
limitation, any Environmental Law), such compliance to include, without
limitation, paying before the same become delinquent all taxes, assessments
and governmental charges imposed upon it or upon its Property; provided,
however, that no delinquency with respect to the payment of any tax,
assessment or governmental charge shall represent a violation of this Section
7.06 so long as (a) (i) the obligation of any LCC Consolidated Entity to pay
such tax, assessment or other governmental charge is being contested in good
faith by appropriate proceedings and (ii) adequate reserves in the good faith
and reasonable judgment of the Borrower have been established with respect
thereto or (b) with respect to the items listed on SCHEDULE 6.07, the Borrower
shall use reasonable and good faith efforts to cure such delinquencies in all
material respects within 90 days of the Closing Date.

Section 7.07. Right of Inspection. At any reasonable time and from time
to time, permit the Administrative Agent or any Lender or any agent or
representative thereof, to examine and make copies and abstracts from the
records and books of account of, and visit the Properties of, such LCC
Consolidated Entity, and to discuss the affairs, finances and accounts of such
LCC Consolidated Entity with its officers and directors and independent
accountants.

Section 7.08. Reporting Requirements. Furnish directly to each of the
Lenders:

(a) as soon as available and in any event within 120 days after the
end of each Fiscal Year, consolidated and unaudited consolidating balance
sheets of the LCC Consolidated Entities as of the end of such Fiscal Year and
consolidated and unaudited consolidating statements of income, cash flows and
members' capital of the LCC Consolidated Entities for such Fiscal Year, all in
reasonable detail and stating in comparative form the respective figures for
the corresponding date and period in the prior Fiscal Year and all prepared in
accordance with GAAP and accompanied by an opinion on the consolidated
statements acceptable to the Lenders by KPMG Peat Marwick or other independent
accountants of national standing selected by the LCC Consolidated Entities;

(b) as soon as available and in any event within 45 days after the
end of each of the first three Fiscal Quarters, consolidated and consolidating
balance sheets of the LCC Consolidated Entities as of the end of such Fiscal
Quarter and consolidated statements of income, cash flows and members' capital
of the LCC Consolidated Entities for the period commencing at the end of the
previous Fiscal Year and ending with the end of such Fiscal Quarter, all in
reasonable detail and

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stating in comparative form the respective figures for the corresponding date
and period in the previous Fiscal Year and all prepared in accordance with
GAAP and certified by the president or the chief financial officer of the LCC
Consolidated Entities (subject to year-end adjustments);

(c) simultaneously with the delivery of the financial statements
referred to above, a Compliance Certificate of the president or chief
financial officer of the Borrower (i) certifying that to the best of his
knowledge no Default or Event of Default has occurred and is continuing or, if
a Default or Event of Default has occurred and is continuing, a statement as
to the nature thereof and the action which is proposed to be taken with
respect thereto, (ii) with computations demonstrating compliance with the
covenants contained in Article 9 and (iii) with computations showing the
amount that would be due to MCI pursuant to Section 3.2 of the MCI
Securityholders Agreement as of the end of such Fiscal Quarter (assuming for
purposes of such calculation the prepayment of the MCI Subordinated Notes on
the last day of such Fiscal Quarter);

(d) simultaneously with the delivery of the annual financial
statements referred to in Section 7.08(a) for the Fiscal Year ending on
December 31, 1996 and each Fiscal Year ending thereafter, a certificate of the
independent public accountants who audited such statements (i) certifying to
the effect that, in making the examination necessary for the audit of such
statements, (A) they have obtained no knowledge of any condition or event
which constitutes a Default or Event of Default, or if such accountants shall
have obtained knowledge of any such condition or event, specifying in such
certificate each such condition or event of which they have knowledge and the
nature and status thereof and (B) such statements fairly present the elements
of the Borrowing Base (in accordance with the definitions contained herein) as
set forth in the Borrowing Base Certificate presented to the Lenders for the
month ended December 31, (ii) with computations demonstrating compliance with
the covenants contained in Article 9 and (iii) with computations showing the
amount that would be due to MCI pursuant to Section 3.2 of the MCI
Securityholders Agreement as of the end of such Fiscal Year (assuming for
purposes of such calculation the prepayment of the MCI Subordinated Notes on
the last day of such Fiscal Year);

(e) as soon as available and in any event within 30 days after the
end of each calendar month, (i) a Borrowing Base Certificate, (ii) a listing
of Receivable balances not paid within 90 days of the invoice date, specifying
each Customer thereunder by name and the aged balance of all Receivables due
from such Customer and (iii) a listing of all Customers from which 50% or more
of the aggregate amount of Receivables have not paid within 90 days of the
invoice date,

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specifying the names of such Customers and the total amount of Receivables of
such Customers;

(f) simultaneously with the delivery of the financial statements
referred to in Section 7.08(a) and Section 7.08(b), a narrative explanation
signed by the president or the chief financial officer of the Borrower of any
material variance from the LCC Consolidated Entities' budget for the Fiscal
Year that is reflected in such financial statements;

(g) not later than the 30th day following the commencement of each
Fiscal Year, (i) a projected consolidated balance sheet of the LCC
Consolidated Entities for such Fiscal Year and the next four Fiscal Years on
an annual basis and (ii) an operating plan for the LCC Consolidated Entities
for such Fiscal Year and the next four Fiscal Years, including budget,
personnel, facilities, capital expenditure and research and development
projections on an annual basis and a projected consolidated income and cash
flows statement for such Fiscal Years on an annual basis, incorporating the
items detailed in such operating plan for such Fiscal Years, and accompanied
by a description of the material assumptions used in making such operating
plan;

(h) promptly after the commencement thereof, notice of all material
actions, suits, and proceedings before any Governmental Authority against or
affecting any LCC Consolidated Entity or any of their respective Properties;

(i) as soon as possible and in any event within 10 days after any
LCC Consolidated Entity knows or has reason to know of the occurrence of each
Default or Event of Default a written notice setting forth the details of such
Default or Event of Default and the action which is proposed to be taken by
the LCC Consolidated Entities with respect thereto;

(j) as soon as possible, and in any event within 10 days after any
LCC Consolidated Entity knows or has reason to know that any of the events or
conditions specified below with respect to any Domestic Plan, Foreign Plan or
Multiemployer Plan has occurred or exists, a statement signed by a senior
financial officer of such LCC Consolidated Entity setting forth details
respecting such event or condition and the action, if any, which such LCC
Consolidated Entity or an ERISA Affiliate proposes to take with respect
thereto (and a copy of any report or notice required to be filed with or given
to the PBGC or any other Governmental Authority by such LCC Consolidated
Entity or an ERISA Affiliate with respect to such event or condition): (i) any
reportable event, as defined in Section 4043(b) of ERISA, with respect to a
Domestic Plan, as to which the PBGC has not by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the

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occurrence of such event (provided that a failure to meet the minimum funding
standard of Section 412 of the Code or Section 302 of ERISA including, without
limitation, the failure to make on or before its due date a required
installment under Section 412(m) of the Code or Section 302(e) of ERISA, shall
be a reportable event regardless of the issuance of any waivers in accordance
with Section 412(d) of the Code) and any request for a waiver under Section
412(d) of the Code for any Domestic Plan; (ii) the distribution under Section
4041 of ERISA or under any similar foreign law of a notice of intent to
terminate any Domestic Plan or Foreign Plan or any action taken by such LCC
Consolidated Entity or an ERISA Affiliate to terminate any Domestic Plan or
Foreign Plan; (iii) the institution by the PBGC or any other Governmental
Authority of proceedings under Section 4042 of ERISA or under any similar
foreign law for the termination of, or the appointment of a trustee to
administer, any Domestic Plan or any Foreign Plan, or the receipt by such LCC
Consolidated Entity or any ERISA Affiliate of a notice from a Multiemployer
Plan that such action has been taken by the PBGC with respect to such
Multiemployer Plan; (iv) the complete or partial withdrawal from a
Multiemployer Plan by such LCC Consolidated Entity or any ERISA Affiliate that
results in liability under Section 4201 or 4204 of ERISA (including the
obligation to satisfy secondary liability as a result of a purchaser default)
or the receipt by such LCC Consolidated Entity or any ERISA Affiliate of
notice from a Multiemployer Plan that it is in reorganization or insolvency
pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or
has terminated under Section 4041A of ERISA; (v) the institution of a
proceeding by a fiduciary or any Multiemployer Plan against such LCC
Consolidated Entity or any ERISA Affiliate to enforce Section 515 of ERISA,
which proceeding is not dismissed within 30 days; (vi) the adoption of an
amendment to any Domestic Plan that pursuant to Section 401(a)(29) of the Code
or Section 307 of ERISA would result in the loss of tax-exempt status of the
trust of which such Domestic Plan is a part if such LCC Consolidated Entity or
an ERISA Affiliate fails to timely provide security to the Domestic Plan in
accordance with the provisions of said Sections; (vii) any event or
circumstance exists which may reasonably be expected to constitute grounds for
such LCC Consolidated Entity or any ERISA Affiliate to incur liability under
Title IV of ERISA or under Section 412(c)(11) or 412(n) of the Code with
respect to any Domestic Plan; and (viii) the Unfunded Benefit Liabilities of
one or more Domestic Plans and Foreign Plans increase after the date of this
Agreement in an amount which is material in relation to the financial
condition of the Consolidated Entities; provided, however, that such increase
shall not be deemed to be material so long as it does not exceed during any
consecutive 3 year period $500,000;

(k) promptly after the request of any Lender, copies of each annual
report filed pursuant to Section 104 of ERISA with respect to each Domestic
Plan (including, to the extent required by Section 104 of ERISA, the related
financial and actuarial statements and opinions and other supporting
statements, certifications,

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schedules and information referred to in Section 103) and each annual report
filed with respect to each Domestic Plan under Section 4065 of ERISA;
provided, however, that in the case of a Multiemployer Plan, such annual
reports shall be furnished only if they are available to such LCC Consolidated
Entity or an ERISA Affiliate;

(l) promptly after the sending or filing thereof, copies of all
proxy statements, financial statements and reports which any LCC Consolidated
Entity sends to its holders of Capital Stock, and copies of all regular,
periodic and special reports, and all registration statements which such LCC
Consolidated Entity files with the Securities and Exchange Commission or any
Governmental Authority which may be substituted therefor, or with any national
securities exchange;

(m) promptly after becoming aware of the existence of any violation
or alleged violation of any Environmental Law by any LCC Consolidated Entity
and with respect to any real Property owned or leased by any LCC Consolidated
Entity, prompt written notice of and a description of the nature of such
violation or alleged violation, what action such LCC Consolidated Entity is
taking or proposes to take with respect thereto and, when known, any action
taken, or proposed to be taken, by any Governmental Authority with respect
thereto;

(n) simultaneously with the delivery of the financial statements
referred to in Section 7.08(a) and Section 7.08(b), a report describing any
unscheduled termination, material amendment or material default under any
Material Revenue-Producing Contract (whether or not constituting a Material
Contract Termination), and the entering into of any new Material
Revenue-Producing Contract;

(o) at least once a Fiscal Year, a report of a reputable insurance
broker with respect to all insurance maintained by the LCC Consolidated
Entities together with a certificate of insurance evidencing the effectiveness
of the policies of insurance required to be maintained pursuant the provisions
of Section 7.05;

(p) simultaneously with the delivery of the financial statements
referred to in Section 7.08(a) and Section 7.08(b), a report, with respect to
each LCC Consolidated Entity, as to any new location or relocation of
inventory or equipment, any new interests in real Property acquired, any new
interests in Proprietary Rights obtained and any new equity interests
acquired, together with such financing statements, mortgages, assignments and
stock certificates as may be necessary to perfect the Lien of the
Administrative Agent under the Security Documents;

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(q) promptly after the commencement thereof or promptly after any
LCC Consolidated Entity knows of the commencement or threat thereof, notice of
any Forfeiture Proceeding;

(r) damage to all or any part of the Property of any LCC
Consolidated Entity by casualty or damage or taking of all or any part of any
LCC Consolidated Entity by condemnation that would cause business interruption
or would cause monetary loss in excess of $500,000 not otherwise covered by
insurance; or

(s) such other information respecting the condition or operations,
financial or otherwise, of any LCC Consolidated Entity as the Administrative
Agent or any Lender may from time to time reasonably request.

Section 7.09. Additional Guarantors. Promptly upon any Person(s)
becoming a Significant Subsidiary, cause such Significant Subsidiary to become
a "Subsidiary Guarantor" and thereby an "Obligor" hereunder pursuant to the
Assumption Agreement and deliver such proof of corporate, partnership or
limited liability company action, incumbency of officers, opinions of counsel
and other documents as is consistent with those delivered by the Obligors
pursuant to Article 5 or as the Administrative Agent shall have reasonably
requested.

Section 7.10. After Acquired Real Property. Promptly upon acquiring any
material interest in any real Property, cause each Obligor to (a) immediately
provide written notice thereof to the Administrative Agent, setting forth with
specificity a description of the interest acquired, the location of such real
Property, any structures or improvements thereon and the fair market value of
such real Property; (b) as soon as practicable thereafter, execute and deliver
to the Administrative Agent a mortgage or trust deed in a form reasonably
acceptable to the Administrative Agent, together with such of the other
documents and instruments as the Administrative Agent shall have reasonably
requested; (c) deliver a mortgagee policy of title insurance for such real
Property in an amount no less the fair market value of such real Property; and
(d) deliver such proof of corporate, partnership or limited liability company
action, incumbency of officers, opinions of counsel and other documents as the
Administrative Agent shall have reasonably requested.

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ARTICLE 8. NEGATIVE COVENANTS.

So long as any Obligation shall remain unpaid, any Letter of Credit shall
remain outstanding or any Lender shall have any Commitment, the Borrower shall
not, and shall cause each of its Subsidiaries not to:

Section 8.01. Debt. Create, incur, assume or suffer to exist any Debt,
except:

(a) Debt of the LCC Consolidated Entities under this Agreement, the
Notes, the Letters of Credit, the Interest Rate Protection Agreements, the
Currency Protection Agreements and the other Facility Documents;

(b) Debt described on SCHEDULE 6.10 but no renewals, extensions or
refinancings thereof;

(d) Consolidated Subordinated Debt;

(e) Debt under documentary and standby letters of credit exclusive
of the Letters of Credit so long as the aggregate reimbursement obligations
under such letters of credit together with the aggregate reimbursement
obligations of all outstanding letters of credit described on SCHEDULE 6.10
does not exceed at any time $750,000;

(f) Debt of (i) any Obligor to any other Obligor, (ii) the Borrower
to any of its Subsidiaries so long as such Debt is subordinated to the
Obligations on terms and conditions acceptable to the Required Lenders and
(iii) any Subsidiary of the Borrower to the Borrower so long as (A) such Debt
is evidenced by a promissory note on terms reasonably acceptable to the
Required Lenders which promissory note shall be pledged to the Administrative
Agent as collateral for the Obligations and (B) the aggregate principal amount
of all such Debt does not exceed at any time $1,000,000;

(g) accounts payable to trade creditors for goods or services which
are not aged more than 120 days from billing date and current operating
liabilities (other than for borrowed money) which are not more than 120 days
past due, in each case incurred in the ordinary course of business and paid
within the specified time, unless contested in good faith and by appropriate
proceedings; and

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(h) Debt of any LCC Consolidated Entity secured by Purchase Money
Liens permitted by Section 8.03(i) and any renewals, extensions or
refinancings thereof so long as the aggregate principal amount of all such
Debt together with all Debt then outstanding secured by Purchase Money Liens
described on SCHEDULE 6.10 does not exceed at any time $1,000,000.

Section 8.02. Guaranties. Assume, guarantee, endorse or otherwise
become directly or contingently responsible or liable for any Guaranty,
except:

(a) Guaranties by the Subsidiaries of the Borrower of the
Obligations;

(b) the MCI Subordinated Guaranty;

(c) Guaranties by the Borrower of the Debt of other Persons so long
as the aggregate amount of such Debt does not exceed at any time $500,000; and

(d) Guaranties by endorsement of negotiable instruments for deposit
or collection or similar transactions in the ordinary course of business.

Section 8.03. Liens. Create, incur, assume or suffer to exist any Lien,
upon or with respect to any of its Properties, now owned or hereafter
acquired, except:

(a) Liens in favor of the Administrative Agent on behalf of the
Lenders securing the Obligations under this Agreement, the Notes, the Letters
of Credit, the Interest Rate Protection Agreements, the Currency Protection
Agreements and the other Facility Documents;

(b) Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if due and payable if they are being
contested in good faith by appropriate proceedings and for which appropriate
reserves are maintained;

(c) Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which are not
past due for more than 60 days, or which are being contested in good faith by
appropriate proceedings and for which appropriate reserves have been
established;

(d) Liens under workmen's compensation, unemployment insurance,
social security or similar legislation (other than ERISA);

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(e) Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money), leases
(permitted under the terms of this Agreement), public or statutory
obligations, surety, stay, appeal, indemnity, performance or other similar
bonds, or other similar obligations arising in the ordinary course of
business;

(f) judgment and other similar Liens arising in connection with
court proceedings that do not exceed $500,000 in the aggregate; provided that
the execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith and by
appropriate proceedings;

(g) easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with the
occupation, use and enjoyment by any LCC Consolidated Entity of the Property
encumbered thereby in the normal course of its business or materially impair
the value of the Property subject thereto;

(h) Liens described on SCHEDULE 6.10 provided that such Liens shall
secure only those obligations which they secure on the date hereof;

(i) Liens on Domestic Cash Equivalents securing the reimbursement
obligations of any LCC Consolidated Entity under letters of credit permitted
under Section 8.01(e); and

(j) Purchase Money Liens; provided that (i) the Person owning any
Property subject to such Lien is acquired or any Property subject to such Lien
is acquired or constructed by any LCC Consolidated Entity and the Lien on any
such Property is created within 120 days of such acquisition or construction;
(ii) the obligation secured by any Lien so created, assumed or existing shall
not exceed 100% of the lesser of cost or fair market value as of the time of
acquisition or construction of the Property covered thereby to such LCC
Consolidated Entity acquiring or constructing the same; (iii) each such Lien
shall attach, in the case of an acquisition, only to the Property so acquired,
Property associated with such Property, fixed improvements thereon and the
proceeds thereof and, in the case of construction, only to the Property so
constructed, Property associated with such Property, the land thereunder, the
fixed improvements attached thereto and the proceeds thereof; and (iv) the
obligations secured by such Lien are permitted by the provisions of Section
8.01(h) and the related expenditure is permitted under Section 8.13.

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Section 8.04. Leases. Create, incur, assume or suffer to exist any
obligation as lessee for the rental or hire of any Property, except:

(a) leases existing on the date of this Agreement and any
extensions or renewals thereof;

(b) Capital Leases permitted by Section 8.01, Section 8.03 and
Section 8.13; and

Section 8.05. Sale and Leaseback. Sell, transfer or otherwise dispose
of any real or personal Property to any Person and thereafter directly or
indirectly lease back the same or similar Property.

Section 8.06. Investments. Make any Investment, except:

(a) in Domestic Cash Equivalents and Foreign Cash Equivalents;

(b) in Property to be used or useful in the ordinary course of
business of such LCC Consolidated Entity;

(c) in stock, obligations or securities received in settlement of
debts (created in the ordinary course of business) owing to such LCC
Consolidated Entity;

(d) to or in any Obligor or in any corporation, limited partnership
or limited liability business entity that concurrently with such Investment is
or becomes an Obligor;

(e) in loans or advances by the Borrower to the Parent so long as
(i) such loans or advances would be permitted under Section 8.07 as Restricted
Payments and (ii) such loans and advances are evidenced by a promissory note
on terms reasonably acceptable to the Required Lenders and which promissory
note shall be pledged to the Administrative Agent as collateral for the
Obligations;

(f) in connection with an Acceptable Acquisition;

(g) in connection with an Acceptable Investment;

(h) in NextWave or DCR pursuant to the terms of the NextWave
Investment Documents and the DCR Investment Documents, respectively; and

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(i) in loans incurred in the ordinary course of business or
advances to employees which in the aggregate do not exceed $750,000 at any
time.

Section 8.07. Restricted Payments. Make any Restricted Payment, except:

(a) the declaration and payment of cash dividends by a Subsidiary
of the Borrower on its Capital Stock to the Borrower or to a Wholly-Owned
Subsidiary of the Borrower;

(b) at any time prior to the Initial Public Offering, so long as no
Default or Event of Default shall have occurred and be continuing, or would
result from any of the following payments,

(i) payments by the Borrower of accrued interest on the MCI
Subordinated Notes on and not prior to the respective due dates thereof;

(ii) payments by the Borrower of any amounts required to be
paid upon a conversion of the MCI Subordinated Notes pursuant to Section
3.2(i) of the MCI Securityholders Agreement; provided that no such
payment shall be permitted under this clause (ii) if, immediately after
giving effect to such payment, the Borrower would be prohibited from
declaring and paying a $1 dividend pursuant to clause (iii) below; and
provided further that, following the occurrence and during the
continuance of a Default or Event of Default, this Section 8.07 shall not
restrict the "Escrow Agent" under the MCI Escrow Agreement from applying
amounts previously deposited to the MCI Escrow Account in compliance with
this clause (ii) to the payment of amount then due from the Borrower
under Section 3.2(i) of the MCI Securityholders Agreement; and

(iii) the declaration and payment of cash dividends by the
Borrower on its Capital Stock pursuant to the provisions of Section 5.3
of the LCC Company Agreement as in effect on the Closing Date or the
making of a loan or advance by the Borrower to the Parent, from time to
time during each period beginning on the date of the delivery to the
Lenders of the first quarterly consolidated financial statements of the
LCC Consolidated Entities in each Fiscal Year pursuant to Section 7.08(b)
and ending on the date not later than 60 days after the delivery to the
Lenders of the audited consolidated financial statements of the LCC
Consolidated Entities for such Fiscal Year pursuant to Section 7.08(a),
in an aggregate amount not greater at the time of any such declaration
than the positive difference, if any, between

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(A) an amount equal to (1) at any time during such
period prior to the date of delivery to the Lenders of the audited
consolidated financial statements of the LCC Consolidated Entities
for such Fiscal Year pursuant to Section 7.08(a), 50% of
Consolidated Net Income for such Fiscal Year (determined in
accordance with GAAP on a cumulative basis for such Fiscal Year by
reference to the most recent quarterly financial statements of the
LCC Consolidated Entities delivered to the Lenders pursuant to
Section 7.08(b)), and (2) at any time during such period after the
date of delivery to the Lenders of the audited consolidated
financial statements of the LCC Consolidated Entities for such
Fiscal Year pursuant to Section 7.08(a), the difference between 80%
of Consolidated Net Income for such Fiscal Year and the amount of
any dividends declared on or after the Closing Date during such
period prior to such date pursuant to this clause (iii) with respect
to such Fiscal Year, minus

(B) the sum of (1) the amount of any Restricted Payment
permitted pursuant to clause (ii) of this Section 8.07(b) made
during such Fiscal Year, (2) to the extent such amount has not been
deducted as an expense in determining Consolidated Net Income, the
amount of interest paid on the MCI Subordinated Telcom Note on or
after the Closing Date during such Fiscal Year, (3) in the case of
the Fiscal Year ending December 31, 1996, $1,239,500 and (4) to the
extent such amount has not been deducted as an expense in
determining Consolidated Net Income, the amount of the aggregate
"Annual Award Value" paid or to be paid to participants in respect
of such Fiscal Year under and as defined in the Phantom Membership
Plan;

provided that, if (as a result of the amount of dividends paid or loans
or advances to the Parent made by the Borrower prior to the Closing Date
or as a result of negative Consolidated Net Income reflected in any such
financial statements in respect of any period of a Fiscal Year prepared
and delivered to the Lenders after the Borrower has paid a dividend or
made a loan or advance to the Parent hereunder in respect of such Fiscal
Year) the aggregate amount of dividends paid or loans or advances to the
Parent made by the Borrower in respect of such Fiscal Year pursuant to
this clause (iii) shall exceed such difference between 80% of actual
Consolidated Net Income for such Fiscal Year and the sum of the amounts
under clause (iii)(B) above for such Fiscal Year, the amount of dividends
permitted to be paid and loans and advances to the Parent permitted to be
made by the Borrower under this clause (iii) in respect of the
immediately following Fiscal Year shall be reduced by the amount of such
excess; and provided further that, no amount may be paid by

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the Borrower as a dividend or a loan or advance to the Parent after the
Closing Date under this clause (iii) in respect of Consolidated Net
Income for the Fiscal Year ended December 31, 1995.

Section 8.08. Sale of Assets. Sell, lease, assign, transfer or
otherwise dispose of any of its now owned or hereafter acquired Property
(including, without limitation, shares of stock and indebtedness, Receivables
and leasehold interests); except:

(a) for inventory disposed of in the ordinary course of business;

(b) for Proprietary Rights licensed in the ordinary course of
business;

(d) the sale or other disposition of Property during each Fiscal
Year so long as the aggregate consideration for such disposition and all other
dispositions made during such Fiscal Year does not exceed $500,000; and

(e) any LCC Consolidated Entity may effect a merger, consolidation
or transfer of substantially all of its Property permitted by Section 8.10.

Section 8.09. Transactions with Affiliates. (a) Make any Investment in
an Affiliate except as otherwise permitted under Section 8.06; (b) transfer,
sell, lease, assign or otherwise dispose of any Property to any Affiliate; (c)
merge into or consolidate with or purchase or acquire Property from any
Affiliate except as otherwise permitted under Section 8.10; or (d) enter into
any other transaction directly or indirectly with or for the benefit of any
Affiliate (including, without limitation, Guaranties and assumption of
obligations of any Affiliate); provided that (x) any Affiliate who is an
individual may serve as a director, member of a membership committee, officer
or employee of any LCC Consolidated Entity and receive reasonable compensation
for his or her services in such capacity and (y) any LCC Consolidated Entity
may enter into transactions (other than Investments by such LCC Consolidated
Entity in any Affiliate not permitted under Section 8.06) in the ordinary
course of business if the monetary or business consideration arising therefrom
would be substantially as advantageous to such LCC Consolidated Entity as the
monetary or business consideration which would obtain in a comparable arm's
length transaction with a Person not an Affiliate.

Section 8.10. Mergers. Merge or consolidate with, or sell, assign,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or

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substantially all of its Property (whether now owned or hereafter acquired)
to, any Person, or acquire all or substantially all of the Property or the
business of any Person (or enter into any agreement to do any of the
foregoing), except that:

(a) any Wholly-Owned Subsidiary of the Borrower may merge into or
consolidate with or transfer substantially all of its Property to the Borrower
or any other Wholly-Owned Subsidiary of the Borrower;

(b) any LCC Consolidated Entity may effect any Acquisition
permitted by Section 8.11; and

(c) the Borrower may merge into or transfer all of its Property to
a Wholly-Owned Subsidiary of the Parent or of the Borrower created in
anticipation of the Initial Public Offering so long as such Wholly-Owned
Subsidiary shall (i) have not created, incurred, assumed or have outstanding
any Debt or other liabilities or obligations prior to such merger or such
transfer, (ii) own any Property prior to such merger or such transfer, (iii)
expressly assume all Debt of the Borrower under this Agreement, the Notes, the
Letters of Credit, the Interest Rate Protection Agreements, the Currency
Protection Agreements and the other Facility Documents upon such merger or
such transfer, (iv) execute, acknowledge, deliver, file and record, or cause
to be acknowledged, delivered, filed or recorded, all such further
instruments, deeds, conveyances, mortgages, transfers, financing statements,
continuation statements and assurances as may be necessary or appropriate (and
in any event, as may be required by the Administrative Agent) to subject to
the Lien of the Security Documents, and to preserve, continue and protect the
Lien of the Security Documents on, the Collateral and (v) deliver such proof
of corporate, partnership or limited liability company action, incumbency of
officers, opinions of counsel and other documents as the Administrative Agent
shall have reasonably requested.

Section 8.11. Acquisitions. Make any Acquisition other than an
Acceptable Acquisition.

Section 8.12. No Activities Leading to Forfeiture. Engage in or propose
to be engaged in the conduct of any business or activity which could result in
a Forfeiture Proceeding.

Section 8.13. Capital Expenditures. Make or commit to make any Capital
Expenditure if the aggregate amount of Consolidated Capital Expenditures
incurred during any Fiscal Year would exceed $5,000,000.

Section 8.14. Amendments or Waivers of Certain Documents. Amend,
supplement, otherwise change, waive or otherwise relinquish (or agree to any

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amendment, supplement, other change, waiver or other relinquishment of) any
term of (a) any terms of Consolidated Subordinated Debt (including, without
limitation, any MCI Note Purchase Document) or (b) if such amendment,
supplement, change, waiver or relinquishment could have an adverse effect on
the rights or interests of the Lenders hereunder or under any of the other
Facility Documents, any terms of any NextWave Investment Document, any DCR
Investment Document, the LCC Company Agreement or the organizational documents
of any Subsidiary Guarantor without, in each case, obtaining the prior written
consent of the Required Lenders to such amendment, supplement, change, waiver
or relinquishment.

Section 8.15. Restrictions. Enter into or suffer to exist, any
agreement with any Person other than the Lenders that (a) prohibits, requires
the consent of such Person for or limits the ability of (i) any LCC
Consolidated Entity to pay dividends or make distributions to any other LCC
Consolidated Entity, pay liabilities owed to any other LCC Consolidated
Entity, make loans or advances to any other LCC Consolidated Entity or
transfer any of its Property to any other LCC Consolidated Entity, (ii) any
LCC Consolidated Entity to create, incur, assume or suffer to exist any Lien
upon any of its Property or (iii) any Obligor to enter into any modification
or supplement of any Facility Document; or (b) contains financial covenants
which, taken as a whole, are more restrictive on the LCC Consolidated Entities
than the financial covenants contained in Article 9.

ARTICLE 9. FINANCIAL COVENANTS.

So long as any Obligation shall remain unpaid, any Letter of Credit shall
remain outstanding or any Lender shall have any Commitment and as determined
as of the end of each Fiscal Quarter:

Section 9.01. Interest Coverage Ratio. The LCC Consolidated Entities
shall maintain at all times an Interest Coverage Ratio of not less than 3.50
to 1.00.

Section 9.02. Financing Charge Coverage Ratio. The LCC Consolidated
Entities shall maintain at all times a Financing Charge Coverage Ratio of not
less than (a) if such time is on or before June 30, 1996, 1.25 to 1.00 or (b)
if such time is after June 30, 1996, 1.50 to 1.00.

Section 9.03. Minimum Tangible Net Worth. The LCC Consolidated Entities
shall maintain at all times Consolidated Tangible Net Worth of not less than
the sum of (a) $22,000,000 plus (b) the aggregate sum of the Fiscal Quarter
Net Worth Increase Amounts calculated for each Fiscal Quarter ending after the
Closing Date.

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Section 9.04. Current Ratio. The LCC Consolidated Entities shall
maintain at all times a Current Ratio of not less than 1.75 to 1.00.

Section 9.05. Leverage Ratio. The LCC Consolidated Entities shall
maintain at all times a Leverage Ratio of not greater than (a) if such time is
on or before June 30, 1996, 2.05 to 1.00 or (b) if such time is after June 30,
1996, 2.00 to 1.00.

Section 9.06. Cash Flow Leverage Ratio. The LCC Consolidated Entities
shall maintain at all times a Cash Flow Leverage Ratio of not greater than
3.00 to 1.00.

ARTICLE 10. EVENTS OF DEFAULT.

Section 10.01. Events of Default. Any of the following events shall be
an "Event of Default":

(a) the Borrower shall: (i) fail to pay the principal of any Note
or any Reimbursement Obligation on or before the date when due and payable; or
(ii) fail to pay interest on any Note or any fee or other amount due hereunder
on or before the date when due and payable;

(b) any representation or warranty made or deemed made by any LCC
Consolidated Entity in this Agreement or in any other Facility Document or
which is contained in any certificate, document, opinion, financial or other
statement furnished at any time under or in connection with any Facility
Document shall prove to have been incorrect in any material respect on or as
of the date made or deemed made;

(c) any LCC Consolidated Entity shall: (i) fail to perform or
observe any term, covenant or agreement contained in Section 2.03 or 3.02 or
Article 8 or 9; or (ii) fail to perform or observe any term, covenant or
agreement on its part to be performed or observed (other than the obligations
specifically referred to elsewhere in this Section 10.01) in any Facility
Document and such failure shall continue for 30 consecutive days after any
Obligor shall have obtained actual knowledge or notice from the Administrative
Agent or any Lender thereof;

(d) any LCC Consolidated Entity shall: (i) fail to pay any
indebtedness in excess of $500,000, including but not limited to indebtedness
for borrowed money (other than the payment obligations described in (a)
above), of such LCC Consolidated Entity, or any interest or premium thereon,
when due (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise); (ii) fail to perform or observe any term, covenant or
condition on its part to be performed or observed under any agreement or
instrument relating to any such indebtedness,

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when required to be performed or observed (taking into account applicable
grace periods), if the effect of such failure to perform or observe is to
accelerate, or to permit the acceleration of, after the giving of notice or
passage of time, or both, the maturity of such indebtedness; or any such
indebtedness shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required prepayment), prior to
the stated maturity thereof; or (iii) a "Default" or "Event of Default" shall
have occurred under any MCI Note Purchase Document, whether or not waived;

(e) any LCC Consolidated Entity: (i) shall generally not, or be
unable to, or shall admit in writing its inability to, pay its debts as such
debts become due; or (ii) shall make an assignment for the benefit of
creditors, petition or apply to any tribunal for the appointment of a
custodian, receiver or trustee for it or a substantial part of its assets; or
(iii) shall commence any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation law or statute
of any jurisdiction, whether now or hereafter in effect; or (iv) shall have
had any such petition or application filed or any such proceeding shall have
been commenced, against it, in which an adjudication or appointment is made or
order for relief is entered, or which petition, application or proceeding
remains undismissed for a period of 90 days or more; or shall be the subject
of any proceeding under which its assets may be subject to seizure, forfeiture
or divestiture (other than a proceeding in respect of a Lien permitted under
Section 8.03(b)); or (v) by any act or omission shall indicate its consent to,
approval of or acquiescence in any such petition, application or proceeding or
order for relief or the appointment of a custodian, receiver or trustee for
all or any substantial part of its Property; or (vi) shall suffer any such
custodianship, receivership or trusteeship to continue undischarged for a
period of 90 days or more;

(f) one or more judgments, decrees or orders for the payment of
money in excess of $500,000 in the aggregate shall be rendered against any LCC
Consolidated Entity and such judgments, decrees or orders shall continue
unsatisfied and in effect for a period of 30 consecutive days without being
vacated, discharged, satisfied or stayed or bonded pending appeal;

(g) any event or condition shall occur or exist with respect to any
Domestic Plan, Foreign Plan or Multiemployer Plan concerning which any LCC
Consolidated Entity is under an obligation to furnish a report to the Lenders
in accordance with Section 7.08(j) hereof and as a result of such event or
condition, together with all other such events or conditions, such LCC
Consolidated Entity or any ERISA Affiliate has incurred or in the opinion of
the Lenders is reasonably likely to incur a liability to a Domestic Plan, a
Foreign Plan, a Multiemployer Plan, the PBGC, a Section 4042 Trustee or any
other Governmental Authority (or any

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combination of the foregoing) which is material in relation to the financial
position of the LCC Consolidated Entities; provided, however, that any such
amount shall not be deemed to be material so long as all such amounts do not
exceed $500,000 in the aggregate during the term of this Agreement;

(h) the Unfunded Benefit Liabilities of one or more Domestic Plans
or Foreign Plans have increased after the date of this Agreement in an amount
which is material (as specified in Section 7.08(j)(viii) hereof);

(i) (i) the Parent shall have ceased to own at least 51% of the
Voting Stock of the Borrower so long as the Parent Guaranty shall remain in
effect; (ii) any Person or two or more Persons acting in concert shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934)
of more than 25% of the Voting Stock of the Borrower; or (iii) during any
period of 12 consecutive months, commencing before or after the date of this
Agreement, individuals who at the beginning of such 12-month period were
directors or members of the Members Committee (or persons nominated by such
individuals) of the Borrower cease for any reason to constitute a majority of
the Board of Directors or the Members Committee of the Borrower;

(j) any Forfeiture Proceeding shall have been commenced or the
Borrower shall have given the Administrative Agent or any Lender written
notice of the commencement of any Forfeiture Proceeding as provided in Section
6.08(o);

(k) an "Event of Default" under and as defined in the Parent
Guaranty shall have occurred and be continuing;

(l) (i) any Security Document shall for any reason cease to create
in favor of the Administrative Agent a legal, valid and enforceable perfected
first-priority Lien in the Collateral as security for the Obligations except
for Liens permitted under Section 8.03 entitled to priority by law; or (ii)
any Facility Document shall cease to be in full force and effect or shall be
declared null and void, or the validity or enforceability thereof shall be
contested by the Parent or any LCC Consolidated Entity or any such Person
shall deny it has any further liability or obligation under the Security
Documents or any such Person shall fail to perform any of its obligations
thereunder;

(m) damage to all or any part of the Property of any LCC
Consolidated Entity by casualty or damage or taking of all or any part of the
Property of such LCC Consolidated Entity that would cause business
interruption or would cause monetary loss in excess of $500,000 not otherwise
covered by insurance; or

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(n) the occurrence of a Material Contract Termination.

Section 10.02. Remedies. If any Event of Default shall occur and be
continuing, the Administrative Agent shall, upon request of the Required
Lenders, by notice to the Borrower, (a) declare the Commitments to be
terminated, whereupon the same shall forthwith terminate and so shall the
obligations of the Issuing Lender to issue any Letter of Credit, (b) declare
the outstanding principal of the Notes, all interest thereon and all other
amounts payable under this Agreement, the Notes and the other Facility
Documents to be forthwith due and payable, whereupon the Notes, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of
which are hereby expressly waived by the Borrower and/or (c) direct the
Borrower to pay to the Administrative Agent an amount, to be held as cash
security in the cash collateral account held by the Administrative Agent under
Section 3.08 equal to the Letter of Credit Obligations then outstanding;
provided that, in the case of an Event of Default referred to in Section
10.01(e) or Section 10.01(i) above, the Commitments shall be immediately
terminated, and the Notes, all interest thereon and all other amounts payable
under this Agreement shall be immediately due and payable without notice,
presentment, demand, protest or other formalities of any kind, all of which
are hereby expressly waived by the Borrower. If an Event of Default shall
occur and be continuing, the Administrative Agent and each Lender may exercise
all of the rights and remedies conferred in this Agreement and in each of the
other Facility Documents; it being expressly understood that no such remedy is
intended to be exclusive of any other remedy or remedies; but each and every
remedy shall be cumulative and shall be in addition to every other remedy
given in this Agreement or the other Facility Documents or now or hereafter
existing at law or in equity or by statute, and may be exercised from time to
time as often as may be deemed expedient by the Administrative Agent and such
Lender.

ARTICLE 11. UNCONDITIONAL GUARANTY.

Section 11.01. Guarantied Obligations. Each of the Subsidiary
Guarantors, jointly and severally, in consideration of the execution and
delivery of this Agreement by the Lenders and the Administrative Agent, hereby
irrevocably and unconditionally guarantees to the Administrative Agent, for
the benefit of the Lenders, as and for such Subsidiary Guarantor's own debt,
until final payment has been made:

(a) the due and punctual payment in full in cash of the
Obligations, in each case when and as the same shall become due and payable,
whether at maturity, pursuant to mandatory or optional prepayment, by
acceleration or otherwise, all in accordance with the terms and provisions of
this Agreement and the other Facility

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Documents, it being the intent of the Subsidiary Guarantors that the guaranty
set forth in this Section 11.01 (the "Unconditional Guaranty") shall be a
guaranty of payment and not a guaranty of collection; and

(b) the punctual and faithful performance, keeping, observance, and
fulfillment by each Obligor of all duties, agreements, covenants and
obligations such Obligor contained in each of the Facility Documents to which
it is a party.

Section 11.02. Performance Under This Agreement. In the event any
Obligor fails to make, on or before the due date thereof, any payment of the
principal of, or interest on, the Notes, the Letter of Credit Obligations or
the other Obligations, or if any Obligor shall fail to perform, keep, observe,
or fulfill any other obligation referred to in clause (a) or clause (b) of
Section 11.01 hereof in the manner provided in the Notes, the Letters of
Credit or in any of the other Facility Documents, and any such failure shall
remain uncured at the expiration of any applicable cure period provided herein
or in the other Facility Documents, the Subsidiary Guarantors shall cause
forthwith to be paid the moneys, or to be performed, kept, observed, or
fulfilled each of such obligations, in respect of which such failure has
occurred.

Section 11.03. Waivers. To the fullest extent permitted by law, each
Subsidiary Guarantor does hereby waive:

(a) notice of acceptance of the Unconditional Guaranty;

(b) notice of any borrowings under this Agreement, or the creation,
existence or acquisition of any of the Obligations, subject to such Subsidiary
Guarantor's right to make inquiry of the Administrative Agent to ascertain the
amount of the Obligations at any reasonable time;

(c) notice of the amount of the Obligations, subject to each
Subsidiary Guarantor's right to make inquiry of the Administrative Agent to
ascertain the amount of the Obligations at any reasonable time;

(d) notice of adverse change in the financial condition of the
Borrower, any other guarantor or any other fact that might increase each
Subsidiary Guarantor's risk hereunder;

(e) notice of presentment for payment, demand, protest, and notice
thereof as to the Notes or any other Facility Document;

(f) notice of any Default or Event of Default;

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(g) all other notices and demands to which each Subsidiary
Guarantor might otherwise be entitled (except if such notice or demand is
specifically otherwise required to be given to each Subsidiary Guarantor
hereunder or under the other Facility Documents);

(h) the right by statute or otherwise to require any or each Lender
or the Administrative Agent to institute suit against the Borrower or any
other guarantor or to exhaust the rights and remedies of any or each Lender or
the Administrative Agent against the Borrower or any other guarantor, each
Subsidiary Guarantor being bound to the payment of each and all Obligations,
whether now existing or hereafter accruing, as fully as if such Obligations
were directly owing to each Lender by each Subsidiary Guarantor;

(i) any defense arising by reason of any disability or other
defense (other than the defense that the Obligations shall have been fully and
finally performed and indefeasibly paid) of the Borrower or by reason of the
cessation from any cause whatsoever of the liability of the Borrower in
respect thereof; and

(j) any stay (except in connection with a pending appeal),
valuation, appraisal, redemption or extension law now or at any time hereafter
in force which, but for this waiver, might be applicable to any sale of
Property of each Subsidiary Guarantor made under any judgment, order or decree
based on this Agreement, and each Subsidiary Guarantor covenants that it will
not at any time insist upon or plead, or in any manner claim or take the
benefit or advantage of such law.

Until all of the Obligations shall have been paid in full, each of the
Subsidiary Guarantors hereby agrees to completely subordinate any right of
subrogation, reimbursement, or indemnity whatsoever in respect thereof and any
right of recourse to or with respect to any Property of the Borrower. Nothing
shall discharge or satisfy the obligations of any Subsidiary Guarantor
hereunder except the full and final performance and indefeasible payment of
the Obligations by such Subsidiary Guarantor, upon which each Lender agrees to
transfer and assign its interest in the Notes and the other Facility Documents
to such Subsidiary Guarantor without recourse, representation or warranty of
any kind (other than that such Lender owns its Notes and that such Notes are
free of Liens created by such Lender). All of the Obligations shall in the
manner and subject to the limitations provided herein for the acceleration
thereof forthwith become due and payable without notice.

Section 11.04. Releases. Each of the Subsidiary Guarantors consents and
agrees that, without notice to or by such Subsidiary Guarantor and without
affecting or impairing the obligations of such Subsidiary Guarantor hereunder,
each Lender or the Administrative Agent, in the manner provided herein, by
action or inaction, may:

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(a) compromise or settle, extend the period of duration or the time
for the payment, or discharge the performance of, or may refuse to, or
otherwise not, enforce, or may, by action or inaction, release all or any one
or more parties to, any one or more of the Notes or the other Facility
Documents;

(b) grant other indulgences to the Borrower in respect thereof;

(c) amend or modify in any manner and at any time (or from time to
time) any one or more of the Notes, the Letters of Credit and the other
Facility Documents in accordance with Section 13.01 or otherwise;

(d) release or substitute any one or more of the endorsers or
guarantors of the Obligations whether parties hereto or not; and

(e) exchange, enforce, waive, or release, by action or inaction,
any security for the Obligations (including, without limitation, any of the
collateral therefor) or any other guaranty of any of the Obligations.

Section 11.05. Marshaling. Each of the Subsidiary Guarantors consents
and agrees that:

(a) neither the Administrative Agent nor any Lender shall be under
no obligation to marshal any assets in favor of each Subsidiary Guarantor or
against or in payment of any or all of the Obligations; and

(b) to the extent the Borrower or any other guarantor makes a
payment or payments to any Lender, which payment or payments or any part
thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside, or required, for any of the foregoing reasons or for
any other reason, to be repaid or paid over to a custodian, trustee, receiver,
or any other party under any bankruptcy law, common law, or equitable cause,
then to the extent of such payment or repayment, the Obligations or part
thereof intended to be satisfied thereby shall be revived and continued in
full force and effect as if said payment or payments had not been made and
such Subsidiary Guarantor shall remain liable for such Obligation.

Section 11.06. Liability. Each of the Subsidiary Guarantors agrees that
the liability of such Subsidiary Guarantor in respect of this Article 11 shall
not be contingent upon the exercise or enforcement by any Lender or the
Administrative Agent of whatever remedies such Lender or the Administrative
Agent may have against the Borrower or any other guarantor or the enforcement
of any Lien or

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realization upon any security such Lender or the Administrative Agent may at
any time possess.

Section 11.07. Unconditional Obligation. The Unconditional Guaranty set
forth in this Article 11 is an absolute, unconditional, continuing and
irrevocable guaranty of payment and performance and shall remain in full force
and effect until the full and final payment of the Obligations without respect
to future changes in conditions, including change of law or any invalidity or
irregularity with respect to the issuance or assumption of any obligations
(including, without limitation, the Notes and the Letter of Credit
Obligations) of or by the Borrower or any other guarantor, or with respect to
the execution and delivery of any agreement (including, without limitation,
the Notes and the other Facility Documents) of the Borrower or any other
guarantor.

Section 11.08. Election to Perform Obligations. Any election by any of
the Subsidiary Guarantors to pay or otherwise perform any of the obligations
of any Obligor under the Notes or under any of the other Facility Documents,
whether pursuant to this Article 11 or otherwise, shall not release such
Obligor from any of its other obligations under the Notes, the Letters of
Credit or any of the other Facility Documents.

Section 11.09. No Election. The Administrative Agent shall have the
right to seek recourse against any one or more of the Subsidiary Guarantors to
the fullest extent provided for herein for such Subsidiary Guarantor's
obligations under this Agreement (including, without limitation, this Article
11) in respect of the Notes, the Letters of Credit and the other Facility
Documents. No election to proceed in one form of action or proceeding, or
against any party, or on any obligation, shall constitute a waiver of the
Administrative Agent's right to proceed in any other form of action or
proceeding or against other parties unless the Administrative Agent has
expressly waived such right in writing. Specifically, but without limiting
the generality of the foregoing, no action or proceeding by any Lender or the
Administrative Agent against any Obligor under any document or instrument
evidencing obligations of such Obligor to such Lender or the Administrative
Agent shall serve to diminish the liability of any of the Subsidiary
Guarantors under this Agreement (including, without limitation, this Article
11) except to the extent that the Administrative Agent or such Lender finally
and unconditionally shall have realized payment by such action or proceeding,
notwithstanding the effect of any such action or proceeding upon such
Subsidiary Guarantor's right of subrogation against any Obligor.

Section 11.10. Severability. Subject to applicable law, each of the
rights and remedies granted under this Article 11 to the Administrative Agent
may be exercised

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by the Administrative Agent without notice by the Administrative Agent to, or
the consent of or any other action by, any Lender, provided that the
Administrative Agent will promptly thereafter give each Lender notice of any
exercise of rights and remedies by the Administrative Agent under this Article
11.

Section 11.11. Other Enforcement Rights. The Administrative Agent may
proceed, as provided in Article 11 hereof, to protect and enforce the
Unconditional Guaranty by suit or suits or proceedings in equity, at law or in
bankruptcy, and whether for the specific performance of any covenant or
agreement contained herein (including, without limitation, in this Article 11)
or in execution or aid of any power herein granted; or for the recovery of
judgment for the obligations hereby guarantied or for the enforcement of any
other proper, legal or equitable remedy available under applicable law. Each
of the Lenders shall have, to the fullest extent permitted by law and this
Agreement, a right of set-off against, any and all credits and any and all
other Property of any Subsidiary Guarantor, now or at any time whatsoever
with, or in the possession of, such Lender, or anyone acting for such Lender,
as security for any and all obligations of such Subsidiary Guarantor hereunder
and such Lien shall be deemed permitted for all purposes under Article 8
hereof.

Section 11.12. Delay or Omission; No Waiver. No course of dealing on
the part of any Lender or the Administrative Agent and no delay or failure on
the part of any such Person to exercise any right hereunder (including,
without limitation, this Article 11) shall impair such right or operate as a
waiver of such right or otherwise prejudice such Person's rights, powers and
remedies hereunder. Every right and remedy given by the Unconditional
Guaranty or by law to any Lender or the Administrative Agent may be exercised
from time to time as often as may be deemed expedient by such Person.

Section 11.13. Restoration of Rights and Remedies. If any Lender or the
Administrative Agent shall have instituted any proceeding to enforce any right
or remedy under the Unconditional Guaranty, under any Note held by such
Lender, or under any Security Document, and such proceeding shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to such Lender or the Administrative Agent, then and in every such
case each such Lender, the Administrative Agent, the Borrower and the
Subsidiary Guarantors shall, except as may be limited or affected by any
determination in such proceeding, be restored severally and respectively to
its respective former positions hereunder and thereunder, and thereafter,
subject as aforesaid, the rights and remedies of such Lender or the
Administrative Agent shall continue as though no such proceeding had been
instituted.

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Section 11.14. Cumulative Remedies. No remedy under this Agreement
(including, without limitation, this Article 11), the Notes, the Letters of
Credit or any of the other Facility Documents is intended to be exclusive of
any other remedy, but each and every remedy shall be cumulative and in
addition to any and every other remedy given under this Agreement (including,
without limitation, this Article 11), the Notes, the Letters of Credit or any
of the other Facility Documents.

Section 11.15. Survival. The obligations of the Subsidiary Guarantors
under this Article 11 shall survive the transfer and payment of any Obligation
until the indefeasible payment in full of all the Obligations and the
expiration and termination of the Letters of Credit and the Commitments.

Section 11.16. No Setoff, Counterclaim or Withholding; Gross-Up. Each
payment by a Subsidiary Guarantor shall be made without setoff or counterclaim
and without withholding for or on account of any present or future taxes
imposed by any Governmental Authority. If any such withholding is so
required, such Subsidiary Guarantor shall make the withholding and pay the
amount withheld to the appropriate Governmental Authority before penalties
attach thereto or interest accrues thereon.

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ARTICLE 12. THE ADMINISTRATIVE AGENT.

Section 12.01. Appointment, Powers and Immunities of Administrative
Agent. Each Lender hereby irrevocably (but subject to removal by the Required
Lenders pursuant to Section 12.09) appoints and authorizes the Administrative
Agent to act as its agent hereunder and under any other Facility Document with
such powers as are specifically delegated to the Administrative Agent by the
terms of this Agreement and any other Facility Document, together with such
other powers as are reasonably incidental thereto. The Administrative Agent
shall have no duties or responsibilities except those expressly set forth in
this Agreement and any other Facility Document, and shall not by reason of
this Agreement be a trustee for any Lender. The Administrative Agent shall
not be responsible to the Lenders for any recitals, statements,
representations or warranties made by any LCC Consolidated Entity, the Parent
or any of their respective officers and officials or by any other Person
contained in this Agreement or any other Facility Document, or in any
certificate or other document or instrument referred to or provided for in, or
received by any of them under, this Agreement or any other Facility Document,
or for the value, legality, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Facility Document
or any other document or instrument referred to or provided for herein or
therein, for the perfection or priority of any collateral security for the
Obligations or for any failure by any Obligor or the Parent to perform any of
their respective obligations hereunder or thereunder. The Administrative
Agent may employ agents and attorneys-in-fact and shall not be responsible,
except as to money or securities received by it or its authorized agents, for
the negligence or misconduct of any such agents or attorneys-in-fact selected
by it with reasonable care. Neither the Administrative Agent nor any of its
directors, officers, employees or agents shall be liable or responsible to any
Lender for any action taken or omitted to be taken by it or them hereunder or
under any other Facility Document or in connection herewith or therewith,
except for its or their own gross negligence or willful misconduct.

Section 12.02. Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person or Persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat each Lender
as the holder of the Obligations attributable to it for all purposes hereof
unless and until a notice of the assignment or transfer thereof satisfactory
to the Administrative Agent signed by such Lender shall have been furnished to
the Administrative Agent but the Administrative Agent shall not be required to
deal with any Person who has acquired

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a participation in any Obligation from a Lender. As to any matters not
expressly provided for by this Agreement or any other Facility Document, the
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions signed by
the Required Lenders, and such instructions of the Required Lenders and any
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders and any other holder of all or any portion of any Obligation.

Section 12.03. Defaults. The Administrative Agent shall not be deemed
to have knowledge of the occurrence of a Default or Event of Default (other
than the non-payment of principal of or interest on the Loans and the Letter
of Credit Obligations to the extent the same is required to be paid to the
Administrative Agent for the account of the Lenders) unless the Administrative
Agent has received notice from a Lender or the Borrower specifying such
Default or Event of Default and stating that such notice is a "Notice of
Default." In the event that the Administrative Agent receives such a notice
of the occurrence of a Default or Event of Default, the Administrative Agent
shall give prompt notice thereof to the Lenders (and shall give each Lender
prompt notice of each such non-payment). The Administrative Agent shall
(subject to Section 12.08) take such action with respect to such Default or
Event of Default which is continuing as shall be directed by the Required
Lenders; provided that, unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the Lenders; and
provided further that the Administrative Agent shall not be required to take
any such action which it determines to be contrary to law.

Section 12.04. Rights of Administrative Agent as a Lender. With respect
to its Commitments and the Obligations held by it, The Chase Manhattan Bank
(National Association) in its capacity as a Lender hereunder shall have the
same rights and powers hereunder as any other Lender and may exercise the same
as though it were not acting as the Administrative Agent, and the term
"Lender" or "Lenders" shall, unless the context otherwise indicates, include
The Chase Manhattan Bank (National Association) in its capacity as a Lender.
The Chase Manhattan Bank (National Association) and its affiliates may
(without having to account therefor to any Lender) accept deposits from, lend
money to (on a secured or unsecured basis), and generally engage in any kind
of banking, trust or other business with, any LCC Consolidated Entity or the
Parent (and any of its their respective affiliates) as if it were not acting
as the Administrative Agent, and The Chase Manhattan Bank (National
Association) may accept fees and other consideration from any LCC Consolidated
Entity, the Parent and any of their respective affiliates for services in
connection with this Agreement or otherwise without having to account for the
same to the Lenders.

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Although The Chase Manhattan Bank (National Association) and its affiliates
may in the course of such relationships and relationships with other Persons
acquire information about any LCC Consolidated Entity, the Parent, their
respective affiliates and such other Persons, the Administrative Agent shall
have no duty to disclose such information to the Lenders.

Section 12.05. Indemnification of Administrative Agent. The Lenders
agree to indemnify the Administrative Agent (to the extent not reimbursed
under Section 13.03 or under the applicable provisions of any other Facility
Document, but without limiting the obligations of the Borrower under Section
13.03 or such provisions), ratably in accordance with the aggregate unpaid
principal amount of the Obligations attributable to the Lenders (without
giving effect to any participations, in all or any portion of the Obligations,
sold by them to any other Person) (or, if no Obligations are at the time
outstanding, ratably in accordance with their respective Commitments), for any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement,
any other Facility Document or any other documents contemplated by or referred
to herein or the transactions contemplated hereby or thereby (including,
without limitation, the costs and expenses which the Obligors are obligated to
pay under Section 13.03 or under the applicable provisions of any other
Facility Document but excluding, unless a Default or Event of Default has
occurred, normal administrative costs and expenses incident to the performance
of its agency duties hereunder) or the enforcement of any of the terms hereof
or thereof or of any such other documents or instruments; provided that no
Lender shall be liable for any of the foregoing to the extent they arise from
the gross negligence or wilful misconduct of the party to be indemnified.

Section 12.06. Documents. The Administrative Agent will forward to each
Lender, promptly after the Administrative Agent's receipt thereof, a copy of
each report, notice or other document required by this Agreement or any other
Facility Document to be delivered to the Administrative Agent for such Lender.

Section 12.07. Non-Reliance on Administrative Agent and Other Lenders.
Each Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
LCC Consolidated Entities and the Parent and decision to enter into this
Agreement and that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement or
any other Facility Document. The

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Administrative Agent shall not be required to keep itself informed as to the
performance or observance by the Obligors or the Parent of this Agreement or
any other Facility Document or any other document referred to or provided for
herein or therein or to inspect the Properties or books of any LCC
Consolidated Entity or the Parent. Except for notices, reports and other
documents and information expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of any LCC
Consolidated Entity or the Parent (or any of their respective affiliates)
which may come into the possession of the Administrative Agent or any of its
affiliates. The Administrative Agent shall not be required to file this
Agreement, any other Facility Document or any document or instrument referred
to herein or therein, for record or give notice of this Agreement, any other
Facility Document or any document or instrument referred to herein or therein,
to anyone.

Section 12.08. Failure of Administrative Agent to Act. Except for
action expressly required of the Administrative Agent hereunder, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall have received further assurances
(which may include cash collateral) of the indemnification obligations of the
Lenders under Section 12.05 in respect of any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action.

Section 12.09. Resignation or Removal of Administrative Agent. Subject
to the appointment and acceptance of a successor Administrative Agent as
provided below, the Administrative Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, and the Administrative
Agent may be removed at any time with or without cause by the Required
Lenders; provided that the Borrower and the other Lenders shall be promptly
notified thereof. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, which shall be a bank which has an office in
New York, New York. The Required Lenders or the retiring Administrative
Agent, as the case may be, shall upon the appointment of a successor
Administrative Agent promptly so notify the Borrower and the other Lenders.
Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent,

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and the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation
or removal hereunder as Administrative Agent, the provisions of this Article
12 shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent.

Section 12.10. Amendments Concerning Agency Function. The
Administrative Agent shall not be bound by any waiver, amendment, supplement
or modification of this Agreement or any other Facility Document which affects
its duties hereunder or thereunder unless it shall have given its prior
consent thereto.

Section 12.11. Liability of Administrative Agent. The Administrative
Agent shall not have any liabilities or responsibilities to any Obligor on
account of the failure of any Lender to perform its obligations hereunder or
to any Lender on account of the failure of any Obligor, the Parent or any
other Lender to perform its obligations hereunder or under any other Facility
Document.

Section 12.12. Transfer of Agency Function. Without the consent of the
Obligors or any Lender, the Administrative Agent may at any time or from time
to time transfer its functions as Administrative Agent hereunder to any of its
offices wherever located, provided that the Administrative Agent shall
promptly notify the Borrower and the Lenders thereof.

Section 12.13. Non-Receipt of Funds by the Administrative Agent. Unless
the Administrative Agent shall have been notified by a Lender or the Borrower
(either one as appropriate being the "Payor") prior to the date on which such
Lender is to make payment hereunder to the Administrative Agent of the
proceeds of a Loan or the Borrower is to make payment to the Administrative
Agent, as the case may be (either such payment being a "Required Payment"),
which notice shall be effective upon receipt, that the Payor does not intend
to make the Required Payment to the Administrative Agent, the Administrative
Agent may assume that the Required Payment has been made and may, in reliance
upon such assumption (but shall not be required to), make the amount thereof
available to the intended recipient on such date and, if the Payor has not in
fact made the Required Payment to the Administrative Agent, the recipient of
such payment (and, if such recipient is the Borrower and the Payor Lender
fails to pay the amount thereof to the Administrative Agent forthwith upon
demand, the Borrower) shall, on demand, repay to the Administrative Agent the
amount made available to it together with interest thereon for the period from
the date such amount was so made available by the Administrative Agent until
the date the Administrative Agent recovers such amount at a rate per annum
equal to the average daily Federal Funds Rate for such period.

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Section 12.14. Withholding Taxes. Each Lender represents that it is
entitled to receive any payments to be made to it hereunder without the
withholding of any tax and will furnish to the Administrative Agent such
forms, certifications, statements and other documents as the Administrative
Agent may request from time to time to evidence such Lender's exemption from
the withholding of any tax imposed by any jurisdiction or to enable the
Administrative Agent to comply with any applicable laws or regulations
relating thereto. Without limiting the effect of the foregoing, if any Lender
is not created or organized under the laws of the United States of America or
any state thereof, in the event that the payment of interest by the Borrower
is treated for U.S. income tax purposes as derived in whole or in part from
sources from within the U.S., such Lender will furnish to the Administrative
Agent Form 4224 or Form 1001 of the Internal Revenue Service, or such other
forms, certifications, statements or documents, duly executed and completed by
such Lender as evidence of such Lender's exemption from the withholding of
U.S. tax with respect thereto. The Administrative Agent shall not be
obligated to make any payments hereunder to such Lender in respect of any
Obligation until such Lender shall have furnished to the Administrative Agent
the requested form, certification, statement or document.

Section 12.15. Several Obligations and Rights of Lenders. The failure
of any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve any other Lender of its obligation to make its Loans on such
date, but no Lender shall be responsible for the failure of any other Lender
to make a Loan to be made by such other Lender. The amounts payable at any
time hereunder to each Lender shall be a separate and independent debt, and
each Lender shall be entitled to protect and enforce its rights arising out of
this Agreement, and it shall not be necessary for any other Lender to be
joined as an additional party in any proceeding for such purpose.

Section 12.16. Pro Rata Treatment of Loans, Etc. Except to the extent
otherwise provided: (a) each borrowing under Section 2.01 shall be made from
the Lenders, each reduction or termination of the amount of the Commitments
under Section 2.08 shall be applied to the Commitments of the Lenders, and
each payment of commitment fee accruing under Section 2.12(a) shall be made
for the account of the Lenders, pro rata according to the amounts of their
respective unused Commitments; (b) each conversion under Section 2.05 of Loans
of a particular type (but not conversions provided for by Section 4.04), shall
be made pro rata among the Lenders holding Loans of such type according to the
respective principal amounts of such Loans by such Lenders; (c) each
prepayment and payment of principal of or interest on Loans of a particular
type, a particular class and a particular Interest Period shall be made to the
Administrative Agent for the account of the Lenders holding Loans of such
type, class and Interest Period pro rata in accordance with the

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respective unpaid principal amounts of such Loans of such type, class and
Interest Period held by such Lenders; and (d) each prepayment and payment of
fees under Section 3.09(a) and Letter of Credit Obligations shall be made pro
rata in accordance with the pro rata share of the Lenders in the Letter of
Credit Obligations held by each of them.

Section 12.17. Sharing of Payments Among Lenders. If a Lender shall
obtain payment of any principal of or interest on any Obligation held by it
through the exercise of any right of setoff, banker's lien, counterclaim, or
by any other means, it shall promptly purchase from the other Lenders
participations in (or, if and to the extent specified by such Lender, direct
interests in) the Obligations of the other Lenders in such amounts, and make
such other adjustments from time to time as shall be equitable to the end that
all the Lenders shall share the benefit of such payment (net of any expenses
which may be incurred by such Lender in obtaining or preserving such benefit)
pro rata in accordance with the unpaid principal and interest on the
Obligations held by each of them. To such end the Lenders shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if such payment is rescinded or must otherwise be restored.
Each of the Obligors agrees that any Lender so purchasing a participation (or
direct interest) in the Obligations held by the other Lenders may exercise all
rights of setoff, banker's lien, counterclaim or similar rights with respect
to such participation (or direct interest). Nothing contained herein shall
require any Lender to exercise any such right or shall affect the right of any
Lender to exercise, and retain the benefits of exercising, any such right with
respect to any other indebtedness of any Obligor, the Parent or their
respective affiliates.

Section 12.18. Security Documents. Subject to the foregoing provisions
of this Section 12, the Administrative Agent shall, on behalf of the Lenders:
(a) execute any and all of the Security Documents on behalf of the Lenders;
(b) hold and apply any and all Collateral, and the proceeds thereof, at any
time received by it, in accordance with the provisions of the Security
Documents and this Agreement; (c) exercise any and all rights, powers and
remedies of the Lenders under this Agreement or any of the Security Documents,
including the giving of any consent or waiver or the entering into of any
amendment, subject to the provisions of Section 12.03; (d) execute, deliver
and file financing statements, mortgages, deeds of trust, lease assignments
and other such agreements, and possess instruments on behalf of any or all of
the Lenders; and (e) in the event of acceleration of the Borrower's
obligations hereunder, use its best efforts to sell or otherwise liquidate or
dispose of the Collateral and otherwise exercise the rights of the Lenders
thereunder upon the direction of the Required Lenders.

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Section 12.19. Collateral. Notwithstanding Section 12.18, the
Administrative Agent and the other Lenders agree, as among themselves, that
the Administrative Agent shall not, without the consent of the Required
Lenders, make any sale or disposition of the Collateral pursuant to any of the
Security Documents. The Administrative Agent acknowledges to the other
Lenders that it is acting in an agency capacity hereunder and that the
security interest in the Collateral granted under the Security Documents
secures the Obligations held by all of the Lenders. In the event of any
Default or Event of Default, the Administrative Agent will apply and/or pay
over to the Lenders any net proceeds derived from the Collateral pro rata on
the basis of the aggregate unpaid principal and interest of the Obligations
held by the Lenders. The Administrative Agent will be reimbursed or properly
indemnified by the Lenders in the event the Administrative Agent is requested
by the Lenders to take or omit to take any action with respect to the
Collateral (any such reimbursement or indemnification to be pro rata as
provided in Section 12.05). The Administrative Agent shall have the right to
retain counsel to advise it as to any action or decision with respect to the
Collateral and shall be reimbursed by the other Lenders for the cost of the
same (to the extent the Administrative Agent is not reimbursed by the
Borrower) prior to distributing any of the Collateral or any proceeds thereof
(any such reimbursement to be pro rata as aforesaid).

Section 12.20. Amendment of Article 12. Each of the Obligors hereby
agrees that the foregoing provisions of this Article 12 constitute an
agreement amount the Administrative Agent and the Lenders and that any and all
of the provisions of this Article 12 may be amended at any time by the
Administrative Agent and the Required Lenders without the consent or approval
of, or notice to, such Obligor.

ARTICLE 13. MISCELLANEOUS.

Section 13.01. Amendments and Waivers. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be amended or
modified only by an instrument in writing signed by the Borrower, the
Administrative Agent and the Required Lenders, or by the Borrower and the
Administrative Agent acting with the consent of the Required Lenders and any
provision of this Agreement may be waived by the Required Lenders or by the
Administrative Agent acting with the consent of the Required Lenders; provided
that no amendment, modification or waiver shall, unless by an instrument
signed by all of the Lenders or by the Administrative Agent acting with the
consent of all of the Lenders: (a) increase or extend the term, or extend the
time or waive any requirement for the reduction or termination, of the
Commitments; (b) extend the date fixed for the payment of principal of or
interest on any Loan, any Letter of Credit Obligation or any fee payable
hereunder; (c) reduce the amount of any payment of principal thereof or the
rate at which interest is payable thereon or any fee payable hereunder, (d)
alter the terms of

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this Section 12.01; (e) amend the definition of the term "Required Lenders";
(f) waive any of the conditions precedent set forth in Article 5 hereof; (g)
discharge any Subsidiary Guarantor from the Unconditional Guaranty under
Article 11 hereof or the Parent from the Parent Guaranty; or (h) release all
or any part of the Collateral in excess of $500,000 and provided, further,
that any amendment of Article 12 or any amendment which increases the
obligations of the Administrative Agent hereunder shall require the consent of
the Administrative Agent. No failure on the part of the Administrative Agent
or any Lender to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof or preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

Section 13.02. Usury. Anything herein to the contrary notwithstanding,
the obligations of the Obligors under this Agreement, the Notes and the other
Facility Documents shall be subject to the limitation that payments of
interest shall not be required to the extent that receipt thereof would be
contrary to provisions of law applicable to a Lender limiting rates of
interest which may be charged or collected by such Lender.

Section 13.03. Expenses. Each of the Obligors shall reimburse the
Administrative Agent on demand for all reasonable costs, expenses and charges
(including, without limitation, reasonable fees and charges of external legal
counsel for the Administrative Agent) in connection with the preparation of,
and any amendment, supplement, waiver or modification to (in each case,
whether or not consummated), this Agreement, any other Facility Document and
any other documents prepared in connection herewith or therewith. Each of the
Obligors shall reimburse the Administrative Agent and each Lender for all
reasonable costs expenses and charges (including, without limitation,
reasonable fees and charges of external legal counsel for the Administrative
Agent and each Lender) in connection with the enforcement or preservation of
any rights or remedies during the existence of a Default or Event of Default
(including, without limitation, in connection with any restructuring or
insolvency or bankruptcy proceeding). Each of the Obligors agrees to
indemnify the Administrative Agent and each Lender and their respective
directors, officers, employees and agents from, and hold each of them harmless
against, any and all losses, liabilities, claims, damages or expenses incurred
by any of them arising out of or by reason of any investigation or litigation
or other proceedings (including any threatened investigation or litigation or
other proceedings) arising out of or relating to this Agreement or any other
Facility Document or to any actual or proposed use by the Borrower of the
proceeds of the Loans or the Letters of Credit or to the performance or
enforcement of this Agreement or the other Facility Documents, including,
without limitation, the reasonable fees and disbursements of counsel incurred
in connection with any such investigation or litigation or other

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proceedings (but excluding any such losses, liabilities, claims, damages or
expenses incurred by reason of the gross negligence or wilful misconduct of
the Person to be indemnified).

Section 13.04. Survival. The obligations of the Obligors under Sections
4.01, 4.05 and 13.03 shall survive the repayment of the Obligations and the
termination of the Commitments and the Letters of Credit.

Section 13.05. Assignment; Participations.

(a) This Agreement shall be binding upon, and shall inure to the
benefit of, the Borrower, the Subsidiary Guarantors, the Administrative Agent,
the Lenders and their respective successors and assigns, except that the
Borrower and the Subsidiary Guarantors may not assign or transfer its rights
or obligations hereunder except as otherwise permitted under Section 8.10(c).
Each Lender may assign or sell participations in all of its rights and
obligations hereunder or any part of its rights and obligations hereunder to
another financial institution or other entity; provided that any assignment or
participation by any Lender of its rights and obligations in respect of the
Letters of Credit shall require the prior consent of the Issuing Lender, such
consent not to be unreasonably withheld, in which event (i) in the case of an
assignment, upon notice thereof by the Lender to the Borrower with a copy to
the Administrative Agent, the assignee shall have, to the extent of such
assignment (unless otherwise provided therein), the same rights, benefits and
obligations as it would have if it were a Lender hereunder; and (ii) in the
case of a participation, the participant shall have no rights under the
Facility Documents and all amounts payable by the Borrower under Article 4
shall be determined as if such Lender had not sold such participation. The
agreement executed by such Lender in favor of the participant shall not give
the participant the right to require such Lender to take or omit to take any
action hereunder except action directly relating to (i) the extension of a
payment date with respect to any portion of the principal of or interest on
any amount outstanding hereunder allocated to such participant, (ii) the
reduction of the principal amount outstanding hereunder allocated to such
participant or (iii) the reduction of the rate of interest payable on such
amount or any amount of fees payable hereunder to a rate or amount, as the
case may be, below that which the participant is entitled to receive under its
agreement with such Lender. Such Lender may furnish any information
concerning any LCC Consolidated Entity, the Parent or any of their respective
affiliates in the possession of such Lender from time to time to assignees and
participants (including prospective assignees and participants); provided that
such Lender shall require any such prospective assignee or such participant
(prospective or otherwise) to agree in writing to maintain the confidentiality
of such information. In connection with any assignment or sale of a
participation interest pursuant to this paragraph (a), the assigning or
selling Lender

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shall pay the Administrative Agent an administrative fee for processing such
assignment or participation in the amount of $5,000.

(b) In addition to the assignments and participations permitted
under paragraph (a) above, any Lender may assign and pledge all or any portion
of the Obligations held by it to (i) any affiliate of such Lender or (ii) any
Federal Reserve Lender as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular
issued by such Federal Reserve Lender. No such assignment shall release the
assigning Lender from its obligations hereunder.

Section 13.06. Notices. Unless the party to be notified otherwise
notifies the other party in writing as provided in this Section, and except as
otherwise provided in this Agreement, notices shall be given in writing to the
Administrative Agent, to the Lenders, to the Borrower and to the Subsidiary
Guarantors by ordinary mail, hand delivery, overnight courier or telecopier
addressed to such party at its address on the signature page of this
Agreement. Notices shall be effective: (a) if given by mail, 72 hours after
deposit in the mails with first class postage prepaid, addressed as aforesaid;
and (b) if given by telecopier, when the telecopy is transmitted to the
telecopier number as aforesaid; provided that notices to the Administrative
Agent shall be effective upon receipt.

Section 13.07. Setoff. Each of the Obligors, in addition to (and
without limitation of) any right of setoff, banker's lien or counterclaim a
Lender may otherwise have, each Lender shall be entitled, at its option, to
offset balances (general or special, time or demand, provisional or final)
held by it for the account of such Obligor at any of such Lender's offices, in
Dollars or in any other currency, against any amount payable by such Obligor
to such Lender under this Agreement, such Lender's Note, any Letter of Credit
or any other Facility Document which is not paid when due (regardless of
whether such balances are then due to the Borrower), in which case it shall
promptly notify the Borrower and the Administrative Agent thereof; provided
that such Lender's failure to give such notice shall not affect the validity
thereof. Payments by any Obligor hereunder shall be made without setoff or
counterclaim.

SECTION 13.08. JURISDICTION; IMMUNITIES. (a) EACH OF THE OBLIGORS
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED
STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY NOTE, ANY LETTER OF CREDIT
OR ANY OTHER FACILITY DOCUMENT, AND THE BORROWER HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND

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DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE OBLIGORS
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION
OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS
ADDRESS SPECIFIED IN SECTION 13.06. EACH OF THE OBLIGORS AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. EACH OF THE OBLIGORS FURTHER WAIVES ANY OBJECTION TO VENUE
IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON
THE BASIS OF FORUM NON CONVENIENS. EACH OF THE OBLIGORS FURTHER AGREES THAT
ANY ACTION OR PROCEEDING BROUGHT AGAINST THE ADMINISTRATIVE AGENT OR ANY
LENDER SHALL BE BROUGHT ONLY IN NEW YORK STATE OR UNITED STATES FEDERAL COURT
SITTING IN NEW YORK COUNTY.

(b) EACH OF THE OBLIGORS WAIVES ANY RIGHT IT MAY HAVE TO JURY
TRIAL. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY EACH
OF THE OBLIGORS AND EACH OF THE OBLIGORS ACKNOWLEDGES THAT NO PERSON ACTING ON
BEHALF OF ANOTHER PARTY TO THIS AGREEMENT HAS MADE ANY REPRESENTATIONS OF FACT
TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
EFFECT. EACH OF THE OBLIGORS FURTHER ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF
THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
SELECTED OF ITS OWN FREE WILL AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS
THIS WAIVER WITH COUNSEL.

(c) Nothing in this Section 13.08 shall affect the right of the
Administrative Agent or any Lender to serve legal process in any other manner
permitted by law or affect the right of the Administrative Agent or any Lender
to bring any action or proceeding against any Obligor or its Property in the
courts of any other jurisdictions.

(d) To the extent that any Obligor has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
from service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its Property,
such Obligor hereby irrevocably waives such immunity in respect of its
obligations under this Agreement, the Notes, the Letters of Credit and the
other Facility Documents.

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Section 13.09. Table of Contents; Headings. Any table of contents and
the headings and captions hereunder are for convenience only and shall not
affect the interpretation or construction of this Agreement.

Section 13.10. Severability. The provisions of this Agreement are
intended to be severable. If for any reason any provision of this Agreement
shall be held invalid or unenforceable in whole or in part in any
jurisdiction, such provision shall, as to such jurisdiction, be ineffective to
the extent of such invalidity or unenforceability without in any manner
affecting the validity or enforceability thereof in any other jurisdiction or
the remaining provisions hereof in any jurisdiction. Without limiting the
foregoing, to the extent that mandatory and non-waivable provisions of
applicable law (including but not limited to any applicable business
corporation and partnership laws) otherwise would render the full amount of
any Subsidiary Guarantor's obligations under this Agreement and under the
other Facility Documents invalid or unenforceable, the respective obligations
of such Subsidiary Guarantor under this Agreement and under the other Facility
Documents shall be limited to the maximum amount which does not result in such
invalidity or unenforceability.

Section 13.11. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument, and any party hereto may execute this Agreement by
signing any such counterpart.

Section 13.12. Integration. The Facility Documents set forth the entire
agreement among the parties hereto relating to the transactions contemplated
thereby and supersede any prior oral or written statements or agreements with
respect to such transactions.

SECTION 13.13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN
ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF
NO SUCH LAWS OR RULES ARE DESIGNATED, THE UCP AND AS TO MATTERS NOT GOVERNED
BY THE UCP, THE LAWS OF THE STATE OF NEW YORK.

Section 13.14. Confidentiality. Each Lender and the Administrative
Agent agrees (on behalf of itself and each of its affiliates, directors,
officers, employees and representatives) to use reasonable precautions to keep
confidential, in accordance with safe and sound banking practices, any
non-public information supplied to it by the Borrower pursuant to this
Agreement which is identified by the Borrower as being confidential at the
time the same is delivered to such Lender or the Administrative

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Agent, provided that nothing herein shall limit the disclosure of any such
information (i) to the extent required by applicable statute, rule, regulation
or judicial process, (ii) to counsel for any of the Lenders or the
Administrative Agent, (iii) to bank examiners, auditors or accountants, (iv)
in connection with any litigation to which any one or more of the Lenders is a
party or (v) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant (or prospective assignee
or participant) agrees in writing to use reasonable precautions to keep such
information confidential; and provided finally that in no event shall any
Lender or the Administrative Agent be obligated or required to return any
materials furnished by the Borrower. The obligations of the Lenders and the
Administrative Agent under this Section 13.14 shall survive the repayment of
the Obligations and the termination of the Commitments and the Letters of
Credit.

Section 13.15. Treatment of Certain Information. Each of the Obligors
(a) acknowledges that services may be offered or provided to it (in connection
with this Agreement or otherwise) by each Lender or by one or more of their
respective subsidiaries or affiliates and (b) acknowledges that information
delivered to each Lender by any LCC Consolidated Entity, the Parent or any
affiliate may be provided to each such subsidiary and affiliate.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

BORROWER:

LCC, L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY

By
----------------------------------------
Name:
Title:

Address for Notices:

Arlington Courthouse Plaza II
2300 Clarendon Boulevard
Suite 800
Arlington, Virginia 22201
Attention: Chief Financial Officer
Telecopier No.: (703) 527-9433

with a copy to:

Arlington Courthouse Plaza II
2300 Clarendon Boulevard
Suite 800
Arlington, Virginia 22201
Attention: General Counsel
Telecopier No.: (703) 527-9433

<PAGE> 101
SUBSIDIARY GUARANTORS:

LCC DESIGN SERVICES, L.L.C., A DELAWARE
LIMITED LIABILITY COMPANY

By
----------------------------------------
Name:
Title:

LCC DEVELOPMENT COMPANY, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY

By
----------------------------------------
Name:
Title:

Address for Notices:

c/o LCC, L.L.C.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard
Suite 800
Arlington, Virginia 22201
Attention: Chief Financial Officer
Telecopier No.: (703) 527-9433

with a copy to:

c/o LCC, L.L.C.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard
Suite 800
Arlington, Virginia 22201
Attention: General Counsel
Telecopier No.: (703) 527-9433

<PAGE> 102

ADMINISTRATIVE AGENT:
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)

By
----------------------------------------
Name:
Title:

Address for Notices:
4 Chase Metrotech Center
13th Floor
Brooklyn, NY 11245
Attention: New York Agency

with a copy to:
999 Broad Street
Bridgeport, Connecticut 06604
Attention: Alan Aria

<PAGE> 103
LENDERS:
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)

By
----------------------------------------
Name:
Title:

Lending Office and Address for
Notices:
999 Broad Street
Bridgeport, Connecticut 06604
Attention: Alan Aria
Telecopier No.: (203) 382-6573

<PAGE> 104
SCHEDULE I

Commitments

Revolving Credit Commitments

The Chase Manhattan Bank (National Association) $12,500,000

Term Loan Commitments

The Chase Manhattan Bank (National Association) $ 7,500,000

<PAGE> 1
EXHIBIT 10.27

SECURITY AGREEMENT

Dated as of June 14, 1996

LCC, L.L.C.

LCC DESIGN SERVICES, L.L.C.

and

LCC DEVELOPMENT COMPANY, L.L.C.

in favor of

THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)

as Administrative Agent

<PAGE> 2
SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of June 14, 1996 (as amended, supplemented or
otherwise modified from time to time, this "Agreement"), made by LCC, L.L.C., a
limited liability company organized under the laws of Delaware (the
"Borrower"), LCC DESIGN SERVICES, L.L.C., a limited liability company organized
under the laws of Delaware, and LCC DEVELOPMENT COMPANY, L.L.C., a limited
liability company organized under the laws of Delaware (each of the foregoing
entities, together with each of the Subsidiaries of the Borrower which shall
become a party hereto as a "Subsidiary Guarantor" from time to time in
accordance with Section 7.09 of the Credit Agreement, is referred to herein
collectively as the "Subsidiary Guarantors" and, together with the Borrower,
the "Obligors"), in favor of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a
national banking association, as administrative agent (in such capacity,
together with its successors in such capacity, the "Administrative Agent") for
the benefit of each of the lenders (the "Lenders") a party to the Credit
Agreement dated as of June 14, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") among the Borrower, the
Subsidiary Guarantors, the Administrative Agent and the Lenders.

W I T N E S S E T H :

WHEREAS, pursuant to the terms of the Credit Agreement and the other
Facility Documents, the Lenders have agreed to extend credit to the Obligors
upon the terms and subject to the conditions set forth therein to be evidenced
by the Notes issued by the Borrower thereunder and the Letters of Credit issued
thereunder and to be guarantied by the Subsidiary Guarantors thereunder and by
Telcom Ventures, L.L.C., a limited liability company organized under the laws
of the State of Delaware (the "Parent") under the Parent Guaranty; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their extensions of credit to the Obligors under the Credit Agreement that
the Obligors shall have executed and delivered this Agreement to the
Administrative Agent to secure the obligations of the Obligors under the Notes,
the Letters of Credit, the Credit Agreement and the other Facility Documents.

NOW, THEREFORE, in consideration of the premises and to induce the Lenders
to enter into the Credit Agreement and to induce the Lenders to make their
respective Loans and to purchase Participating Interests in Letters of Credit
issued under the Credit Agreement, each of the Obligors hereby agrees with the
Administrative Agent, as follows:

<PAGE> 3
ARTICLE 1. DEFINITIONS.

Unless otherwise defined herein, terms which are defined in the Credit
Agreement and used herein are so used as so defined; and the following terms
have the following meanings:

"Assigned Agreements" means each and every one of the leases, contracts,
permits, licenses, franchises and other agreements to which any Obligor is a
party or pursuant to which any Obligor has been granted rights, including,
without limitation, all revenue-producing contracts and all Material Contracts
(including, without limitation, those listed on Schedule 6.11 to the Credit
Agreement), all Nextwave Investment Documents, all DCR Investment Documents,
all service agreements, all software license agreements, all leases and all
policies of property, casualty and liability insurance pursuant to which any
Obligor is a beneficiary, but excluding any leases, contracts, permits,
licenses, franchises and other agreements the assignment or hypothecation of
which, for collateral purposes, would result in a default or require, or cause,
a forfeiture, or permit a revocation of material rights under such agreement so
long as any such prohibition is not ineffective under Section 9-318 of the
Code.

"Code" means the Uniform Commercial Code as in effect in the State of New
York.

"Collateral" means all of the following, whether now owned or hereafter
acquired:

(a) all of the Receivables;

(b) all of the Equipment;

(c) all of the General Intangibles and all of the right,
title and interest of each Obligor in and to, and all benefits of such Obligor
pursuant to, the Assigned Agreements;

(d) all of the Inventory and all of the Spare Parts;

(e) all of the Unbilled Contracts;

(f) (i) all of each Obligor's right, title and interest in
and to the goods and other Property, including but not limited to all
merchandise returned or rejected by Customers, represented by or securing any
of the Receivables; (ii) all of each Obligor's rights as a consignor, a
consignee, an unpaid vendor, mechanic, artisan, or

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<PAGE> 4
other lienor, including stoppage in transit, setoff, detinue, replevin and
reclamation; (iii) all additional amounts due to each Obligor from any Customer
relating to the Receivables, irrespective of whether such additional amounts
have been specifically assigned to the Administrative Agent; (iv) all of each
Obligor's right, title and interest in other Property, including warranty
claims, relating to any goods whatsoever securing this Agreement; (v) if and
when obtained by any Obligor, all personal Property of third parties in which
such Obligor has been granted a lien or security interest as security for the
payment or enforcement of Receivables; and (vi) any other goods or personal
Property now owned or hereafter acquired in which any Obligor has expressly
granted a security interest or may in the future grant a security interest to
the Administrative Agent for the ratable benefit of the Lenders, or in any
amendment or supplement hereto, or under any other agreement between any of the
Lenders or the Administrative Agent and any Obligor;

(g) all cash held as cash collateral to the extent not
otherwise constituting Collateral, or other cash or Property at any time on
deposit with or held by the Administrative Agent or any Lender for the account
of any Obligor (whether for safekeeping, custody, pledge, transmission or
otherwise), all present and future deposit accounts (whether time or demand or
interest or non-interest bearing) of any Obligor with the Administrative Agent
or any Lender or any other Person including those to which any such cash may at
any time or from time to time be credited, all investments and reinvestments
(however evidenced) of amounts from time to time credited to such accounts, and
all interest, dividends, distributions and other proceeds payable on or with
respect to (A) such investments and reinvestments and (B) such accounts;

(h) all proceeds and products of the Collateral referred to
in the foregoing clauses (a), (b), (c), (d), (e), (f), (g), and in this clause
(h), in whatever form, including, but not limited to: cash, deposit accounts
(whether or not comprised solely of proceeds), certificates of deposit,
insurance proceeds (including, without limitation, hazard, flood and credit
insurance), negotiable instruments and other instruments for the payment of
money, chattel paper, security agreements or documents; and

(j) all of each Obligor's ledger sheets, files, records,
books of account, business papers, computers, computer software and programs,
and documents relating to the Collateral referred to in the foregoing clauses
(a), (b), (c), (d), (e), (f), (g), (h) or (i).

"Customer" means the account debtor with respect to any of the Receivables
or the prospective purchaser of goods, services or both with respect to any
contract or contract right, or any Person who enters into or proposes to enter
into any

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contract or other arrangement with any Obligor, pursuant to which such Obligor
is to deliver any personal Property or perform any services.

"Equipment" means all of each Obligor's "equipment" (as such term is
defined in the Code) now owned or hereafter acquired and wherever located,
including, without limitation, all machinery, furniture, furnishings, fixtures,
parts, accessories and all replacements and substitutions therefor or
accessions thereto.

"General Intangibles" means all of each Obligor causes in action, causes
of action and all other "general intangibles" (as such term is defined in the
Code) now owned or hereafter acquired, including, without limitation, goodwill,
customer lists, copyrights, trademarks, tradenames, tradestyles, equipment
formulations, manufacturing procedures, quality control procedures, product
specifications, patents, copyrights, licenses, franchises and tax refunds.

"Inventory" means all of each Obligor's "inventory" (as such term is
defined in the Code) now owned or hereafter acquired, including, without
limitation, all goods, merchandise and other personal Property, whether
tangible or intangible, wherever located, furnished under any contract of
service or held for sale or lease, all raw materials, work in process, finished
goods and materials and supplies of any kind, nature or description which are
or might be used or consumed in such Obligor's business or used in selling or
finishing of such goods, merchandise and other personal Property, and all
documents of title or other documents representing them.

"Permitted Liens" means and includes any Lien or Liens which any Obligor
is permitted, by the terms of the Credit Agreement, to create, incur, assume or
suffer to exist.

"Property" means any interest in any kind of property or asset, whether
real, personal or mixed, and whether tangible or intangible.

"Receivables" means all of each Obligor's accounts, contract rights,
instruments, documents, chattel paper, general intangibles relating to
accounts, drafts and acceptances, and all other forms of obligations owing to
such Obligor arising out of or in connection with the sale or lease of
Inventory or for services rendered, all guarantees and other security therefor,
whether secured or unsecured, now existing or hereafter created, and whether or
not specifically sold or assigned to the Administrative Agent hereunder or
under any other Facility Document.

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claim for post-filing or post-petition interest is allowed in such proceeding),
the Notes and all other obligations and liabilities of any Obligor to the
Administrative Agent or any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, the Credit Agreement, any Note,
any Letter of Credit, any Interest Rate Protection Agreement, any Currency
Protection Agreement, any other Facility Document and any other document made,
delivered or given in connection therewith or herewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees and disbursements of counsel
to the Administrative Agent or any Lender) or otherwise.

"Security" has the same meaning as in Section 2(1) of the Securities Act
of 1933, as amended.

"Spare Parts" means and includes all parts and accessories, and
replacements and substitutions therefor, owned or held by any Obligor for
repair of machinery sold by any Obligor.

"Unbilled Contracts" means the earned but unbilled revenue accrued against
the performance of contracts that are to be billed to Customers in accordance
with milestone payment terms.

ARTICLE 2. COLLATERAL

Section 2.01. Grant of Security Interest. As security for the payment by
the Obligors of the Secured Obligations and the performance by each of the
Obligors of its other obligations and undertakings under this Agreement and
under the other Facility Documents, each of the Obligors does hereby grant,
bargain, convey, assign, transfer, mortgage, hypothecate, pledge, confirm and
grant a continuing security interest to the Administrative Agent in and to all
right, title and interest of such Obligor (but none of its obligations) in the
Collateral.

Section 2.02. Collateral Assignment of Contract Rights. (a) Each Obligor
hereby assigns and transfers to the Administrative Agent, in trust,
nevertheless, for the benefit of the Lenders, as collateral security for the
Secured Obligations, all right, title and interest of such Obligor in and to,
and all benefits accruing to such Obligor pursuant to, each of the Assigned
Agreements; provided, however, that, unless an Event of Default shall be
continuing and the Administrative Agent shall have given such Obligor written
notice of its intention to enforce its rights, on behalf of the Lenders, under
this Section 2.02, such Obligor shall have the right to exercise any of its
rights under the Assigned Agreements (including, without limitation, the right
to enter into possession of and use any and all Property leased or licensed to
such

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<PAGE> 7
Obligor, as lessee or licensee, the right to use any or all of the facilities
made available to such Obligor and the right to make all waivers and
agreements, to give all notices, consents and releases, to take all action upon
the happening of any default giving rise to a right in favor of such Obligor,
under any of the Assigned Agreements, and to do any and all other things
whatsoever which such Obligor is or may become entitled to do under any of the
Assigned Agreements); and provided, further, that during the continuance of any
Event of Default, upon written notice to such Obligor, the Administrative Agent
shall have the right to exercise any and all rights under the Assigned
Agreements (including, without limitation, all rights set forth in the
parenthetical in the immediately preceding proviso). Each Obligor shall make a
reasonable and good faith effort to ensure that no prohibitions or restrictions
on transferability are contained in any Assigned Agreement entered into after
the Closing Date.

(b) This Agreement is executed as security for the Secured
Obligations, and, therefore, the execution and delivery of this Agreement shall
not subject the Administrative Agent to, or transfer or pass to the
Administrative Agent, or in any way affect or modify, the liability of any
Obligor under any or all of the Assigned Agreements, it being understood and
agreed that notwithstanding this Agreement or any subsequent assignment, all of
the obligations of such Obligor to each and every other party under each and
every one of the Assigned Agreements shall be and remain enforceable by such
other party, its successors and assigns, against, but only against, such
Obligor or Persons other than the Administrative Agent, the Lenders and their
respective successors and assigns.

(i) such Obligor will faithfully abide by, perform
and discharge each and every obligation, covenant, condition, duty and
agreement pursuant to each or any of the Assigned Agreements which is necessary
to the conduct of its business or the non-performance of which could reasonably
be expected to have a Material Adverse Effect;

(ii) such Obligor shall not amend, modify, otherwise
change or terminate any Assigned Agreement if such amendment, modification,
other change or termination could reasonably be expected to have a Material
Adverse Effect;

(iii) at such Obligor's sole cost and expense, such
Obligor will appear in and defend any action or proceeding arising under,
growing out of or in any manner connected with the obligations, covenants,
conditions, duties, agreements or liabilities of such Obligor under any of the
Assigned Agreements which are necessary

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<PAGE> 8
to the conduct of its business or the non-performance of which could reasonably
be expected to have a Material Adverse Effect; and

(iv) should such Obligor fail to make any payment, do
any act or refrain from any act which this Agreement requires such Obligor to
make, do or refrain from, then the Administrative Agent may, upon reasonable
notice to such Obligor (unless, in the reasonable judgment of the
Administrative Agent, the security provided hereby, including the Collateral,
may be harmed or impaired as a result of such Obligor's failure to pay, act or
refrain from acting, in which case the Administrative Agent need not so notify
such Obligor), but the Administrative Agent shall have no obligation to (and
shall not thereby release such Obligor from any obligation hereunder), make, do
or prevent the same in such manner and to such extent as the Administrative
Agent may deem necessary or advisable to protect the security provided hereby,
which rights of the Administrative Agent shall specifically include, without
limiting the Administrative Agent's general powers herein granted, the right to
appear in and defend any action or proceeding purporting to affect the security
hereof and the rights or powers of the Administrative Agent hereunder (or any
of them), and also the right to perform and discharge each and every one, or
any one or more, of the obligations, covenants, conditions, duties and
agreements of any Obligor contained in any one or more of the Assigned
Agreements; in exercising any such powers, the Administrative Agent may pay
necessary or advisable costs and expenses, employ counsel and incur and pay
reasonable attorneys' fees, and the Obligors will reimburse the Administrative
Agent for such costs, expenses and fees.

Section 2.03. Sharing of Collateral. The Collateral shall be held
subject to the conditions and agreements in this Agreement and in the other
Facility Documents set forth for the common and equal use, benefit and security
of all and singular Person or Persons who shall from time to time be Lenders
and, except to the extent specifically set forth in the Credit Agreement,
without preference of any of the Secured Obligations over any of the others by
reason of priority in time of issue, sale or negotiation thereof or otherwise
howsoever.

ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS
CONCERNING SECURITY

Section 3.01. Representations and Warranties. Each Obligor hereby
represents and warrants:

(a) The Collateral in which such Obligor holds an interest is
owned solely by such Obligor and no other Person has any right, title,
interest, claim or Lien thereon, or thereto, other than Permitted Liens.

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(b) Except for Permitted Liens entitled to priority by law,
the Liens granted pursuant to this Agreement constitute perfected first
priority Liens on the Collateral in favor of the Administrative Agent, for the
ratable benefit of the Lenders, which are prior to all other Liens on the
Collateral created by such Obligor and in existence on the date hereof and
which are enforceable as such against all creditors of and purchasers from such
Obligor and its predecessors in interest.

(c) No amount payable to such Obligor under or in connection
with any Receivable is evidenced by any instrument or chattel paper which has
not been delivered to the Administrative Agent. No amount payable to such
Obligor under or in connection with any Assigned Agreement is evidenced by any
instrument which has not been delivered to the Administrative Agent.

Section 3.02. Sale of Collateral; Liens. Except as specifically
permitted by the Credit Agreement, each Obligor

(a) will not sell, assign or otherwise transfer any of the
Collateral,

(b) will keep all Collateral in existence on the date, and
all Collateral acquired after the date, of execution of this Agreement, free
from all Liens other than Permitted Liens, and

(c) will pay and discharge, when due, all taxes, levies and
other charges upon any Collateral, and shall defend all Collateral against all
claims of any Person (other than, with respect to any Permitted Lien, the
holder thereof) other than the Administrative Agent; provided, however, that no
delinquency with respect to the payment of any tax, assessment or governmental
charge shall represent a violation of this Section 3.02(c) so long as (a) the
obligation of any Obligor to pay such tax, assessment or other governmental
charge is being contested in good faith by appropriate proceedings and (b)
adequate reserves in the good faith and reasonable judgment of such Obligor
have been established with respect thereto.

The Administrative Agent will not be required to take any steps to perfect its
security interest in the Collateral or to collect or realize upon the
Collateral or any distribution of interest or principal, nor shall loss of or
damage to the Collateral release any Obligor from any obligation contained in
this Agreement. Nothing in this Section 3.02 shall abrogate any duty of the
Administrative Agent owed to the Lenders as set forth in the Credit Agreement.

Section 3.03. Collection of Receivables. Each Obligor may collect its
Receivables, but only in the ordinary course of its business and only until
such time as the Administrative Agent shall exercise its right under Section
4.02(b) to notify

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<PAGE> 10
Customers or other third parties to pay amounts owing under such Receivables
directly to the Administrative Agent. From and after the occurrence of an
Event of Default and during the continuance thereof, each Obligor agrees to
take such action with respect to the collection of its Receivables and the
proceeds thereof as the Administrative Agent may direct. Each Obligor further
agrees that unless directed to the contrary by the Administrative Agent, or
until the Administrative Agent gives notice to Customers or other third parties
as provided above, such Obligor will take such actions with respect to such
collection as are customarily taken by Persons engaged in businesses similar to
that of such Obligor.

Section 3.04. Offices, Location of Collateral, etc. (a) The office where
each Obligor keeps its records concerning the Collateral and each Obligor's
principal place of business and chief executive office are located at are set
forth in PART 1 OF SCHEDULE A hereto; all of each Obligor's other places of
business are located at the addresses set forth in PART 2 OF SCHEDULE A hereto
and the Collateral is currently located only at the locations referred to in
this Section 3.04, except that certain item(s) of Equipment are located at the
places specified for such items in PART 3 OF SCHEDULE A hereto, except that
certain items of Inventory or Equipment may be used in other locations for
demonstration purposes or by agents or employees of each Obligor on field
assignments.

(b) Without the prior written consent of the Administrative
Agent, no Obligor will change the location of its chief executive office;
provided, however, that any Obligor may, upon not less than thirty (30) days'
prior written notice to the Administrative Agent, relocate its chief executive
office to any location in any jurisdiction in the United States in which the
Uniform Commercial Code, as from time to time amended or revised, is then in
effect (each such jurisdiction being hereinafter called a "Permitted
Jurisdiction").

(c) Each Obligor may relocate any item(s) of Inventory or
Equipment within any Permitted Jurisdiction; provided, however, that (i) such
restriction shall not apply to item(s) of Inventory or Equipment being employed
for demonstration purposes or on field assignments, and (ii) with respect to
Inventory or Equipment not subject to clause (i) above, such Obligor provides
notice of such relocation to the Administrative Agent on or before the end of
the Fiscal Quarter during which such relocation took place.

Each Obligor will with respect to each and every relocation of such Obligor's
chief executive offices or any item(s) of the Collateral, take such action, at
the Administrative Agent's request and direction and at such Obligor's expense
as provided in Section 3.09 (and including, without limitation, the preparation
and filing where appropriate of new or amended financing statements), as may
then be

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necessary or desirable to ensure the uninterrupted continuation of the
Administrative Agent's security interest in all of the Collateral with the same
priority as it had prior to any such relocation.

Section 3.05. Financing Statements. Each Obligor hereby agrees to
execute such financing statements as the Administrative Agent may request, and
to take such other action (including, without limitation, the execution and
filing, at its own expense, of all continuation statements) as may be
reasonably required to perfect and to keep perfected the Administrative Agent's
security interest in, and Lien upon, the Collateral, and, unless prohibited by
law, each Obligor hereby authorizes the Administrative Agent to execute and
file any such financing statements and continuation statements on behalf of
such Obligor.

Section 3.06. Insurance for Collateral. Each Obligor agrees to maintain
and pay for policies of insurance as required by the Credit Agreement, and to
deliver to the Administrative Agent one or more certificates evidencing such
policies naming the Administrative Agent as loss payee and, if requested by the
Administrative Agent, the certified copies of such policies. Each policy of
insurance or endorsement shall contain a clause requiring the insurer to give
not less than thirty (30) days' notice to the Administrative Agent in the event
of cancellation of the policy for any reason whatsoever and a clause that the
interest of the Administrative Agent shall not be impaired or invalidated by
any act or neglect of such Obligor nor by the occupation of the premises where
the Collateral is located for purposes more hazardous than are permitted by
such policy. If such Obligor fails to provide and pay for such insurance, the
Administrative Agent may, at such Obligor's expense, procure the same, but
shall not be required to do so. Each Obligor agrees to deliver to the
Administrative Agent, promptly as rendered, two copies of all reports made to
any insurance company by it that relate to the Collateral.

Section 3.07. Certain Information, etc. Each Obligor will deliver to the
Administrative Agent at such times and in such form as shall be designated by
the Administrative Agent, assignments, schedules and reports relating to the
Collateral, and will furnish such other information relevant to the Collateral
as the Administrative Agent shall from time to time reasonably request,
including, without limitation, the original delivery or other receipts for
Inventory sold and duplicate invoices relating to the Receivables. Each
Obligor, upon the request of the Administrative Agent, will immediately deliver
to the Administrative Agent any and all bills of sale for, certificates of
title to or other comparable evidence of ownership of, each item of the
Equipment. Each Obligor will mark its books and records to reflect the
security interest of the Administrative Agent in Receivables and General
Intangibles.

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Section 3.08. Protection of Collateral; Reimbursement. All expenses of
protecting, storing, warehousing, insuring, handling, maintaining and shipping
the Collateral, and all excise, property, sales and use taxes imposed by any
state, federal or local authority on any of the Collateral or in respect of the
sale thereof shall be borne and paid by the Obligors; and if any Obligor fails
so to pay any portion thereof when due, the Administrative Agent may, at its
option, but shall not be required to, pay the same and charge such Obligor
therefor, and the Obligors agree to reimburse promptly the Administrative Agent
therefor upon its demand with interest at a rate equal to the Default Rate.
The Obligors shall pay all sums so paid or incurred by the Administrative Agent
for any of the foregoing, any and all sums for which any Obligor may become
liable under this Agreement or under any other Facility Document and all costs
and expenses (including attorneys' fees, legal expenses and court costs) that
the Administrative Agent may incur in evaluating, asserting, enforcing,
defending or protecting its Lien on, or rights and interest in, the Collateral,
or any of its rights or remedies under this Agreement or any other Facility
Document, and, until paid by the Obligors with interest at the Default Rate
such sums shall be considered as additional obligations owing by the Obligors
under this Agreement and, as such, shall be secured by all of the Collateral
and the proceeds from the sale thereof and by any and all other collateral,
security, assets, reserves or funds of any Obligor in or coming into the hands
of or inuring to the benefit of the Administrative Agent. Subject to the
provisions of the Credit Agreement and except to the extent specifically
limited by applicable law, the Administrative Agent shall not be liable or
responsible in any way for the safekeeping of the Collateral or for any loss or
damage thereto or for any diminution in the value thereof, or any act or
default of any warehouseman, carrier, forwarding agency or other Person, but
the same shall be at the sole risk of the Obligors.

Section 3.09. Further Assurances. So long as any of the Secured
Obligations or any Commitment shall be outstanding, each Obligor, at its
expense, will timely execute, acknowledge, deliver, file and record, or will
cause to be executed, acknowledged, delivered, filed or recorded, all such
further instruments, deeds, conveyances, mortgages, transfers, financing
statements, continuation statements and assurances as may be necessary or
appropriate (and, in any event, as may be reasonably requested by the
Administrative Agent) to subject to the Lien of this Agreement, and to
preserve, continue and protect the Lien of this Agreement on, the Collateral,
including, without limitation, any Collateral acquired after the date of this
Agreement, or as the Administrative Agent may reasonably require for the better
granting, bargaining, selling, demising, releasing, confirming, conveying,
warranting, assigning, transferring, mortgaging, pledging, delivering and
setting over to the Administrative Agent, and for perfecting the Administrative
Agent's rights in, every part of the Collateral, or as may be required in order
to transfer to, or perfect the rights of any new agent or agents in, the
Collateral.

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ARTICLE 4. DEFAULTS -- REMEDIES

Section 4.01. Nature of Events. An "Event of Default" shall exist if any
Event of Default under, and as defined in, the Credit Agreement occurs and is
continuing.

Section 4.02. Default Remedies. (a) If an Event of Default exists, the
Administrative Agent may exercise all of the rights and remedies conferred in
this Agreement and in each of the other Facility Documents, it being expressly
understood that no such remedy is intended to be exclusive of any other remedy
or remedies; but each and every remedy shall be cumulative and shall be in
addition to every other remedy given in this Agreement or now or hereafter
existing at law or in equity or by statute, and may be exercised from time to
time as often as may be deemed expedient by the Administrative Agent.

(b) If an Event of Default exists, the Administrative Agent
shall have the right, at any time and from time to time, (i) to notify all
Customers and other third parties holding or otherwise concerned with the
Collateral that Receivables have been assigned to the Administrative Agent and
that the Administrative Agent has a security interest therein; (ii) to direct
all such Persons to make payments to the Administrative Agent of all or any
part of the sums owing to any Obligor by such Persons; (iii) to enforce
collection of any of the Receivables by suit or otherwise; (iv) to surrender,
release or exchange all or any part of such Receivables; or (v) to compromise,
settle, extend or renew for any period (whether or not longer than the original
period) any indebtedness thereunder or evidenced thereby.

(c) If an Event of Default exists, the Administrative Agent
shall have the right, at any time or from time to time, to take immediate
possession of any or all Collateral that is tangible personal Property, and may
require any Obligor to assemble such Collateral, at the expense of such
Obligor, and to make it available to the Administrative Agent at a place to be
designated by the Administrative Agent that is reasonably convenient to both
parties, and may enter any of the premises of any Obligor (or wherever such
Collateral shall be located) with or without force or process of law, and keep
and store the same on such premises until sold (and if such premises be the
Property of such Obligor, such Obligor agrees not to charge the Administrative
Agent for storage thereof for a period of at least ninety (90) days after sale
or disposition of such Collateral).

(d) Each Obligor and the Administrative Agent agree that ten
(10) days' notice to such Obligor of any public or private sale or other
disposition of Collateral shall be reasonable notice thereof, and such sale
shall be at such reasonable locations as the Administrative Agent shall
designate in such notice. Any

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other requirement of notice, demand or advertisement for sale is, to the extent
permitted by law, waived by the Obligors. Sales for cash, or on credit to a
wholesaler, retailer or user of the Collateral, at any public or private sale
are all hereby deemed (without limitation) to be commercially reasonable (as
defined in the Code). The Administrative Agent shall have the right to bid at
any such sale on behalf of any one or more Lenders (who shall also have the
right to bid individually). Proceeds arising from any such sale shall be
applied in the manner set forth in the Credit Agreement.

(e) If an Event of Default exists, the Administrative Agent
may also, with or without proceeding with sale or foreclosure or demanding
payment of the Secured Obligations, without notice, appropriate and apply to
the payment of the Secured Obligations and the other obligations secured under
this Agreement any and all Collateral in its possession and any and all
balances, credits, deposit accounts, reserves or other moneys due or owing to
any Obligor held by the Administrative Agent under this Agreement or otherwise.

(f) Anything in this Agreement contained to the contrary
notwithstanding, and in view of the fact that federal and state securities laws
may impose certain restrictions on the method by which a sale of the Collateral
that consists of Securities may be effected after an Event of Default, each
Obligor agrees that upon the occurrence or existence of an Event of Default,
the Administrative Agent may, from time to time, attempt to sell all or any
part of such Collateral by means of a private placement restricting the bidders
and prospective purchasers to those who will represent or agree as to their
investment intent or method of resale or both in a manner reasonably required
by the Administrative Agent to assure compliance with applicable securities
laws. In so doing, the Administrative Agent may solicit offers to buy such
Collateral, or any part of it, for cash, from a limited number of investors
deemed by the Administrative Agent, in its exclusive judgment, to be
responsible parties who might be interested in purchasing such Collateral, and
if the Administrative Agent solicits such offers from not less than three (3)
such investors, then the acceptance by the Administrative Agent of the highest
offer obtained therefrom shall be deemed to be a commercially reasonable method
of disposition (as defined in the Code) of such Collateral unless applicable
law provides otherwise.

(g) All covenants, conditions, provisions, warranties,
guaranties, indemnities and other undertakings of each Obligor contained in
this Agreement or any other Facility Document, or in any document referred to
in this Agreement or any other Facility Document or contained in any agreement
supplementary to this Agreement or any other Facility Document, shall be deemed
cumulative to and not in

13
<PAGE> 15
derogation or substitution of any of the terms, covenants, conditions or
agreements of such Obligor contained in this Agreement or any other Facility
Document.

(h) The Obligors will pay to the Administrative Agent all
reasonable expenses (including court costs and reasonable attorneys' fees and
expenses) of, or incident to, the enforcement of any of the provisions of this
Agreement and all other charges due against the Collateral, including, without
limitation, taxes, assessments, security interests, Liens or encumbrances upon
the Collateral and any expenses, including transfer or other taxes, arising in
connection with any sale, transfer or other disposition of Collateral.

Section 4.03. Other Enforcement Rights. The Administrative Agent may
proceed to protect and enforce this Agreement by suit or suits or proceedings
in equity, at law or in bankruptcy, and whether for the specific performance of
any covenant or agreement in this Agreement contained or in execution or aid of
any power in this Agreement granted, or for foreclosure under this Agreement,
or for the appointment of a receiver or receivers for the Collateral or any
part thereof, for the recovery of judgment for the obligations secured by this
Agreement or for the enforcement of any other proper, legal or equitable remedy
available under applicable law.

Section 4.04. Effect of Sale, etc. (a) Any sale or sales pursuant to the
provisions of this Agreement, whether under any right or power granted hereby
or thereby or pursuant to any legal proceedings, shall operate to divest each
Obligor of all right, title, interest, claim and demand whatsoever, either at
law or in equity, of, in and to the Collateral, or any part thereof, so sold,
and any Property so sold shall be free and clear of any and all rights of
redemption by, through or under such Obligor. At any such sale any Lender may
bid for and purchase the Property sold and may make payment therefor as set
forth in clause (b) of this Section 4.04, and any such Lender so purchasing any
such Property, upon compliance with the terms of sale, may hold, retain and
dispose of such Property without further accountability.

(b) The receipt by the Administrative Agent, or by any Person
authorized under any judicial proceedings to make any such sale, of the
proceeds of any such sale shall be a sufficient discharge to any purchaser of
the Collateral, or of any part thereof, sold as aforesaid; and no such
purchaser shall be bound to see to the application of such proceeds, or be
bound to inquire as to the authorization, necessity or propriety of any such
sale. In the event that, at any such sale, any Lender is the successful
purchaser, it shall be entitled, for the purpose of making settlement or
payment, to use and apply such Collateral to its Secured Obligations by
crediting thereon the amount apportionable and applicable thereto out of the
net proceeds of such sale.

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<PAGE> 16
Section 4.05. Delay or Omission; No Waiver. No course of dealing on the
part of the Administrative Agent or any Lender nor any delay or failure on the
part of the Administrative Agent or any Lender to exercise any right shall
impair such right or operate as a waiver of such right or otherwise prejudice
the Administrative Agent's or such Lender's rights, powers and remedies. No
waiver by the Administrative Agent or any Lender of any Default or Event of
Default, whether such waiver be full or partial, shall extend to or be taken to
affect any subsequent Default or Event of Default, or to impair the rights
resulting therefrom except as may be otherwise expressly provided in this
Agreement. Every right and remedy given by this Agreement, by any other
Facility Document or by law to the Administrative Agent may be exercised from
time to time as often as may be deemed expedient by the Administrative Agent.

Section 4.06. Restoration of Rights and Remedies. If the Administrative
Agent shall have instituted any proceeding to enforce any right or remedy under
this Agreement or under any other Facility Document and such proceeding shall
have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Administrative Agent, then and in every such case
the Administrative Agent, the Obligors and the Lenders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions under this Agreement and under the other Facility
Documents, and thereafter all rights and remedies of the Administrative Agent
shall continue as though no such proceeding had been instituted.

Section 4.07. Application of Proceeds. The proceeds of any exercise of
rights with respect to the Collateral, or any part thereof, and the proceeds
and the avails of any remedy under this Agreement shall be paid to and applied
in accordance with the provisions of the Credit Agreement. If there is a
deficiency, the Obligors shall, subject always to the other provisions of this
Agreement, remain liable therefor and shall forthwith pay the amount of any
such deficiency to the Administrative Agent.

Section 4.08. Cumulative Remedies. No remedy under this Agreement or
under any other Facility Document is intended to be exclusive of any other
remedy, but each and every remedy shall be cumulative and in addition to any
and every other remedy given under this Agreement or under any other Facility
Document or otherwise existing; nor shall the giving, taking or enforcement of
any other or additional security, collateral or guaranty for the payment or
performance of the Secured Obligations operate to prejudice, waive or affect
the security of this Agreement or any rights, powers or remedies under this
Agreement, nor shall the Administrative Agent or any Lender be required to look
first to, enforce or exhaust any such other or additional security, collateral
or guaranties.

15
<PAGE> 17
Section 4.09. Waivers by the Obligors. (a) Each Obligor hereby waives
notice of acceptance of this Agreement and of extensions of credit, loans,
advances or other financial assistance under the Facility Documents or under
any other agreement, note, document or instrument now or at any time or times
hereafter executed by such Obligor and delivered to the Administrative Agent or
any Lender. Each Obligor further waives presentment and demand for payment of
any of the Secured Obligations, protest and notice of dishonor or default with
respect to any of the Secured Obligations, and all other notices to which such
Obligor might otherwise be entitled, except as otherwise expressly provided in
this Agreement or in the other Facility Documents.

(b) Each Obligor (to the extent that it may lawfully do so)
covenants that it will not at any time insist upon or plead, or in any manner
claim or take the benefit or advance of, any stay (except in connection with a
pending appeal), valuation, appraisal, redemption or extension law now or at
any time hereafter in force that, but for this waiver, might be applicable to
any sale made under any judgment, order or decree based on this Agreement or
any other Facility Document; and each Obligor (to the extent that it may
lawfully do so) hereby expressly waives and relinquishes all benefit and
advance of any and all such laws and hereby covenants that it will not hinder,
delay or impede the execution of any power in this Agreement or therein granted
and delegated to the Administrative Agent, but that it will suffer and permit
the execution of every such power as though no such law or laws had been made
or enacted.

Section 4.10. Consent. Except as may be otherwise provided in Section
6.01 or in the other Facility Documents, each Obligor hereby consents that from
time to time, before or after the occurrence or existence of any Event of
Default, with or without notice to or assent from such Obligor, any security at
any time held by or available to the Administrative Agent for any of the
Secured Obligations, or any other security at any time held by or available to
the Administrative Agent for any obligation of any other Person secondarily or
otherwise liable for any of the Secured Obligations, may be exchanged,
surrendered, or released and any of the Secured Obligations may be changed,
altered, renewed, extended, continued, surrendered, compromised, waived or
released, in whole or in part, as the Administrative Agent or any holder
thereof may see fit, and each Obligor shall remain bound under this Agreement
notwithstanding any such exchange, surrender, release, change, alteration,
renewal, extension, continuance, compromise, waiver or release.

ARTICLE 5. DEFEASANCE

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<PAGE> 18
Section 5.01. Satisfaction and Discharge. If the Obligors shall pay and
discharge the entire indebtedness on all Secured Obligations outstanding by
well and truly paying or causing to be paid the principal of, and interest on,
all Secured Obligations outstanding, as and when the same become due and
payable; and if the Obligors shall also pay or cause to be paid all other sums
payable under this Agreement with respect to the Secured Obligations and all
sums payable under any one or more of the other Facility Documents, and fully
and faithfully discharges or causes to be discharged every other obligation
herein or in any other Facility Document contained or otherwise secured by any
of the Facility Documents; and if all Commitments shall have been terminated,
then and in that case all of the right, title and interest of the
Administrative Agent in the Collateral created hereby shall cease and
terminate, and thereupon the Administrative Agent, upon written request of any
Obligor, shall forthwith execute and deliver, without recourse, proper deeds,
assignments and other instruments acknowledging satisfaction or and discharging
all of the right, title and interest of the Administrative Agent in the
Collateral created hereby (subject to any disposition thereof that may have
been made by the Administrative Agent pursuant to any of the Facility
Documents).

17
<PAGE> 19
ARTICLE 6. MISCELLANEOUS

Section 6.01. Amendments and Waivers. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be amended or
modified only by an instrument in writing signed by the Obligors, the
Administrative Agent and the Required Lenders, or by the Obligors and the
Administrative Agent acting with the consent of the Required Lenders and any
provision of this Agreement may be waived by the Required Lenders or by the
Administrative Agent acting with the consent of the Required Lenders; provided
that no amendment, modification or waiver shall, unless by an instrument signed
by all of the Lenders or by the Administrative Agent acting with the consent of
all of the Lenders: (a) permit the creation of any Lien with respect to any of
the Collateral that is prior or equal to the Lien of the Administrative Agent;
(b) effect the deprivation of any Lender of the benefit of any Lien upon all or
any part of the Collateral in excess of $500,000; (c) create any priority with
respect to any portion of the Secured Obligations over any other portion with
respect to the Lien upon all or any part of the Collateral; or (d) amend, waive
or modify the definition of Secured Obligations.

Section 6.02. Survival. The obligations of the Obligors under Section
3.08 or Section 4.02(h) shall survive the repayment of the Secured Obligations
and the termination of the Commitments.

Section 6.03. Successors and Assigns. This Agreement shall be binding
upon, and shall inure to the benefit of, the Obligors, the Lenders and their
respective successors and assigns.

Section 6.04. Notices. Unless the party to be notified otherwise
notifies the other party in writing as provided in this Section, and
except as otherwise provided in this Agreement, notices shall be given in
writing to the Administrative Agent, to the Lenders and to the Obligors by
ordinary mail, hand delivery, overnight courier or telecopier addressed to such
party at its address on the signature page of the Credit Agreement. Notices
shall be effective: (a) if given by mail, 72 hours after deposit in the mails
with first class postage prepaid, addressed as aforesaid; and (b) if given by
telecopier, when the telecopy is transmitted to the telecopier number as
aforesaid; provided that notices to the Administrative Agent shall be effective
upon receipt.

6.05. JURISDICTION; IMMUNITIES. (A) EACH OF THE OBLIGORS HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES
FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT, AND EACH OF THE OBLIGORS HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND

18
<PAGE> 20
DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE OBLIGORS
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION
OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH OBLIGOR AT ITS
ADDRESS SPECIFIED IN SECTION 6.04. EACH OF THE OBLIGORS AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. EACH OF THE OBLIGORS FURTHER WAIVES ANY OBJECTION TO VENUE IN
SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE
BASIS OF FORUM NON CONVENIENS. EACH OF THE OBLIGORS FURTHER AGREES THAT ANY
ACTION OR PROCEEDING BROUGHT AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER
SHALL BE BROUGHT ONLY IN NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING
IN NEW YORK COUNTY. EACH OF THE OBLIGORS WAIVES ANY RIGHT IT MAY HAVE TO JURY
TRIAL.

(b) Nothing in this Section 6.05 shall affect the right of
the Administrative Agent or any Lender to serve legal process in any other
manner permitted by law or affect the right of the Administrative Agent or any
Lender to bring any action or proceeding against any Obligor or its property in
the courts of any other jurisdictions.

(c) To the extent that any Obligor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether from service or notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, such Obligor hereby irrevocably waives such immunity in respect of
its obligations under this Agreement.

Section 6.06. Headings. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction of
this Agreement.

Section 6.07. Severability. The provisions of this Agreement are
intended to be severable. If for any reason any provision of this Agreement
shall be held invalid or unenforceable in whole or in part in any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without in any manner affecting the
validity or enforceability thereof in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.

Section 6.08. Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same

19
<PAGE> 21
instrument, and any party hereto may execute this Agreement by signing any such
counterpart.

SECTION 6.09. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 6.10. Subject to the Credit Agreement. Any and all rights
granted to the Administrative Agent under this Agreement are to be held and
exercised by the Administrative Agent for the benefit of the Lenders, pursuant
to the provisions of the Credit Agreement. To the extent set forth in the
Facility Documents, each of the Lenders shall be a beneficiary of the terms of
this Agreement. Any and all obligations under this Agreement of the parties to
this Agreement, and the rights granted to the Administrative Agent under this
Agreement, are created and granted subject to the terms of the Credit
Agreement.

Section 6.11. Power of Attorney. Each Obligor hereby makes, constitutes
and appoints the Administrative Agent the true and lawful agent and attorney in
fact of such Obligor, with full power of substitution

(a) if an Event of Default exists, and to the fullest extent
permitted by applicable law, to receive, open and dispose of all mail addressed
to such Obligor relating to the Collateral and remove therefrom any notes,
checks, acceptances, drafts, money orders or other instruments included in the
Collateral, with full power to endorse the name of such Obligor upon any such
notes, checks, acceptances, drafts, money orders, instruments or other
documents relating to the Collateral and to effect the deposit and collection
thereof, and the further right and power to endorse the name of such Obligor on
any document relating to the Collateral;

(b) if an Event of Default exists, to sign the name of such
Obligor to drafts against its debtors, to notices to such debtors, to
assignments and notices of assignments, financing statements, continuation
statements or other public records or notices and all other instruments and
documents; and

(c) after a request by the Administrative Agent to take any
action to carry out the provisions of this Agreement, including, without
limitation, the grant of the security interest granted to the Administrative
Agent with respect to the Collateral and the Administrative Agent's rights
created under this Agreement, and the failure or refusal of such Obligor to
comply with such request within five (5) days, to do any and all things
necessary to take such action in the name and on behalf of such Obligor.

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<PAGE> 22
Each Obligor agrees, in the absence of willful wrongdoing or gross
negligence, that neither the Administrative Agent nor any of its agents,
designees or attorneys-in-fact will be liable for any acts of commission or
omission, or for any error of judgment or mistake of fact or law with respect
to the exercise of the power of attorney granted under this Section 6.11. The
power of attorney granted under this Section 6.11 is coupled with an interest
and shall be irrevocable so long as any Secured Obligation or Commitment
remains outstanding.

Section 6.12. Term of Agreement. This Agreement shall be and remain in
full force and effect so long as any Secured Obligation shall remain unpaid,
any Letter of Credit shall remain outstanding or any Lender shall have any
Commitment.

Section 6.13. Acknowledgement. Each of the Administrative Agent and the
Lenders acknowledges that, in connection with the exercise of the security
interest or any other rights created herein, it may be necessary to obtain
approvals of, consents from, or new agreements with, various third parties.

21
<PAGE> 23
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

OBLIGORS:

LCC, L.L.C.

By:
--------------------------------------
Name:
Title:

LCC DESIGN SERVICES, L.L.C.

By:
--------------------------------------
Name:
Title:

LCC DEVELOPMENT COMPANY, L.L.C.

By:
--------------------------------------
Name:
Title:

ADMINISTRATIVE AGENT:

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)

By:
--------------------------------------
Name:
Title:

<PAGE> 1

EXHIBIT 10.28

INTELLECTUAL PROPERTY SECURITY AGREEMENT

Dated as of June 14, 1996

LCC, L.L.C.

in favor of

THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)

as Administrative Agent
<PAGE> 2
INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of June 14, 1996 (as
amended, supplemented or otherwise modified from time to time, this
"Agreement"), made by LCC, L.L.C., a Delaware limited liability company (the
"Borrower"), in favor of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a
national banking association, as administrative agent (in such capacity,
together with its successors in such capacity, the "Administrative Agent") for
the benefit of each of the lenders (the "Lenders") a party to the Credit
Agreement dated as of June 14, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") among the Borrower, LCC
Design Services, L.L.C., a Delaware limited liability company, LCC Development
Company, L.L.C., a Delaware limited liability company (the "Subsidiary
Guarantors" and, together with the Borrower, the "Obligors"), the
Administrative Agent and the Lenders.

W I T N E S S E T H :

WHEREAS, pursuant to the terms of the Credit Agreement and the other
Facility Documents, the Lenders have agreed to extend credit to the Obligors
upon the terms and subject to the conditions set forth therein to be evidenced
by the Notes issued by the Borrower thereunder and the Letters of Credit
issued thereunder and to be guarantied by the Subsidiary Guarantors thereunder
and by Telcom Ventures, L.L.C., a limited liability company organized under
the laws of the State of Delaware (the "Parent") under the Parent Guaranty;
and

WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their extensions of credit to the Obligors under the Credit Agreement
that the Borrower shall have executed and delivered this Agreement to the
Administrative Agent to secure the obligations of the Borrower under the
Notes, the Letters of Credit, the Credit Agreement and the other Facility
Documents.

NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective Loans and to purchase Participating Interests in Letters of
Credit issued under the Credit Agreement, the Borrower hereby agrees with the
Administrative Agent, as follows:

<PAGE> 3
ARTICLE 1. DEFINITIONS.

Unless otherwise defined herein, terms which are defined in the Credit
Agreement and used herein are so used as so defined; and the following terms
have the following meanings:

"Code" means the Uniform Commercial Code as in effect in the State of
New York.

"Collateral" means all of the right, title and interest of the Borrower
in, to and under (i) the Patents, (ii) the Trademarks, (iii) the Copyrights,
(iv) all mask works and registrations and applications for registration
thereof, (v) computer software (including all databases, data and
documentation), (vi) trade secrets and other confidential information
(including ideas, formulas, compositions, inventions, know-how, manufacturing
and production processes and techniques, research and development information,
drawings, specifications, designs, plans, proposals, technical data,
copyrightable works, financial and marketing plans, customer and supplier
lists and information), (vii) other intellectual property rights, and (viii)
copies and tangible embodiments thereof (in whatever form or medium), whether
now owned or hereafter acquired, together with all the proceeds thereof and
any replacements, additions or substitutions thereof or thereto and all
accounts arising from the sale or disposition thereof.

"Copyrights" means, collectively, all of the Borrower's right, title and
interest in and to the copyrights, applications for copyright registrations
and registrations listed on PART I OF SCHEDULE A hereto, and all other
copyrights, applications and registrations in which the Borrower has or shall
now or hereafter have any right, title or interest, and all proceeds of the
foregoing (including, without limitation, license royalties and proceeds of
infringement suits); and all general intangibles associated with the foregoing
including, without limitation, the right to sue for past, present and future
infringements, all rights corresponding thereto and all renewals and
extensions thereof.

"Patents" means, collectively, all of the Borrower's right, title and
interest in and to the patents listed on PART II OF SCHEDULE A hereto and all
other patents, patent applications, patent disclosures and inventions (whether
or not patentable and whether or not reduced to practice) in which the
Borrower has or shall now or hereafter have any right, title or interest, and
all proceeds of the foregoing (including, without limitation, license
royalties and proceeds of infringement suits); and all general intangibles
associated with the foregoing, including, without limitation, the right to sue
for past, present and future infringements, all rights corresponding

2
<PAGE> 4

thereto and all reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof.

"Secured Obligations" means the unpaid principal of and interest on
(including interest accruing on or after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) the Notes and all other obligations and
liabilities of any Obligor to the Administrative Agent or any Lender, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in
connection with, the Credit Agreement, any Note, any Letter of Credit, any
Interest Rate Protection Agreement, any Currency Protection Agreement, any
other Facility Document and any other document made, delivered or given in
connection therewith or herewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all fees and disbursements of counsel to the
Administrative Agent or any Lender) or otherwise.

"Trademarks" means, collectively, all of the Borrower's right, title and
interest in and to the trademarks, and trademark applications and
registrations listed on PART III OF SCHEDULE A hereto, and all other
trademarks, service marks, trade dress, tradenames and corporate names and
applications and registrations in which the Borrower has or shall now or
hereafter have any right, title or interest, and all proceeds of the foregoing
(including, without limitation, license royalties and proceeds of infringement
suits); and all general intangibles associated with the foregoing, including,
without limitation, all goodwill associated with the trademarks, service
marks, trade dress, tradenames and corporate names, the applications and
registrations therefor and the business of the Borrower to which such
trademarks, service marks, trade dress, tradenames and corporate names and
applications and registrations relate, the right to sue for past, present and
future infringements, all rights corresponding thereto throughout the world
and all reissues, divisions, continuations, renewals, extensions thereof.

ARTICLE 2. COLLATERAL

Section 2.01. Grant of Security Interest. As security for the payment
by the Borrower of the Secured Obligations and the performance by the Borrower
of its other obligations and undertakings under this Agreement and under the
other Facility Documents, the Borrower does hereby grant, bargain, convey,
assign, transfer, mortgage, hypothecate, pledge, confirm and grant a
continuing security interest to the Administrative Agent in and to all right,
title and interest of the Borrower (but none of its obligations) in the
Collateral.

<PAGE> 5
Section 2.02. Sharing of Collateral. The Collateral shall be held
subject to the conditions and agreements in this Agreement and in the other
Facility Documents set forth for the common and equal use, benefit and
security of all and singular Person or Persons who shall from time to time be
Lenders and, except to the extent specifically set forth in the Credit
Agreement, without preference of any of the Secured Obligations over any of
the others by reason of priority in time of issue, sale or
negotiation thereof or otherwise howsoever.

ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS
CONCERNING SECURITY

Section 3.01. Collateral. The Borrower represents, warrants and
covenants that:

(a) SCHEDULE A hereto completely and accurately lists all of the
copyrights, patents and trademarks (including all applications and
registrations) in which the Borrower has any right, title or interest;

(b) each of the Patents, the Copyrights and the Trademarks is
subsisting, valid and enforceable and has not been adjudged invalid or
unenforceable, in whole or in part;

(c) the Borrower is the sole and exclusive owner of the entire
and unencumbered right, title and interest in and to each of the Patents, the
Copyrights and the Trademarks in which the Borrower holds an interest, free
and clear of any Liens, charges and encumbrances, including without
limitation, licenses and covenants by the Borrower not to sue third persons
except for licenses granted to customers in the ordinary course of business;

(d) the Borrower (i) has properly registered, or applied to
register, and recorded each of the Patents and Trademarks which, in the
exercise of its business judgment, the Borrower deems material and in which
the Borrower holds an interest that could be registered and recorded with the
United States Patent and Trademark Office (the "Material Patents" and the
"Material Trademarks", respectively) and each of the Copyrights which, in the
exercise of its business judgment, the Borrower deems material and in which
the Borrower holds an interest that could be registered with the United States
Copyright Office (the "Material Copyrights"), (ii) has not taken any action or
failed to take any action which action or failure to act could or might impair
or diminish any of the Material Patents, the Material Copyrights or the
Material Trademarks and (iii) has delivered to the Administrative Agent true,
correct and complete copies of all patent, copyright and trademark
registration certificates, assignments, renewal certificates, and all other
instruments filed with United States

4
<PAGE> 6
Patent and Trademark Office, the United States Copyright Office or otherwise
relevant to the chains of title of the Material Patents, the Material
Copyrights and the Material Trademarks;

(e) the exploitation by the Borrower in any manner or media of
each of the Copyrights in which the Borrower holds an interest does not and
will not infringe upon or violate, or require any filing, registration,
consent or approval with respect to, any common law or statutory rights,
contractual rights, copyrights, rights of privacy, rights of publicity,
literary and dramatic rights or any other rights of other Persons;

(f) the Borrower has the unqualified right to enter into this
Agreement and perform its terms and has entered and will enter into written
agreements with each of its present and future employees, agents and
consultants that will enable it to comply with the covenants contained herein;

(g) the Borrower will use for the duration of this Agreement
appropriate standards of quality in the manufacture, promotion, advertisement,
sale or distribution of its products sold under the Trademarks;

(h) there are no liabilities of any kind or nature with respect
to the Copyrights or the exploitation by the Borrower of the Copyrights in any
manner or media; and

(i) there are no claims against the Borrower asserting the
invalidity, misuse, unenforceability or ownership of any Patent, Copyright or
Trademark owned or used by the Borrower, no such claims are threatened and
there are no grounds for the same.

Section 3.02. No Inconsistent Agreements. Until all of the Secured
Obligations and the Letters of Credit shall have been satisfied in full and
the Commitments terminated, the Borrower shall not, without the Administrative
Agent's prior written consent, enter into any agreement (including, without
limitation, a license agreement) that is inconsistent with the Borrower's
obligations under this Agreement;

Section 3.03. After-Acquired Patents, Copyrights and Trademarks Subject
to this Agreement. (a) If the Borrower shall obtain rights to any new
patents, copyrights or trademarks, or become entitled to the benefit of any
patent, copyright or trademark or application or registration for any renewal
or extension thereof, the same shall automatically be deemed subject to this
Agreement and included within

5
<PAGE> 7
the term "Patent", "Copyright" or "Trademark", as the case may be, and the
Borrower shall give to the Administrative Agent prompt notice thereof in
writing.

(b) The Borrower grants the Administrative Agent a
power-of-attorney, irrevocable so long as any Secured Obligation, any Letter
of Credit or Commitment remains outstanding, to amend SCHEDULE A (without
requirement of any consent or further action on the part of the Borrower) to
include any future registered patents, copyrights and trademarks and patent,
copyright and trademark applications that are Patents, Copyrights or
Trademarks under the definitions of such terms in Section 1.01 or under
Section 3.03(a).

Section 3.04. Patent, Copyright and Trademark Applications. The
Borrower shall have the duty to prosecute diligently any application of the
Patents, the Copyrights or the Trademarks pending as of the date of this
Agreement or thereafter and to preserve and maintain all rights in
applications and registrations of the Material Patents, the Material
Copyrights and the Material Trademarks. Any expenses incurred in connection
with such an application shall be borne by the Borrower. The Borrower shall
not abandon any right to file a patent, copyright or trademark application, or
a pending patent, copyright or trademark application or patent, copyright or
trademark which is material to the operation of the Borrower's business
without the consent of the Administrative Agent. The Borrower shall enter
into such agreements with its employees and take such other reasonable
measures, as are necessary to insure that the Borrower shall have and enjoy
all rights to apply for, register and prevent others from using, subject to
Section 3.03 of this Agreement, patents with respect to patentable inventions
invented by such employees and copyrights attributable to materials designed
or created by such employees in the ordinary course of their employment.

Section 3.05. Further Assurances. So long as any of the Secured
Obligations, any Letter of Credit or any Commitment shall be outstanding, upon
the written request of the Administrative Agent, the Borrower, at its expense,
will timely execute, acknowledge, deliver, file and record, or will cause to
be executed, acknowledged, delivered, filed or recorded, all such further
instruments, agreements, assignments and assurances (including, without
limitation, all continuations, statements of use and declarations of
noncontestability) as may be necessary or appropriate (and, in any event, as
may be reasonably requested by the Administrative Agent):

(a) to preserve and continue in force each of the Patents, the
Copyrights and the Trademarks (including the continued use of such Patents,
Copyrights and Trademarks) and to pay any and all fees and expenses in
connection therewith (including, without limitation, payment of such
maintenance fees, if any, as

6
<PAGE> 8
may be imposed by the United States Patent and Trademark Office, the United
States Copyright Office or by any other Governmental Authority in any
jurisdiction); and

(b) subject to this Agreement, to preserve, continue and protect
the Lien of this Agreement on, and the right of the Administrative Agent in
and to, the Patents, the Copyrights and the Trademarks.

ARTICLE 4. DEFAULTS -- REMEDIES

Section 4.01. Nature of Events. An "Event of Default" shall exist if
any Event of Default under, and as defined in, the Credit Agreement occurs and
is continuing.

Section 4.02. Default Remedies. (a) If an Event of Default exists and
is continuing, the Administrative Agent may exercise all of the rights and
remedies of a secured party under the Code and all of the rights and remedies
in this Agreement or in any other Facility Document conferred, it being
expressly understood that no such remedy is intended to be exclusive of any
other remedy or remedies, but each and every remedy shall be cumulative and
shall be in addition to every other remedy given in this Agreement or in any
other Facility Document or now or hereafter existing at law or in equity or by
statute, and may be exercised from time to time, during such period, as often
as may reasonably be deemed expedient by the Administrative Agent. Without
limiting the foregoing, this Agreement is executed in furtherance of, and
supplementary to, the provisions of the Security Agreement, the terms and
conditions of which are incorporated hereby as if set forth in full herein.

(b) The Borrower and the Administrative Agent agree that ten (10)
days' prior written notice to the Borrower of any public or private sale or
other disposition of Collateral shall be reasonable notice thereof, and such
sale shall be at such reasonable locations as the Administrative Agent shall
designate in such notice. Any other requirement of notice, demand or
advertisement for sale is, to the extent permitted by law, waived by the
Borrower. Sales for cash, or on credit to a wholesaler, retailer or user of
the Collateral, at any public or private sale, if made in good faith, are all
hereby deemed (without limitation) to be commercially reasonable (as defined
in the Code). The Administrative Agent shall have the right to bid at any
such sale on behalf of any one or more Lenders (who shall also have the right
to bid individually). Proceeds arising from any such sale shall be applied in
the manner set forth in the Credit Agreement.

(c) If an Event of Default exists and is continuing, the
Administrative Agent shall have the right, but shall in no way be obligated
to, bring suit in its own name to enforce the Patents, Copyrights and
Trademarks and any license thereunder, in which event the Borrower shall at
the request of the Administrative Agent do any

7
<PAGE> 9
and all lawful acts and execute any and all proper documents reasonably
required by the Administrative Agent in aid of such enforcement, and the
Borrower shall promptly, upon demand, reimburse and indemnify the
Administrative Agent for all reasonable costs and expenses incurred by the
Administrative Agent in the exercise of its rights under this Section 4.02(c).

(d) All covenants, conditions, provisions, warranties,
guaranties, indemnities and other undertakings of the Borrower contained in
this Agreement or any other Facility Document, or in any document referred to
in this Agreement or any other Facility Document or contained in any agreement
supplementary to this Agreement or any other Facility Document, shall be
deemed cumulative to and not in derogation or substitution of any of the
terms, covenants, conditions or agreements of the Borrower contained in this
Agreement or any other Facility Document.

(e) The Borrower will pay to the Administrative Agent all
reasonable expenses (including court costs and reasonable attorneys' fees and
expenses) of, or incident to, the enforcement of any of the provisions of this
Agreement and all other charges due against the Collateral, including, without
limitation, taxes, assessments, security interests, Liens or encumbrances upon
the Collateral and any expenses, including transfer or other taxes, arising in
connection with any sale, transfer or other disposition of Collateral.

Section 4.03. Other Enforcement Rights. The Administrative Agent may
proceed to protect and enforce this Agreement by suit or suits or proceedings
in equity, at law or in bankruptcy, and whether for the specific performance
of any covenant or agreement in this Agreement contained or in execution or
aid of any power in this Agreement granted, or for foreclosure under this
Agreement, or for the appointment of a receiver or receivers for the
Collateral or any part thereof, for the recovery of judgment for the
obligations secured by this Agreement or for the enforcement of any other
proper, legal or equitable remedy available under applicable law.

Section 4.04. Application of Proceeds. The proceeds of any exercise of
rights with respect to the Collateral, or any part thereof, and the proceeds
and the avails of any remedy under this Agreement shall be paid to and applied
in accordance with the provisions of the Credit Agreement. If there is a
deficiency, the Borrower shall, subject always to the other provisions of this
Agreement, remain liable therefor and shall forthwith pay the amount of any
such deficiency to the Administrative Agent.

ARTICLE 5. DEFEASANCE

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<PAGE> 10
Section 5.01. Satisfaction and Discharge. If the Borrower shall pay
and discharge the entire indebtedness on all Secured Obligations outstanding by
well and truly paying or causing to be paid the principal of, and interest on,
all Secured Obligations outstanding, as and when the same become due and
payable; and if the Borrower shall also pay or cause to be paid all other sums
payable under this Agreement with respect to the Secured Obligations and all
sums payable under any one or more of the other Facility Documents, and fully
and faithfully discharges or causes to be discharged every other obligation
herein or in any other Facility Document contained or otherwise secured by any
of the Facility Documents; and if all Commitments shall have been terminated,
then and in that case all of the right, title and interest of the
Administrative Agent in the Collateral created hereby shall cease and
terminate, and thereupon the Administrative Agent, upon written request of the
Borrower, shall forthwith execute and deliver, without recourse, proper deeds,
assignments and other instruments acknowledging satisfaction of and discharging
all of the right, title and interest of the Administrative Agent in the
Collateral created hereby (subject to any disposition thereof that may have
been previously made by the Administrative Agent pursuant to any of the
Facility Documents).

Section 5.02. Disposal of Assets; Release of Lien. So long as no
Default or Event of Default shall exist or be created as a result thereof, if
the Borrower shall sell, lease, transfer or otherwise dispose of its Property
in accordance with the provisions of the Credit Agreement, then the
Administrative Agent, upon payment to it of all amounts then due and owing as
fees and expenses under this Agreement, shall forthwith execute proper
instruments releasing the interests in such Property so disposed of from the
Lien of the Administrative Agent created under this Agreement.

ARTICLE 6. MISCELLANEOUS

Section 6.01. Amendments and Waivers. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be amended or
modified only by an instrument in writing signed by the Borrower, the
Administrative Agent and the Required Lenders, or by the Borrower and the
Administrative Agent acting with the consent of the Required Lenders and any
provision of this Agreement may be waived by the Required Lenders or by the
Administrative Agent acting with the consent of the Required Lenders; provided
that no amendment, modification or waiver shall, unless by an instrument signed
by all of the Lenders or by the Administrative Agent acting with the consent of
all of the Lenders: (a) permit the creation of any Lien with respect to any of
the Collateral that is prior or equal to the Lien of the Administrative Agent;
(b) effect the deprivation of any Lender of the benefit of any Lien upon all or
any part of the Collateral in excess of $500,000; (c) create any priority with
respect to any portion of the Secured Obligations over any

<PAGE> 11
other portion with respect to the Lien upon all or any part of the Collateral;
or (d) amend, waive or modify the definition of Secured Obligations.

Section 6.02. Survival. The obligations of the Borrower under
Section 4.02(c) or Section 4.02(e) shall survive the repayment of the Secured
Obligations and the termination of the Commitments.

Section 6.03. Successors and Assigns. This Agreement shall be binding
upon, and shall inure to the benefit of, the Borrower, the Lenders and their
respective successors and assigns.

Section 6.04. Notices. Unless the party to be notified otherwise
notifies the other party in writing as provided in this Section, and except as
otherwise provided in this Agreement, notices shall be given in writing to the
Administrative Agent, to the Lenders and to the Borrower by ordinary mail, hand
delivery, overnight courier or telecopier addressed to such party at its
address on the signature page of the Credit Agreement. Notices shall be
effective: (a) if given by mail, 72 hours after deposit in the mails with first
class postage prepaid, addressed as aforesaid; and (b) if given by telecopier,
when the telecopy is transmitted to the telecopier number as aforesaid;
provided that notices to the Administrative Agent shall be effective upon
receipt.

SECTION 6.05. JURISDICTION; IMMUNITIES. (a) THE BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES
FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT, AND THE BORROWER HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE BORROWER IRREVOCABLY
CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES OF SUCH PROCESS TO THE BORROWER AT ITS ADDRESS
SPECIFIED IN SECTION 6.04. THE BORROWER AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
THE BORROWER FURTHER WAIVES ANY OBJECTION TO VENUE IN SUCH STATE AND ANY
OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON
CONVENIENS. THE BORROWER FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN NEW
YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY. THE
BORROWER WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL.

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<PAGE> 12
(b) Nothing in this Section 6.05 shall affect the right of the
Administrative Agent or any Lender to serve legal process in any other manner
permitted by law or affect the right of the Administrative Agent or any Lender
to bring any action or proceeding against the Borrower or its property in the
courts of any other jurisdictions.

(c) To the extent that the Borrower has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether
from service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, the
Borrower hereby irrevocably waives such immunity in respect of its obligations
under this Agreement.

Section 6.06. Headings. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction of
this Agreement.

Section 6.08. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument, and any party hereto may execute this Agreement by signing
any such counterpart.

SECTION 6.09. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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<PAGE> 13
Section 6.11. Power of Attorney. The Borrower hereby makes,
constitutes and appoints the Administrative Agent the true and lawful agent
and attorney in fact of the Borrower, with full power of substitution

(a) if an Event of Default exists, to sign the name of the
Borrower to drafts against its debtors, to notices to such debtors, to
assignments and notices of assignments, financing statements, continuation
statements or other public records or notices and all other instruments and
documents; and

(b) after a request by the Administrative Agent to take any
action to carry out the provisions of this Agreement, including, without
limitation, the grant of the security interest granted to the Administrative
Agent with respect to the Collateral and the Administrative Agent's rights
created under this Agreement, and the failure or refusal of the Borrower to
comply with such request within five (5) days, to do any and all things
necessary to take such action in the name and on behalf of the Borrower.

The Borrower agrees, in the absence of willful wrongdoing or gross
negligence, that neither the Administrative Agent nor any of its agents,
designees or attorneys-in-fact will be liable for any acts of commission or
omission, or for any good faith error of judgment or mistake of fact or law
with respect to the exercise of the power of attorney granted under this
Section 6.11. The power of attorney granted under this Section 6.11 is
coupled with an interest and shall be irrevocable so long as any Secured
Obligation, Letter of Credit, or Commitment remains outstanding.

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<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

BORROWER:

LCC, L.L.C.

By:
---------------------------------
Name:
Title:

ADMINISTRATIVE AGENT:

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)

By:
---------------------------------
Name:
Title:

[SIGNATURE PAGE TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]

<PAGE> 15
STATE OF VIRGINIA )
)SS.
COUNTY OF FAIRFAX )

The foregoing instrument was acknowledged before me this ____ day of
__________, 1996, by _____________, the _________ of LCC, L.L.C., a Delaware
limited liability company, on behalf of said company.

--------------------------------------
Notary Public

STATE OF CONNECTICUT )
)SS.
COUNTY OF FAIRFIELD )

The foregoing instrument was acknowledged before me this ____ day of
__________, 1996, by _____________, the _________ of The Chase Manhattan Bank
(National Association), a national banking association, on behalf of said
association.

--------------------------------------
Notary Public

<PAGE> 1

EXHIBIT 10.29

PLEDGE AGREEMENT

Dated as of June 14, 1996

LCC, L.L.C.

LCC DESIGN SERVICES, L.L.C.

and

LCC DEVELOPMENT COMPANY, L.L.C.

in favor of

THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)

as Administrative Agent
<PAGE> 2

PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of June 14, 1996 (as amended, supplemented or
otherwise modified from time to time, this "Agreement"), made by LCC, L.L.C., a
limited liability company organized under the laws of Delaware (the
"Borrower"), LCC DESIGN SERVICES, L.L.C., a limited liability company organized
under the laws of Delaware, and LCC DEVELOPMENT COMPANY, L.L.C., a limited
liability company organized under the laws of Delaware (each of the foregoing
entities, together with each of the Subsidiaries of the Borrower which shall
become a party hereto as a "Subsidiary Guarantor" from time to time in
accordance with Section 7.09 of the Credit Agreement, is referred to herein
collectively as the "Subsidiary Guarantors" and, together with the Borrower,
the "Obligors"), in favor of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a
national banking association, as administrative agent (in such capacity,
together with its successors in such capacity, the "Administrative Agent") for
the benefit of each of the lenders (the "Lenders") a party to the Credit
Agreement dated as of June 14, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") among the Borrower, the
Subsidiary Guarantors, the Administrative Agent and the Lenders.

W I T N E S S E T H :

WHEREAS, pursuant to the terms of the Credit Agreement and the other
Facility Documents, the Lenders have agreed to extend credit to the Obligors
upon the terms and subject to the conditions set forth therein to be evidenced
by the Notes issued by the Borrower thereunder and the Letters of Credit issued
thereunder and to be guarantied by the Subsidiary Guarantors thereunder and by
Telcom Ventures, L.L.C., a limited liability company organized under the laws
of Delaware (the "Parent"), under the Parent Guaranty; and

NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective Loans and to purchase Participating Interests in Letters of
Credit issued under the Credit Agreement, each of the Obligors hereby agrees
with the Administrative Agent, as follows:
<PAGE> 3

ARTICLE 1. DEFINITIONS.

Unless otherwise defined herein, terms which are defined in the Credit
Agreement and used herein are so used as so defined; and the following terms
have the following meanings:

"Code" means the Uniform Commercial Code as in effect in the State of New
York.

"Collateral" means all of the right, title and interest of each Obligor
in, to and under the Pledged Stock, the Pledged Membership Interests, the
Pledged Partnership Interests and the Pledged Obligations, whether now owned or
hereafter acquired, together with all the proceeds thereof and dividends
thereon and any replacements, additions or substitutions thereof or thereto and
all accounts arising from the sale or disposition thereof.

"Pledged Membership Interests" means all of each Obligor's right, title
and interest, if any, in and to all of the issued and outstanding limited
liability company interests, membership interests or other equivalent interests
or participations (however designated) in all limited liability companies
(except for the limited liability company or membership interests in Koll and
Microcell if the pledge of such interests for collateral purposes would be
prohibited or require consent (which consent had not been obtained) under the
terms of the limited liability company agreement creating such interest),
whether now existing or hereafter organized, together with its interest in the
property of each such limited liability company, its interest in the capital of
each such limited liability company, its right to receive distributions from
each such limited liability company whether in cash or other property, and
whether during the continuance of or on account of the liquidation of any such
limited liability company, and all of its rights under each limited liability
company or operating agreement of each such limited liability company.

"Pledged Obligations" means all of each Obligor's right, title and
interest, if any, in and to any and all obligations owed to such Obligor by any
Person, whether now existing or hereafter incurred, and in and to all
collateral granted to such Obligor or for the benefit of such Obligor as
collateral security for such obligations.

"Pledged Partnership Interests" means all of each Obligor's right, title
and interest, if any, to and as a general or limited partner in all
partnerships, whether general or limited, whether now existing or hereafter
organized, together with its interest in the property of each such partnership,
its interest in the capital of each such partnership, its right to receive
distributions from each such partnership whether in cash or other property, and
whether during the continuance of or on account of the

2
<PAGE> 4

liquidation of any such partnership, and all of its rights under each
partnership agreement or limited partnership agreement of each such
partnership.

"Pledged Stock" means all of each Obligor's right, title and interest, if
any, in and to (i) all of the issued and outstanding shares of capital stock of
each Domestic Subsidiary which is a corporation, (ii) 65% of the outstanding
shares of Voting Stock of each Foreign Subsidiary which is a corporation and
(iii) all of the issued and outstanding shares of capital stock and any other
securities of each other corporation (except for the capital stock of
NextWave), whether now existing or hereafter organized and all warrants,
options or other rights to acquire any such capital stock, together with its
rights to receive dividends and distributions by each such corporation whether
in cash, stock, Securities or other property, and whether during the
continuance of or on account of the liquidation of each such corporation, and
all of its other rights as stockholder or holder of other Securities of each
such corporation.

"Secured Obligations" means the unpaid principal of and interest on
(including interest accruing on or after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) the Notes and all other obligations and liabilities
of any Obligor to the Administrative Agent or any Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, the
Credit Agreement, any Note, any Letter of Credit, any Interest Rate Protection
Agreement, any Currency Protection Agreement, any other Facility Document and
any other document made, delivered or given in connection therewith or
herewith, whether on account of principal, interest, reimbursement obligations,
fees, indemnities, costs, expenses (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or any Lender) or
otherwise.

"Security" has the same meaning as in Section 2(1) of the Securities Act
of 1933, as amended.

ARTICLE 2. COLLATERAL

Section 2.01. Grant of Security Interest. As security for the payment
by the Obligors of the Secured Obligations and the performance by each of the
Obligors of its other obligations and undertakings under this Agreement and
under the other Facility Documents, each of the Obligors does hereby grant,
bargain, convey, assign, transfer, mortgage, hypothecate, pledge, confirm and
grant a continuing security interest to the Administrative Agent in and to all
right, title and interest of such Obligor (but none of its obligations) in the
Collateral.

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<PAGE> 5

Section 2.02. Delivery of Certificates; Delivery of Financing
Statements. (a) Each Obligor hereby delivers to the Administrative Agent all
of the certificates evidencing the Pledged Stock owned by such Obligor which
is represented by certificates, endorsed in blank or accompanied with
appropriate undated stock powers executed in blank. Each Obligor has caused
the Lien of the Administrative Agent in and to the Pledged Stock to be
registered upon the books of the issuers of the Pledged Stock. If at any time
any Pledged Stock which is not represented by a certificate as of the date of
this Agreement shall be represented by one or more certificates then each
Obligor shall promptly deliver the same to the Administrative Agent accompanied
by stock powers duly executed in blank, with signature properly guaranteed.
All other shares of Pledged Stock subsequently acquired by each Obligor shall
be pledged to the Administrative Agent and if represented by a certificate,
certificates representing the same shall be delivered to the Administrative
Agent contemporaneously with the acquisition thereof, accompanied by stock
powers duly executed in blank, with signature properly guaranteed.

(b) Each Obligor has executed and delivered to the Administrative
Agent such financing statements as the Administrative Agent has requested, with
respect to that portion of the Collateral in which a Lien may be perfected by
the filing of a financing statement against such Obligor. Each Obligor has
caused the Lien of the Administrative Agent in and to the Pledged Membership
Interests and the Pledged Partnership Interests to be registered upon the books
of the issuers of such Pledged Membership Interests and Pledged Partnership
Interests. None of the Pledged Membership Interests or Pledged Partnership
Interests are represented by a certificate. If at any time any Pledged
Membership Interests or Pledged Partnership Interests shall be represented by
one or more certificates or by any documents that are instruments (as defined
in the Code), then the appropriate Obligor shall promptly deliver the same to
the Administrative Agent accompanied by duly executed transfer powers endorsed
in blank respecting such certificates or documents, with signature property
guaranteed.

(c) Each Obligor hereby delivers to the Administrative Agent all
of the promissory notes, instruments and agreements evidencing the Pledged
Obligations held by such Obligor in suitable form for transfer by endorsement
and delivery or accompanied by duly executed instruments of transfer or
assignment in blank. If any Obligor shall become entitled to receive or shall
receive any promissory notes, instruments or agreements constituting Collateral
after the Closing Date (including, without limitation, any certificate
representing any distribution in connection with any recapitalization,
reclassification or increase or reduction of capital, or issued in connection
with any reorganization of such Obligor) in respect of the Pledged Obligations,
such Obligor agrees: (i) to accept the same as the agent of

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<PAGE> 6

the Administrative Agent, (ii) to hold the same in trust on behalf of and for
the benefit of the Administrative Agent, and (iii) to deliver any and all
promissory notes, instruments or agreements evidencing the same to the
Administrative Agent within ten (10) days following the receipt thereof by such
Obligor, in the exact form received, with the endorsement in blank of such
Obligor when necessary and with an appropriate undated instrument of transfer
or assignment duly executed in blank (with signatures properly guaranteed), to
be held by the Administrative Agent subject to the terms of this Agreement, as
additional Collateral.

ARTICLE 3. REPRESENTATIONS, WARRANTIES AND
COVENANTS CONCERNING SECURITY

Section 3.01. Title; Liens. Each of the Obligors represents, warrants
and covenants that Schedule A hereto completely and accurately lists all of the
Pledged Stock, the Pledged Membership Interests, the Pledged Partnership
Interests and the Pledged Obligations held by such Obligor and the Collateral
in which such Obligor holds an interest is owned solely by such Obligor and no
other Person has any right, title, interest, claim or Lien thereon, or thereto.

Section 3.02. Sale of Collateral; Liens. Except as permitted in the
Credit Agreement, each Obligor

(a) will not sell, assign or otherwise transfer any of the
Collateral,

(b) will keep all Collateral in existence on the date, and all
Collateral acquired after the date, of execution of this Agreement, free from
all Liens, and

(c) will pay and discharge, when due, all taxes, levies and
governmental charges upon any Collateral, and shall defend all Collateral
against all claims of any Person other than the Administrative Agent.

Section 3.03. After-Acquired Securities Subject to this Agreement. (a)
If, before the Secured Obligations shall have been satisfied in full and all of
the Commitments terminated, any Obligor shall obtain rights to any new capital
stock, limited liability company interests, membership interests, partnership
interests or other equity rights of any Person, the same shall automatically be
deemed subject to this Agreement and included within "Collateral," and such
Obligor shall give to the Administrative Agent prompt notice thereof in
writing.

(b) If, before the Secured Obligations shall have been satisfied in
full and all of the Commitments terminated, any Obligor shall obtain rights to
any new promissory notes, instruments or agreements constituting Collateral,
the same shall

5
<PAGE> 7

automatically be deemed subject to this Agreement and included within
"Collateral," and such Obligor shall give to the Administrative Agent prompt
notice thereof in writing.

(c) Each Obligor grants to the Administrative Agent a power-of-
attorney, irrevocable so long as any Secured Obligations or Commitments remain
outstanding, to modify this Agreement from time to time by amending Schedule A
(without requirement of any consent or further action on the part of such
Obligor) to include any future obligations, capital stock, limited liability
company interests, membership interests, partnership interests or other equity
rights that are Collateral under the definition of such term in Section 1.01 or
under Sections 3.03(a) and 3.03(b).

Section 3.04. Voting Rights Concerning Collateral; Proxy. (a) During
the term of this Agreement, and so long as no Event of Default shall have
occurred and be continuing, each Obligor shall have the right to vote the
Collateral on all corporate, limited liability company or partnership questions
for all purposes not inconsistent with the terms of the Facility Documents.

(b) Upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent, upon written notice to the appropriate
Obligor, shall be permitted to exercise all voting powers pertaining to the
Collateral, and such Obligor, upon the request of the Administrative Agent,
shall secure (if not already secured by the Administrative Agent) executed
resignations of the officers, directors or representatives of the Members
Committee of or the officers or directors of the general partner of each issuer
whose Securities constitute Collateral in order that the Administrative Agent
may elect or appoint the officers, directors or representatives of the Members
Committee of or the officers or directors of the general partner of such
issuer. After the occurrence and during the continuance of any such Event of
Default, this Section 3.03(b) shall constitute and grant an irrevocable proxy
which shall become effective and shall entitle the Administrative Agent, at its
election, to vote the Collateral upon any and all corporate, limited liability
company or partnership matter; provided that the foregoing proxy shall be
construed so that, and shall be limited to the extent necessary so that, the
Administrative Agent shall not be or become liable as a general partner.

Section 3.05. Payments. (a) So long as no Event of Default has
occurred, and to the extent not prohibited by the Facility Documents, each
Obligor shall be entitled to receive and retain principal and interest
payments, if any, paid on the Pledged Obligations.

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<PAGE> 8

(b) Upon the occurrence and during the continuance of an Event of
Default, (i) all rights of each Obligor to receive or demand, as the case may
be, principal and interest payments which such Obligor is authorized to receive
or demand pursuant to paragraph (a) of this Section 3.05 shall cease, and all
such rights shall thereupon become vested in the Administrative Agent, which
shall have the sole and exclusive right and authority to receive or demand, as
the case may be, and retain such principal and interest payments (and all other
payments in respect of the Pledged Obligations); in addition, all principal and
interest payments (and all other payments in respect of the Pledged
Obligations) which are received by any Obligor contrary to the provisions of
this Section 3.05(b) shall be received in trust for the benefit of the
Administrative Agent, shall be segregated from other property or funds of such
Obligor and shall be forthwith delivered to the Administrative Agent as
Collateral in the same form as so received (with any necessary endorsement) and
(ii) all rights of each Obligor to exercise any rights and powers (includ- ing
the right to receive and retain payments on the Pledged Obligations) which it
would otherwise be entitled to exercise pursuant to this Section 3.05 shall
cease, and all such rights shall thereupon become vested in the Administrative
Agent, which shall have the sole and exclusive right and authority to exercise
all such rights and powers until such Event of Default shall have been cured or
waived in accordance with the Credit Agreement, at which time all such rights
shall thereupon become revested in such Obligor. Any and all money and other
property paid over to or received by the Administrative Agent as Collateral and
retained by the Administrative Agent pursuant to the provisions of this Section
3.05 shall be retained by the Administrative Agent in an account to be
established by the Administrative Agent upon receipt of such money or other
property and shall be applied in accordance with the provisions of the Credit
Agreement.

(c) Upon the occurrence and during the continuance of an Event of
Default, each Obligor further agrees that so long as the Pledged Obligations
continue to be Collateral under this Agreement, such Obligor will not permit
any of the notes, instruments or other agreements evidencing the Pledged
Obligations to be amended, modified or changed in any way, nor will such
Obligor accept any waiver, indulgence, modification or other departure by any
obligor under such Pledged Obligations from any provision of the Pledged
Obligations, without first obtaining written consent of the Administrative
Agent.

Section 3.06. Chief Executive Office. The office where each Obligor
keeps its records concerning the Collateral in which such Obligor holds an
interest and each Obligor's principal place of business and chief executive
office is located at the location set forth in SCHEDULE B. So long as such
Obligor provides the Administrative Agent with written notice within thirty
(30) days of any such relocation, each Obligor may relocate its chief executive
office respectively.

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<PAGE> 9

Section 3.07. No Restrictions. Each Obligor represents and warrants
that each of the shares of the Pledged Stock is fully paid and non-assessable,
that there are no restrictions upon the transfer (other than pursuant to state
and federal securities laws) of, or the right to vote in respect of, any of the
Collateral and that such Obligor has the right to vote, pledge and grant a
security interest in or otherwise transfer such Collateral free of any Lien.

Section 3.08. Subsequent Changes Affecting Collateral. Each Obligor
hereby represents and warrants that it has made its own arrangements for
keeping informed of changes or potential changes affecting the Collateral
(including, without limitation, rights to convert, rights to subscribe, payment
of dividends, reorganization or other exchanges, tender offers and voting
rights of the Pledged Stock, the Pledged Partnership Interests or the Pledged
Membership Interests), and each Obligor agrees that the Administrative Agent
shall have no responsibility or liability for informing such Obligor of any
such changes or potential changes or for taking any action or omitting to take
any action with respect thereto. The Administrative Agent may, upon the
occurrence and during the continuance of an Event of Default, without notice
and at its option, transfer or register the Collateral or any part thereof,
into its or its nominee's name, or endorse any of the Pledged Obligations for
negotiation, without any indication that such Collateral is subject to the
security interest hereunder.

Section 3.09. Adjustments with Respect to Collateral. In the event
that, during the term of this Agreement, any stock dividend, reclassification,
adjustment or other change is declared or made in the capital structure of any
issuer whose Securities constitute Collateral, or any option included with the
Collateral is exercised, or both, all new, substituted and additional shares,
membership interests, limited liability company interests, partnership
interests or other Securities, issued by reason of any such change or exercise
shall be delivered to and held by the Administrative Agent under the terms of
this Agreement in the same manner as the Collateral originally pledged
hereunder; provided, however, that nothing contained in this Section 3.09 shall
be deemed to permit the issuance of any warrants or other rights or options by
any issuer whose Securities constitute Collateral that is not expressly
permitted by the Facility Documents.

Section 3.10. Equity Rights with Respect to Collateral. In the event
that during the term of this Agreement any equity rights shall be issued or
exercised in connection with the Collateral, such warrants, rights and options
and all new stock, membership interests, limited liability company interests,
partnership interests or other Securities acquired by any Obligor in connection
therewith shall be immediately assigned and delivered to the Administrative
Agent to be held under the terms of this

8
<PAGE> 10

Agreement in the same manner as the Collateral originally pledged hereunder;
provided, however, that nothing contained in this Section 3.10 shall be deemed
to permit the issuance of any equity rights by any issuer whose Securities
constitute Collateral that is not expressly permitted in the Facility
Documents.

Section 3.11. Certain Additional Rights. In connection with any sale of
Collateral by the Administrative Agent in accordance with Article 4, the
Administrative Agent shall have the right to execute any document or form, in
its name or the name of the appropriate Obligor, that may be necessary or
desirable in connection with such sale.

Section 3.12. Reimbursement. The Obligors shall pay any and all
reasonable costs, including, without limitation, attorneys' fees, legal
expenses and court costs, that the Administrative Agent may incur in enforcing,
defending or protecting its Lien on, or rights and interests in, the
Collateral, or any of its rights and remedies under this or any other agreement
between the parties hereto or in respect to any of the transaction to be had
thereunder or hereunder and, until paid by the Obligors, such sums shall be
considered as additional obligations owing by the Obligors hereunder and, as
such shall be secured by all of the Collateral. Subject to the terms of the
Credit Agreement and except to the extent specifically limited by applicable
law, the Administrative Agent shall not be liable or responsible in any way for
the safekeeping of the Collateral or for any loss or damage thereto or for any
diminution in the value thereof, all of which shall be at the sole risk of the
Obligors.

Section 3.13. Further Assurances. So long as any of the Secured
Obligations, any Letter of Credit or any Commitment shall be outstanding, the
Obligors, at their expense, will timely execute, acknowledge, deliver, file and
record, or will cause to be executed, acknowledged, delivered, filed or
recorded, all such further instruments, conveyances, transfers, financing
statements, continuation statements and assurances as may be necessary or
appropriate (and, in any event, as may be requested by the Administrative
Agent) to subject to the Lien of this Agreement, and to preserve, continue and
protect the Lien of this Agreement on, the Collateral, including, without
limitation, any Collateral acquired after the date of this Agreement, or as the
Administrative Agent may reasonably require for the better granting,
bargaining, selling, demising, releasing, confirming, conveying, warranting,
assigning, transferring, pledging, delivering and setting over to the
Administrative Agent, and for perfecting the Administrative Agent's rights in,
every part of the Collateral, or as may be required in order to transfer to, or
perfect the rights of any new agent or agents in, the Collateral.

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<PAGE> 11

ARTICLE 4. DEFAULTS -- REMEDIES

Section 4.01. Nature of Events. An "Event of Default" shall exist if
any Event of Default under, and as defined in, the Credit Agreement occurs and
is continuing.

Section 4.02. Default Remedies. (a) If an Event of Default exists, the
Administrative Agent may exercise all of the rights and remedies of a secured
party under the Code and all of the rights and remedies conferred in this
Agreement and in each of the other Facility Documents, it being expressly
understood that no such remedy is intended to be exclusive of any other remedy
or remedies; but each and every remedy shall be cumulative and shall be in
addition to every other remedy given in this Agreement or now or hereafter
existing at law or in equity or by statute, and may be exercised from time to
time as often as may be deemed expedient by the Administrative Agent.

(b) If an Event of Default exists, the Administrative Agent shall
have the right, at any time or from time to time, to sell any or all of the
Collateral.

(c) Each Obligor and the Administrative Agent agree that ten (10)
days' notice to such Obligor of any public or private sale or other disposition
of Collateral shall be reasonable notice thereof, and such sale shall be at
such reasonable locations as the Administrative Agent shall designate in such
notice. Any other requirement of notice, demand or advertisement for sale is,
to the extent permitted by law, waived by the Obligors. Sales for cash, or on
credit to a wholesaler, retailer or user of the Collateral, at any public or
private sale are all hereby deemed (without limitation) to be commercially
reasonable (as defined in the Code). The Administrative Agent shall have the
right to bid at any such sale on behalf of any one or more Lenders (who shall
also have the right to bid individually). Proceeds arising from any such sale
shall be applied in the manner set forth in the Credit Agreement.

(d) If an Event of Default exists, the Administrative Agent may
also, with or without proceeding with sale or foreclosure or demanding payment
of the Secured Obligations, without notice, appropriate and apply to the
payment of the Secured Obligations and the other obligations secured under this
Agreement any and all Collateral in its possession and any and all balances,
credits, deposit accounts, reserves or other moneys due or owing to any Obligor
held by the Administrative Agent under this Agreement or otherwise.

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<PAGE> 12

(e) Anything in this Agreement contained to the contrary
notwithstanding, and in view of the fact that federal and state securities laws
may impose certain restrictions on the method by which a sale of the Collateral
that consists of Securities may be effected after an Event of Default, each
Obligor agrees that upon the occurrence and continuance of an Event of Default,
the Administrative Agent may, from time to time, attempt to sell all or any
part of such Collateral by means of a private placement restricting the bidders
and prospective purchasers to those who will represent or agree as to their
investment intent or method of resale or both in a manner reasonably required
by the Administrative Agent to assure compliance with applicable securities
laws. In so doing, the Administrative Agent may solicit offers to buy such
Collateral, or any part of it, for cash, from a limited number of investors
deemed by the Administrative Agent, in its exclusive judgment, to be
responsible parties who might be interested in purchasing such Collateral, and
if the Administrative Agent solicits such offers from not less than three (3)
such investors, then the acceptance by the Administrative Agent of the highest
offer obtained therefrom shall be deemed to be a commercially reasonable method
of disposition (as defined in the Code) of such Collateral unless applicable
law provides otherwise.

(f) All covenants, conditions, provisions, warranties,
guaranties, indemnities and other undertakings of each Obligor contained in
this Agreement or any other Facility Document, or in any document referred to
in this Agreement or any other Facility Document or contained in any agreement
supplementary to this Agreement or any other Facility Document, shall be deemed
cumulative to and not in derogation or substitution of any of the terms,
covenants, conditions or agreements of such Obligor contained in this Agreement
or any other Facility Document.

(g) The Obligors will pay to the Administrative Agent all
reasonable expenses (including court costs and reasonable attorneys' fees and
expenses) of, or incident to, the enforcement of any of the provisions of this
Agreement and all other charges due against the Collateral, including, without
limitation, taxes, assessments, security interests, Liens or encumbrances upon
the Collateral and any expenses, including transfer or other taxes, arising in
connection with any sale, transfer or other disposition of Collateral.

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<PAGE> 13

enforcement of any other proper, legal or equitable remedy available under
applicable law.

Section 4.04. Effect of Sale, etc. (a) Any sale or sales pursuant to
the provisions of this Agreement, whether under any right or power granted
hereby or thereby or pursuant to any legal proceedings, shall operate to divest
each Obligor of all right, title, interest, claim and demand whatsoever, either
at law or in equity, of, in and to the Collateral, or any part thereof, so
sold, and any Property so sold shall be free and clear of any and all rights of
redemption by, through or under such Obligor. At any such sale any Lender may
bid for and purchase the Property sold and may make payment therefor as set
forth in clause (b) of this Section 4.04, and any such Lender so purchasing any
such Property, upon compliance with the terms of sale, may hold, retain and
dispose of such Property without further accountability.

(b) The receipt by the Administrative Agent, or by any Person
authorized under any judicial proceedings to make any such sale, of the
proceeds of any such sale shall be a sufficient discharge to any purchaser of
the Collateral, or of any part thereof, sold as aforesaid; and no such
purchaser shall be bound to see to the application of such proceeds, or be
bound to inquire as to the authorization, necessity or propriety of any such
sale. In the event that, at any such sale, any Lender is the successful
purchaser, it shall be entitled, for the purpose of making settlement or
payment, to use and apply such Collateral to the Secured Obligations by
crediting thereon the amount apportionable and applicable thereto out of the
net proceeds of such sale.

Section 4.05. Delay or Omission; No Waiver. No course of dealing on the
part of the Administrative Agent or any Lender nor any delay or failure on the
part of the Administrative Agent or any Lender to exercise any right shall
impair such right or operate as a waiver of such right or otherwise prejudice
the Administrative Agent's or such Lender's rights, powers and remedies. No
waiver by the Administrative Agent or any Lender of any Default or Event of
Default, whether such waiver be full or partial, shall extend to or be taken to
affect any subsequent Default or Event of Default, or to impair the rights
resulting therefrom except as may be otherwise expressly provided in this
Agreement. Every right and remedy given by this Agreement, by any other
Facility Document or by law to the Administrative Agent may be exercised from
time to time as often as may be deemed expedient by the Administrative Agent.

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<PAGE> 14

Section 4.06. Restoration of Rights and Remedies. If the Administrative
Agent shall have instituted any proceeding to enforce any right or remedy under
this Agreement or under any other Facility Document and such proceeding shall
have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Administrative Agent, then and in every such case
the Administrative Agent and the Obligors and the Lenders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions under this Agreement and under the other Facility
Documents, and thereafter all rights and remedies of the Administrative Agent
shall continue as though no such proceeding had been instituted.

Section 4.07. Application of Proceeds. The proceeds of any exercise of
rights with respect to the Collateral, or any part thereof, and the proceeds
and the avails of any remedy under this Agreement shall be paid to and applied
in accordance with the provisions of the Credit Agreement. If there is a
deficiency, each Obligor shall, subject always to the other provisions of this
Agreement, remain liable therefor and shall forthwith pay the amount of any
such deficiency to the Administrative Agent.

Section 4.09. Waivers by the Obligors. (a) Each Obligor hereby waives
notice of acceptance of this Agreement and of extensions of credit, loans,
advances or other financial assistance under the Facility Documents or under
any other agreement, note, document or instrument now or at any time or times
hereafter executed by such Obligor and delivered to the Administrative Agent or
any Lender. Each Obligor further waives presentment and demand for payment of
any of the Secured Obligations, protest and notice of dishonor or default with
respect to any of the Secured Obligations, and all other notices to which such
Obligor might otherwise be entitled, except as otherwise expressly provided in
this Agreement or in the other Facility Documents.

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<PAGE> 15

Section 4.10. Consent. Except as may be otherwise provided in section
6.01 of in the other Facility Documents, each Obligor hereby consents that from
time to time, before or after the occurrence or existence of any Event of
Default, with or without notice to or assent from such Obligor, any security at
any time held by or available to the Administrative Agent for any of the
Secured Obligations, or any other security at any time held by or available to
the Administrative Agent for any obligation of any other Person secondarily or
otherwise liable for any of the Secured Obligations, may be exchanged,
surrendered, or released and any of the Secured Obligations may be changed,
altered, renewed, extended, continued, surrendered, compromised, waived or
released, in whole or in part, as the Administrative Agent or any holder
thereof may see fit, and each Obligor shall remain bound under this Agreement
notwithstanding any such exchange, surrender, release, change, alteration,
renewal, extension, continuance, compromise, waiver or release.

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<PAGE> 16

ARTICLE 5. DEFEASANCE

Section 5.01. Satisfaction and Discharge. If the Obligors shall pay and
discharge the entire indebtedness on all Secured Obligations outstanding by
well and truly paying or causing to be paid the principal of, and interest on,
all Secured Obligations outstanding, as and when the same become due and
payable; and if the Obligors shall also pay or cause to be paid all other sums
payable under this Agreement with respect to the Secured Obligations and all
sums payable under any one or more of the other Facility Documents, and fully
and faithfully discharges or causes to be discharged every other obligation
herein or in any other Facility Document contained or otherwise secured by any
of the Facility Documents; and if all Commitments shall have been terminated,
then and in that case all of the right, title and interest of the
Administrative Agent in the Collateral created hereby shall cease and
terminate, and thereupon the Administrative Agent, upon written request of any
Obligor, shall forthwith execute and deliver, without recourse, assignments and
other instruments acknowledging satisfaction and discharging all of the right,
title and interest of the Administrative Agent in the Collateral created hereby
(subject to any disposition thereof that may have been made by the
Administrative Agent pursuant to any of the Facility Documents).

Section 5.02. Disposal of Assets; Release of Lien. So long as no
Default or Event of Default shall exist or be created as a result thereof, if
any Obligor shall sell, lease, transfer or otherwise dispose of its Property in
accordance with the provisions of the Credit Agreement, then the Administrative
Agent, upon payment to it of all amounts then owed to it as fees and expenses
under this Agreement, shall forthwith execute proper instruments releasing the
interests in such Property so disposed of from the Lien of the Administrative
Agent created under this Agreement. So long as no violation of Section 3.05
has occurred, upon the payment in full of any of the Pledged Obligations, the
Administrative Agent, upon payment to it of all amounts then owed to it as fees
and expenses under this Agreement, shall forthwith execute proper instruments
releasing the interests in such Property serving as collateral security for
such Pledged Obligations, as well as any promissory notes evidencing such
Pledged Obligations, from the Lien of the Administrative Agent created under
this Agreement.

ARTICLE 6. MISCELLANEOUS

Section 6.01. Amendments and Waivers .01. Amendments and Waivers".
Except as otherwise expressly provided in this Agreement, any provision of this
Agreement may be amended or modified only by an instrument in writing signed by
the Obligors, the Administrative Agent and the Required Lenders, or by the
Obligors and the Administrative Agent acting with the consent of the Required
Lenders and any provision of this Agreement

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<PAGE> 17

may be waived by the Required Lenders or by the Administrative Agent acting
with the consent of the Required Lenders; provided that no amendment,
modification or waiver shall, unless by an instrument signed by all of the
Lenders or by the Administrative Agent acting with the consent of all of the
Lenders: (a) permit the creation of any Lien with respect to any of the
Collateral that is prior or equal to the Lien of the Administrative Agent; (b)
effect the deprivation of any Lender of the benefit of any Lien upon all or any
part of the Collateral in excess of $500,000; (c) create any priority with
respect to any portion of the Secured Obligations over any other portion with
respect to the Lien upon all or any part of the Collateral; or (d) amend, waive
or modify the definition of Secured Obligations.

Section 6.02. Survival .02. Survival". The obligations of the Obligors
under Section 3.12 or Section 4.02(h) shall survive the repayment of the Loans
and the termination of the Commitments.

Section 6.03. Successors and Assigns .03. Successors and Assigns".
This Agreement shall be binding upon, and shall inure to the benefit of, the
Obligors, the Lenders and their respective successors and assigns.

Section 6.04. Notices .04. Notices". Unless the party to be notified
otherwise notifies the other party in writing as provided in this Section, and
except as otherwise provided in this Agreement, notices shall be given in
writing to the Administrative Agent, to the Lenders and to the Obligors by
ordinary mail, hand delivery, overnight courier or telecopier addressed to such
party at its address on the signature page of the Credit Agreement. Notices
shall be effective: (a) if given by mail, 72 hours after deposit in the mails
with first class postage prepaid, addressed as aforesaid; and (b) if given by
telecopier, when the telecopy is transmitted to the telecopier number as
aforesaid; provided that notices to the Administrative Agent shall be effective
upon receipt.

SECTION 6.05. JURISDICTION; IMMUNITIES .05. JURISDICTION; IMMUNITIES".
(A) EACH OF THE OBLIGORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH
OF THE OBLIGORS HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR
FEDERAL COURT. EACH OF THE OBLIGORS IRREVOCABLY CONSENTS TO THE SERVICE OF ANY
AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF
SUCH PROCESS TO SUCH OBLIGOR AT ITS ADDRESS SPECIFIED IN SECTION 6.04. EACH OF
THE OBLIGORS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY

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<PAGE> 18

OTHER MANNER PROVIDED BY LAW. EACH OF THE OBLIGORS FURTHER WAIVES ANY
OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING
IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. EACH OF THE OBLIGORS
FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE ADMINISTRATIVE
AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN NEW YORK STATE OR UNITED STATES
FEDERAL COURT SITTING IN NEW YORK COUNTY. EACH OF THE OBLIGORS WAIVES ANY
RIGHT THEY MAY HAVE TO JURY TRIAL.

(b) Nothing in this Section 6.05 shall affect the right of the
Administrative Agent or any Lender to serve legal process in any other manner
permitted by law or affect the right of the Administrative Agent or any Lender
to bring any action or proceeding against any Obligor or its property in the
courts of any other jurisdictions.

(c) To the extent that any Obligor has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether
from service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, such
Obligor hereby irrevocably waives such immunity in respect of its obliga- tions
under this Agreement.

Section 6.06. Headings .06. Headings". The headings and captions
hereunder are for convenience only and shall not affect the interpretation or
construction of this Agreement.

Section 6.07. Severability .07. Severability". The provisions of this
Agreement are intended to be severable. If for any reason any provision of
this Agreement shall be held invalid or unenforceable in whole or in part in
any jurisdiction, such provision shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without in any manner
affecting the validity or enforceability thereof in any other jurisdiction or
the remaining provisions hereof in any jurisdiction.

Section 6.08. Counterparts .08. Counterparts". This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any party hereto may execute this
Agreement by signing any such counterpart.

SECTION 6.09. GOVERNING LAW .09. GOVERNING LAW". THIS AGREEMENT SHALL
BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.

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<PAGE> 19

(a) if an Event of Default exists, and to the fullest extent
permitted by applicable law, to transfer any of the Pledged Stock, Pledged
Membership Interests or Pledged Partnership Interests on the books of the
issuer thereof to the name of the Administrative Agent or its nominee, and to
indorse for negotiation its name;

(b) if an Event of Default exists and is continuing, and to the
fullest extent permitted by applicable law, to receive, open and dispose of all
mail addressed to such Obligor relating to the Collateral and remove therefrom
any notes, checks, acceptances, drafts, money orders or other instruments
included in the Collateral, with full power to endorse the name of such Obligor
upon any such notes, checks, acceptances, drafts, money orders, instruments or
other documents relating to the Collateral and to effect the deposit and
collection thereof, and the further right and power to endorse the name of such
Obligor on any document relating to the Collateral;

(c) if an Event of Default exists and is continuing, to sign the
name of such Obligor to drafts against its debtors, to notices to such debtors,
to assignments and notices of assignments, financing statements, continuation
statements or other public records or notices and all other instruments and
documents; and

(d) after a request by the Administrative Agent to take any
action to carry out the provisions of this Agreement, including, without
limitation, the grant of the security interest granted to the Administrative
Agent with respect to the Collateral and the Administrative Agent's rights
created under this Agreement after a request by the Administrative Agent to
take any action, and the failure or refusal of such Obligor to comply with such
request within five (5) days, to do any and all things necessary to take such
action in the name and on behalf of such Obligor.

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<PAGE> 20

Each Obligor agrees, in the absence of willful wrongdoing or gross
negligence, that neither the Administrative Agent nor any of its agents,
designees or attorneys-in-fact will be liable for any acts of commission or
omission, or for any error of judgment or mistake of fact or law with respect
to the exercise of the power of attorney granted under this Section 6.11. The
power of attorney granted under this Section 6.11 is coupled with an interest
and shall be irrevocable so long as any Secured Obligation or Commitment
remains outstanding.

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<PAGE> 21

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.

OBLIGORS:

LCC, L.L.C.

By:
--------------------------------
Name:
Title:

LCC DESIGN SERVICES, L.L.C.

By:
---------------------------------
Name:
Title:

LCC DEVELOPMENT COMPANY, L.L.C.

By:
---------------------------------
Name:
Title:

ADMINISTRATIVE AGENT:

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)

By:
---------------------------------
Name:
Title:

<PAGE> 1
EXHIBIT 10.31

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of July
25 1996, by and among LCC International, Inc., a Delaware corporation (the
"Corporation"), RF Investors, L.L.C., a Delaware limited liability company
("RF Investors"), and MCI Telecommunications Corporation, a Delaware
corporation ("MCI").

WHEREAS, on or about the date hereof, RF Investors has or will become the
owner of shares of Class B Common Stock in connection with transactions
described in the prospectus for the initial public offering (the "Initial
Public Offering") by the Corporation of its Class A Common Stock, registered
under the Securities Act of 1993, as amended, (the "Securities Act") with the
Securities and Exchange Commission (the "SEC").

WHEREAS, upon the exchange of notes held by MCI from the Corporation and
Telcom Ventures, L.L.C. (the "MCI Notes"), MCI will become the owner of shares
of Class A Common Stock.

WHEREAS, as part of the inducement for the parties hereto to enter into
and perform such transactions, the parties hereto have agreed to enter into
this Agreement in order to provide, among other things, for certain
registration rights.

NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
the mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, agree as follows:

1.1 Certain Definitions. The following terms shall have the following
meanings for purposes of this Agreement:

"Class A Common Stock" means the Class A Common Stock, par value $.01 per
share, of the Company.

"Class B Common Stock" means the Class B Common Stock, par value $.01 per
share, of the Company, which stock is convertible into Class A Common Stock on
a share-for-share basis as described in the Company's Certificate of
Incorporation.

"Common Stock" means the Class A Common Stock and the Class B Common
Stock.

"LCC Shareholders" means the RF Investors Shareholders and the MCI
Shareholders.
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"MCI Shareholders" means MCI and any successor or permitted assignee of
any of its rights hereunder that holds Registrable Securities.

"Person" means any natural person, corporation, limited liability
company, partnership, limited partnership, venture, trust, estate,
governmental entity or other entity.

"Registrable Securities" means all shares of Class A Common Stock,
including those issued or issuable upon conversion of Class B Common Stock,
held at the relevant time by an LCC Shareholder, and all shares of Class A
Common Stock issued or issusable upon exchange of the MCI Notes, and any other
issued or issuable shares of Class A Common Stock held by an LCC Shareholder
at the relevant time, either at the time of initial issuance or subsequently,
by way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or other reorganization.
As to any particular Registrable Securities, such securities will cease to be
Registrable Securities when they have been transferred in a public offering
registered under the Securities Act or in a sale made through a broker, dealer
or market-maker pursuant to Rule 144 promulgated under the Securities Act.
For purposes of this Agreement, an LCC Shareholder will be deemed to be a
holder of Registrable Securities whenever such LCC Shareholder has the right
to acquire directly or indirectly such Registrable Securities (upon conversion
or exercise in connection with a transfer of securities or otherwise, but
disregarding any restrictions or limitations upon the exercise of such right),
whether or not such acquisition has actually been effected.

"RF Investors Shareholders" means RF Investors and any successor or
permitted assignee of any of its rights hereunder that holds Registrable
Securities.

1.2 Demand Registration.

(a) At any time after the date hereof, if the Corporation shall receive
from one or more LCC Shareholders a written request (a "Registration Request")
that the Corporation effect a registration of all or a portion of its
Registrable Securities, the reasonably anticipated aggregate gross proceeds of
which will exceed $5,000,000, then the Corporation shall use its best efforts
to register as soon as practicable under the Securities Act for public sale in
accordance with the method of disposition specified in the Registration
Request, the number of shares of Registrable Securities specified in the
Registration Request. The Corporation shall be obligated only to register
Registrable Securities pursuant to this Section 1.2 on a total of three (3)
occasions for the MCI Shareholders and on a total of three (3) occasions for
the RF Investors Shareholders; provided, however, that such obligation shall
be deemed satisfied only when a registration statement covering at least 85%
of all shares of Registrable Securities specified in the Registration Request
shall have become effective (unless such LCC Shareholder has withdrawn such
request, in which case such registration requested to be withdrawn

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shall not be counted in determining whether the Corporation's obligation to
effect three (3) registrations for the MCI Shareholders or the RF Investors
Shareholders, as applicable, has been fulfilled) and such registration
statement shall have been continuously effective for 120 days or until all
shares covered thereby have been sold, if earlier. Within ten days after
receipt of any request pursuant to this Section 1.2(a), the Corporation will
give written notice of such requested demand registration to all other LCC
Shareholders and, subject to Section 1.2(c)(i), will include in any such
registration all Registrable Securities with respect to which the Corporation
has received written requests for inclusion therein within 15 days after the
date of the Corporation's notice is given.

(b) Except for registration statements on Forms S-4, S-8 (or Form S-3 if
such registration covers an offering of the type contemplated by Form S-8) or
any successor forms thereto, the Corporation will not file with the SEC any
other registration statement with respect to its Common Stock or other equity
security, whether for its own account or that of others, from the date of
receipt of a Registration Request until the completion of the period of
distribution of the registration contemplated thereby.

(c) If an LCC Shareholder intends to distribute Registrable Securities
by means of an underwriting, it shall so advise the Corporation in the
Registration Request. The right of an LCC Shareholder to registration
pursuant to this Section 1.2 shall be conditioned upon such LCC Shareholder's
participation in such underwriting and the inclusion of such LCC Shareholder's
Registrable Securities in the underwriting to the extent requested. The
Corporation shall (together with each selling LCC Shareholder) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected by the requesting selling LCC Shareholder (or by the MCI
Shareholders, if both MCI Shareholders and RF Investors Shareholders have
delivered a Registration Request and intend to participate in the
underwriting), subject to the approval of the Corporation (and RF Investors
Shareholders, if RF Investors Shareholders intend to participate in the
underwriting), which approval shall not be unreasonably withheld. The
following provisions shall apply to such underwriting:

(i) Notwithstanding any other provision of this Section
1.2, if the managing underwriter determines that marketing factors
require a limitation of the number of shares to be underwritten and so
advises the Corporation in writing, then the Corporation shall so advise
the selling LCC Shareholder(s) and the Corporation shall include in such
registration (A) first, the maximum amount of Registrable Securities
requested to be included therein by the LCC Shareholders who delivered
the Registration Request, pro rata among such LCC Shareholders on the
basis of the amount of Registrable Securities requested to be included in
such registration by each such LCC Shareholder and (B) second, the
maximum amount of Registrable Securities requested to be included therein
by the LCC Shareholders who did not

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deliver the Registration Request, pro rata among such LCC Shareholders on
the basis of the amount of Registrable Securities requested to be
included in such registration by each such LCC Shareholder. No
Registrable Securities excluded from the underwriting by reason of the
managing underwriter's marketing limitation shall be included in such
registration.

(ii) If a selling LCC Shareholder disapproves of the terms
of the underwriting, it may elect to withdraw therefrom by written notice
to the Corporation and the underwriter. The Registrable Securities so
withdrawn from such underwriting shall also be withdrawn from such
registration.

(iii) If the managing underwriter has not limited the number
of shares of Registrable Securities to be underwritten, the Corporation
may include shares of Registrable Securities for its own account or the
account of others in such registration if the managing underwriter so
agrees and if the number of shares of Registrable Securities which would
otherwise have been included in such registration and underwriting will
not thereby be limited.

(d) If the Corporation shall furnish to each selling LCC
Shareholder a certificate signed by the President of the Corporation stating
that, in the good faith judgment of the Board of Directors of the Corporation
after consultation with such selling LCC Shareholder(s), it would be seriously
detrimental to the Corporation for such registration statement to be filed on
or before the date filing would be required and it is therefore essential to
defer the filing of such registration statement, then the Corporation may
direct that such request for registration be delayed for a period not in
excess of 90 days, such right to delay a request to be exercised by the
Corporation not more than once in any one-year period.

1.3 Piggy-Back Registration Rights.

(a) If the Corporation proposes to register any shares of its
Common Stock under the Securities Act whether for its own account or for the
account of other security holders or both on any form other than S-8, S-4 (or
Form S-3 if such registration covers an offering of the type contemplated by
Form S-8) or any successor forms, the Corporation will give prompt written
notice (a "Registration Notice") to the LCC Shareholders of its intention so
to register such shares of Common Stock. Each LCC Shareholder may, within 30
days after the receipt of the Registration Notice, notify the Corporation in
writing of the number of shares of Registrable Securities, if any, that such
LCC Shareholder desires to have included in such registration, and the
Corporation shall use its best efforts to cause such shares of Registrable
Securities to be included in such registration.

(b) The Corporation shall not be required to include such shares of
Registrable Securities of an LCC Shareholder in any such registration if and
to the extent that, in the opinion of the managing underwriter for such
offering, the inclusion of such shares of Registrable Securities would
adversely affect the

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marketing of such proposed offering or if such LCC Shareholder has not agreed
to enter into an underwriting agreement in customary form with the
underwriters and to refrain from selling any additional shares of Registrable
Securities for such reasonable period following the effective date of the
offering as such managing underwriter may request. If the number of shares of
Registrable Securities to be offered by a selling LCC Shareholder is so
reduced (but such selling LCC Shareholder is permitted to include some shares
of Registrable Securities in such registration), then the shares that may be
included by such selling LCC Shareholder in such registration shall be limited
accordingly. If more than one LCC Shareholder has requested to participate in
the registration, the number of shares of Common Stock that may be included in
such registration shall be limited pro rata, based on the number of shares
requested by each selling LCC Shareholder to be included in such registration.

1.4 Registration Procedures.

If and whenever the Corporation is required to use its best efforts
to effect or cause the registration of any shares under the Securities Act as
provided in this Agreement, the Corporation shall, as expeditiously as
possible:

(a) use its best efforts to prepare and file with the SEC within 90
days after receipt of a Registration Request for registration with respect to
such shares, a registration statement on any form for which the Corporation
then qualifies or which counsel for the Corporation shall deem appropriate and
which form shall be available for the sale of the shares in accordance with
the intended methods of distribution thereof, and use its best efforts to
cause such registration statement to become effective; provided that before
filing with the SEC a registration statement or prospectus or any amendments
or supplements thereto, the Corporation will (i) furnish to one counsel
selected by the selling MCI Shareholders and one counsel selected by the
selling RF Investors Shareholders copies of all such documents proposed to be
filed, which documents will be subject to the review of such counsel and (ii)
notify each selling LCC Shareholder of any stop order issued or threatened by
the SEC and take all reasonable actions required to prevent the entry of such
stop order or to remove it if entered;

(b) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period
of not less than 120 days or such shorter period which will terminate when all
shares covered by such registration statement have been sold (but not before
the expiration of the applicable prospectus delivery period referred to in
Section 4(3) of the Securities Act and Rule 174, or any successor thereto,
thereunder, if applicable), and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement during such period in

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accordance with the intended methods of disposition by the selling LCC
Shareholder(s) set forth in such registration statement;

(c) furnish to each selling LCC Shareholder and each underwriter,
if any, of shares covered by such registration statement such number of copies
of such registration statement, each amendment and supplement thereto (in each
case including all exhibits thereto), and the prospectus included in such
registration statement (including each preliminary prospectus), in conformity
with the requirements of the Securities Act, and such other documents as a
selling LCC Shareholder may reasonably request in order to facilitate the
disposition of the shares owned by such selling LCC Shareholder;

(d) use its best efforts to register or qualify such shares under
such other state securities or "blue sky" laws of such jurisdictions as the
selling LCC Shareholder(s), and each underwriter, if any, of shares covered by
such registration statement reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable each
selling LCC Shareholder and each underwriter, if any, to consummate the
disposition in such jurisdictions of the shares owned by such selling LCC
Shareholder; provided that the Corporation will not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph (d), (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction;

(e) use its best efforts to cause the shares covered by such
registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Corporation to enable each selling LCC
Shareholder to consummate the disposition of such shares;

(f) immediately notify each selling LCC Shareholder during any time
when a Registration Statement is effective under the Securities Act of the
happening of any event which comes to the Corporation's attention if as a
result of such event the prospectus included in such registration statement
contains any untrue statement of a material fact or omits to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and the Corporation
will promptly prepare and furnish to each selling LCC Shareholder and file
with the SEC a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such shares, such prospectus will
not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

(g) enter into such customary agreements (including an underwriting
agreement in customary form) and take all such other actions as each

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selling LCC Shareholder or the underwriters, if any, reasonably request in
order to expedite or facilitate the disposition of such shares, including
customary indemnification;

(h) make available for inspection by the selling LCC
Shareholder(s), any underwriter participating in any disposition pursuant to
such registration statement, and any attorney, accountant or other agent
retained by such selling LCC Shareholder(s) or the underwriters, all financial
and other records, pertinent corporate documents and properties of the
Corporation and its subsidiaries, if any, as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Corporation's and its subsidiaries' officers, directors and employees to
supply all information and respond to all inquiries reasonably requested by
any such Person in connection with such registration statement;

(i) use its best efforts to obtain a "cold comfort" letter from the
Corporation's independent public accountants in customary form and covering
such matters of the type customarily covered by "cold comfort" letters as the
selling LCC Shareholder(s) or the underwriter reasonably request; and

(j) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make generally available to its security
holders, as soon as reasonably practicable, an earnings statement covering a
period of at least twelve months, beginning with the first fiscal quarter
ending after the effective date of the registration statement (as the term
"effective date" is defined in Rule 158(c) under the Securities Act), which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.

1.5 Duties of an LCC Shareholder in Connection with Registration.

(a) It shall be a condition precedent to the obligation of the
Corporation to take any action pursuant to this Agreement in respect of the
securities which are to be registered at the request of an LCC Shareholder
that each such LCC Shareholder shall furnish to the Corporation such
information regarding the securities held by such LCC Shareholder and any
intended method of disposition thereof as the Corporation shall reasonably
request and as shall be required in connection with the action taken by the
Corporation.

(b) Each LCC Shareholder agrees that, upon receipt of any notice
from the Corporation of the happening of any event of the kind described in
Section 1.4(f) hereof, a selling LCC Shareholder will forthwith discontinue
disposition of shares pursuant to the registration statement covering such
shares until such selling LCC Shareholder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 1.4(f) hereof, and,
if so directed by the Corporation, such selling LCC Shareholder will deliver
to the Corporation (at the Corporation's expense) all copies (including,
without limitation, any and all drafts), other than permanent file copies,
then in such selling LCC Shareholder's

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possession, of the prospectus covering such shares current at the time of
receipt of such notice. In the event the Corporation shall give any such
notice, the period mentioned in Section 1.4(b) hereof shall be extended by the
greater of (i) three months or (ii) the number of days during the period from
and including the date of the giving of such notice pursuant to Section 1.4(f)
hereof to and including the date when such selling LCC Shareholder shall have
received the copies of the supplemented or amended prospectus contemplated by
Section 1.4(f) hereof.

1.6 Expenses. The Corporation shall, whether or not any
registration statement pursuant to this Agreement shall become effective under
the Securities Act, pay all expenses incident to its performance of or
compliance with this Agreement, including without limitation, all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, fees and
disbursements of counsel for the Corporation and all independent public
accountants (including the expenses of any audit or "cold comfort" letter) and
other Persons retained by the Corporation, the reasonable fees and
disbursements of one counsel retained by the MCI Shareholders and one counsel
retained by the RF Investors Shareholders and any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities (excluding
underwriting commissions and discounts). In all cases, any allocation of
Corporation personnel or other general overhead expenses of the Corporation or
other expenses for the preparation of financial statements or other data
normally prepared by the Corporation in the ordinary course of its business
shall be borne by the Corporation.

1.7 Indemnification and Contribution.

(a) By the Corporation. In the case of each registration effected
by the Corporation, the Corporation will indemnify and hold harmless each LCC
Shareholder, its officers and directors, if any, each underwriter of the
shares of Common Stock registered and each Person who controls each LCC
Shareholder and any such underwriter within the meaning of Section 15 of the
Securities Act against any and all losses, claims, damages or liabilities to
which they or any of them may become subject under the Securities Act or any
other statute or law, including any amount paid in settlement of any
litigation, commenced or threatened, if such settlement is effected with the
consent of the Corporation, and to reimburse them for any legal or other
expenses incurred by them in connection with investigating any claims and
defending any actions (subject to Section 1.7(c) below), insofar as any such
losses, claims, damages, liabilities or actions arise out of or are based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, or any post-effective amendment
thereof, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, if used before the
effective date of such registration

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statement, or contained in the prospectus (as amended or supplemented if the
Corporation files any amendment thereof or supplement thereto with the SEC),
if used within the period during which the Corporation is required to keep the
registration statement to which such prospectus relates current pursuant to
the terms hereof, or the omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided,
however, that the indemnification provisions contained in this Section 1.7(a)
shall not (A) apply to such losses, claims, damages, liabilities or actions
arising out of, based upon, any such untrue statement or alleged untrue
statement, or any such omission was made in reliance upon and in conformity
with information furnished in writing to the Corporation by such LLC
Shareholder (or such underwriter) for use in connection with the preparation
of the registration statement or any preliminary prospectus or prospectus
amendment thereof or supplement thereto, or (B) inure to the benefit of any
underwriter from whom the Person asserting any such losses, claims, damages,
expenses, or liabilities purchased the shares of Common Stock which are the
subject thereof or to the benefit of any Person controlling such underwriter,
if such underwriter failed to send or give a copy of the prospectus or any
amendment thereof or supplement thereto to such Person at or before the
written confirmation of the sale of such shares of Common Stock to such
Person.

(b) By the LCC Shareholders. In the case of each registration
effected by the Corporation, each LCC Shareholder shall agree, in the same
manner and to the same extent as set forth in Section 1.7(a), to indemnify and
hold harmless the Corporation, each Person, if any, who controls the
Corporation within the meaning of Section 15 of the Securities Act, and their
directors and officers, with respect to any statement in or omission from such
registration statement or any post effective amendment thereof or any
preliminary prospectus or prospectus (as amended or supplemented if amended or
supplemented as aforesaid) contained in such registration statement, if such
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Corporation by such LCC Shareholder
for use in connection with the registration statement or any post-effective
amendment thereof or any preliminary prospectus or prospectus contained in
such registration statement or any such amendment thereof or supplement
thereto.

(c) General. Each party entitled to indemnity under this Section
1.7 (the "indemnified party") will, promptly after the receipt of notice of a
claim, a threat of litigation or the commencement of any action against such
indemnified party in respect of which indemnity may be sought from any other
party (the "indemnifying party") on account of an indemnity

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agreement contained in this Section 1.7, notify the indemnifying party in
writing of the commencement thereof. The failure of any indemnified party so
to notify an indemnifying party of such action shall relieve the indemnifying
party from any liability in respect of such action that it may have to such
indemnified party on account of the indemnity agreement contained in this
Section 1.7, unless such indemnified party can establish that the indemnifying
party has not been materially prejudiced in its ability to defend against or
settle such action by such failure. In addition, any failure to give such
notice shall not relieve the indemnifying party from any other liability that
it may have to such indemnified party. Notice given within ten days of
commencement of the action shall be conclusively presumed not to adversely
affect the indemnifying party's ability to defend or settle the action. In
case any such action is brought against any indemnified party and such
indemnified party notifies an indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and to the
extent it may wish, jointly with any other indemnifying party similarly
notified, to assure the defense thereof with counsel reasonably satisfactory
to such indemnified party and, after notice from the indemnifying party to
such indemnified party of the indemnified party's election so to assume the
defense thereof and acknowledgment in writing by the indemnifying party that
the claim in question is one for which the indemnifying party is obligated to
indemnify the indemnified party, the indemnifying party will not be liable to
such indemnified party for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation made at the request of the indemnifying
party; provided, however, that if such indemnified party has a reasonable
basis to believe, and does believe, that its interests in such action conflict
with those of the indemnifying party, the indemnified party may so notify such
indemnifying party and the indemnifying party will remain liable to such
indemnified party for all fees, costs and expenses incurred by such
indemnified party in retaining one separate counsel to participate in the
defense of such action.

(d) Contribution. To provide for contribution in circumstances in
which the indemnification provided for in this Section 1.7 is for any reason
held to be unavailable from the LCC Shareholders or the Corporation, each LCC
Shareholder and the Corporation shall contribute to the aggregate losses,
claims, damages, liabilities and expenses of the nature contemplated by such
indemnification provisions (including any investigation, legal and other
expenses incurred in connection with, and any amount paid in settlement of,
any action, suit or proceeding or any claims asserted, but after deducting any
contribution received by such LCC Shareholder or the Corporation, including
from Persons who control the Corporation within the meaning of Section 15 of
the Securities Act, officers of the Corporation who signed the registration
statement and directors of the Corporation, who may also be liable for
contribution) to which the LCC Shareholders and the Corporation may be
subject, in such proportions as are appropriate to reflect the relative fault
of each LCC Shareholder and the Corporation in connection with the statement
or omissions which resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state

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a material fact relates to information supplied by such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 1.7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 1.7(d).
Notwithstanding the foregoing provisions of this Section 1.7(d), no Person
guilty of fraudulent misrepresentation (within the meaning of Section 11 of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. For purposes of this Section
1.7(d), each Person, if any, who controls an LCC Shareholder or the
Corporation within the meaning of Section 15 of the Securities Act, each
officer of the Corporation who shall have signed the registration statement
and each director of an LCC Shareholder or the Corporation shall have the same
rights to contribution as the LCC Shareholders or the Corporation subject in
each case to the provisions of the preceding sentence. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect to which a claim for
contribution may be made against another party or parties under this Section
1.7(d), notify such party from whom contribution may be sought, and such
notice shall be a condition precedent to the other party's liability under
this Section 1.7(d) or otherwise.

1.8 Holdback Agreements. If any registration pursuant to this
Agreement shall be in connection with an underwritten offering, each LCC
Shareholder agrees, if so requested in writing by the Corporation, not to
effect any sale or distribution, including any private placement or any sale
pursuant to Rule 144, or any successor provision, promulgated under the
Securities Act, of any equity security of the Corporation or of any security
convertible into or exchangeable or exercisable for any equity security of the
Corporation (in each case, other than as part of such underwritten offering)
during the seven days prior to, and during the 90 day period which begins on,
the effective date of such registration statement (except as part of such
registration).

1.9. Transfer of Registration Rights; Successors and Assigns. Each
LCC Shareholder may transfer or assign its rights hereunder, in whole or in
part, but only to a purchaser or other transferee of its Registrable
Securities. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties. If any LCC
Shareholder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be entitled to receive the benefits
hereof and shall be conclusively deemed to have agreed to be bound by all of
the terms and provisions hereof.

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1.10 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given without the written consent of the Company and the LCC
Shareholders.

1.11. Other Registration Rights. The Corporation will not grant
to any Persons the right to request the Corporation to register any equity
securities of the Corporation, or any securities convertible or exchangeable
into or exercisable for such securities, which are more favorable to such
Persons than the rights granted to the LCC Shareholders hereunder without the
prior written consent of the LCC Shareholders, unless the Corporation agrees
to amend this Agreement to grant such more favorable rights to the LCC
Shareholders, in lieu of the rights granted hereunder.

1.12 Notices. All notices and other communications (collectively,
"notices") provided for or permitted to be given under this Agreement shall be
in writing and shall be given by depositing the notice in the United States
mail, addressed to the party to be notified, postage paid and registered or
certified with return receipt requested, or by such notice being delivered in
person or by facsimile communication to such party. Unless otherwise
expressly set forth herein, notices given or served pursuant hereto shall be
effective upon receipt by the party to be notified. All notices to be sent to
a party hereto shall be sent to or made at the address set forth below, or
such other address as that party may specify by notice to the other parties.

(a) if to the Company:

LCC International, Inc.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Telephone: (703) 351-6666
Telecopier: (703) 243-4960
Attention: President

(b) if to RF Investors:

RF Investors, L.L.C.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Telephone: (703) 351-6666
Telecopier: (703) 243-4960
Attention: President

- 12 -
<PAGE> 13
(c) if to MCI:

MCI Telecommunications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Telephone: (202) 887-2375
Telecopier: (202) 887-2390
Attention: Chief Technology Officer
cc: General Counsel
Telephone: (202) 887-2016
Telecopier: (202) 887-2195

With a copy to (which shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson
Suite 800
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Telephone: (202) 639-7000
Telecopier: (202) 639-7003
Attention: Andrew P. Varney, Esq.

1.13 Severability. If any provision of this Agreement or the
application thereof to any party or circumstance is held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of that provision to other parties or circumstances is not
affected thereby, and that provision shall be enforced to the greatest extent
permitted by law.

1.14 Further Assurances. In connection with this Agreement and the
transactions contemplated hereby, each party hereto shall execute and deliver
any additional documents and instruments and perform any additional acts that
may be necessary or appropriate to effectuate and perform the provisions of
this Agreement and those transactions.

1.15 Counterparts. This Agreement may be executed in multiple
counterparts with the same effect as if both signing parties had signed the
same document. All counterparts shall be construed together and constitute
the same instrument.

1.16 Headings. The headings in this Agreement are for convenience
reference only and shall not limit or otherwise affect the meaning hereof.

1.17 Governing Law. This Agreement is governed by and shall be
construed in accordance with the law of the State of Delaware, excluding any
conflict-of-law rules or principle that might refer the governance or
construction of this Agreement to the law of another jurisdiction.

- 13 -
<PAGE> 14
1.18 Specific Performance. The parties hereto acknowledge that
there would be no adequate remedy at law if any party fails to perform any of
its obligations hereunder, and accordingly agree that each party, in addition
to any other remedy to which it may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of any other party
under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any State thereof having
jurisdiction.

1.19 Binding Effect; No Third-Party Beneficiaries. This Agreement
is binding on and inures to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns. Nothing in
this Agreement shall provide any benefit to any third party or entitle any
third party to any claim, cause of action, remedy or right of any kind, it
being the intent of the parties that this Agreement shall not be construed as
a third-party beneficiary contract.

1.20 Waivers and Modifications. Any waiver or consent, express,
implied or deemed, to or of any breach or default by any party hereto in the
performance by that party of its obligations hereunder or any action
inconsistent with this Agreement is not a waiver of or consent to any other
breach or default in the performance by that party of the same or any other
obligations of that party hereunder or any other such action. Failure on the
part of a party to complain of any act of any party or to declare any party in
default hereunder, irrespective of how long that failure continues, does not
constitute a waiver by that party of its rights with respect to that default
until the applicable statute-of-limitations period has run.

1.21 Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto and supersedes any and all prior contracts,
understandings, negotiations and agreements with respect to the subject matter
hereof, whether oral or written.

1.22 Effectiveness. This Agreement shall become effective upon the
later to occur of the merger of LCC, L.L.C., a Delaware limited liability
company, with and into the Corporation and the Initial Public Offering.

- 14 -
<PAGE> 15
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or caused this Agreement to be duly executed on its behalf, as of
the date first written above.

LCC INTERNATIONAL, INC.

By: /s/ Piyush Sodha
--------------------------------
Name:
-------------------------
Title:
------------------------

RF INVESTORS, L.L.C.

By: /s/ Rajendra Singh
-------------------------------
Name:
------------------------
Title:
-----------------------

MCI TELECOMMUNICATIONS
CORPORATION

By: /s/ Douglas L. Maine
-----------------------------
Name: Douglas L. Maine
Title: Chief Financial Officer & E.V.P.

- 15 -

<PAGE> 1
EXHIBIT 10.36

AMENDED AND RESTATED

SECURITYHOLDERS AGREEMENT

AMONG

TELCOM VENTURES, L.L.C.,

LCC, INCORPORATED,

TC GROUP, L.L.C.

LCC, L.L.C.

AND

MCI TELECOMMUNICATIONS CORPORATION

DATED AS OF JULY 25, 1996
<PAGE> 2
THIS AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this "Agreement") is
made and entered into as of July 25, 1996, by and among Telcom Ventures,
L.L.C., a Delaware limited liability company ("Telcom"), LCC, Incorporated, a
Kansas corporation ("LCC"), TC Group, L.L.C., a Delaware limited liability
company ("TC Group"), LCC, L.L.C., a Delaware limited liability company (the
"Company"), and MCI Telecommunications Corporation, a Delaware corporation
("Investor").

WHEREAS, Telcom, LCC and TC Group own a 99%, .75% and .25% Membership
Interest, respectively, in the Company;

WHEREAS, pursuant to the terms of a Note Purchase Agreement dated as of
June 27, 1994 among the Company, Telcom and Investor, Investor purchased from
the Company that certain Subordinated Note Due 2000 of the Company in the
principal amount of $20,000,000 (the "LCC Note") and Investor purchased from
Telcom that certain Subordinated Note Due 2000 of Telcom in the principal
amount of $30,000,000 (the "Telcom Note" and, collectively with the LCC Note,
the "Notes") and concurrently therewith entered into a Securityholders
Agreement (the "June 27, 1994 Securityholders Agreement");

WHEREAS, the LCC Note may be exchanged on the terms and conditions set
forth therein for an 8% Membership Interest in the Company (subject to
adjustment as provided therein) and the Telcom Note may be exchanged on the
terms and conditions set forth therein for that portion of the Membership
Interest in the Company held by Telcom which, together with the 8% Membership
Interest issuable upon exchange of the LCC Note, would aggregate a 20%
(subject to adjustment as provided therein) Membership Interest (as defined
below) in the Company; and

WHEREAS, the Members Committee (as defined below) has determined to
commence an Initial Public Offering (as defined below) and, in connection
therewith, to effect an incorporation transaction in the form of a merger of
the Company into LCC International, Inc., a newly-formed Delaware corporation
and wholly-owned subsidiary of the Company ("LCC International"), with LCC
International as the surviving entity (the "Merger");

WHEREAS, the parties hereto have deemed that it is desirable for the
Company to proceed with an Initial Public Offering and the Merger;

WHEREAS, in connection with the Initial Public Offering and the Merger,
the parties hereto wish to amend and restate the June 27, 1994 Securityholders
Agreement in its entirety to set forth their agreement as to, among other
things, certain matters in connection with the exchange of the Notes,
including the shares of stock of LCC International to be received upon
exchange of the Notes;
<PAGE> 3
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises, covenants and agreements hereinafter set forth, the parties hereto
hereby agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1 DEFINITIONS. As used herein, the following terms have the
following respective meanings set forth below or set forth in the provision
following such term:

AFFILIATE - (a) with respect to any Person who is a natural person, (i)
each Entity that such Person controls and (ii) each member of such Person's
immediate family and (b)with respect to any Entity, (i) each Entity that such
Entity controls, (ii) each Person that controls such Entity and (iii) each
Entity that is under common control with such Entity. For the purposes of the
preceding sentence, the term "control" shall mean the possession, directly or
indirectly, through one or more intermediaries in the case of any Person, of
the power or authority, through ownership of voting securities, by Contract or
otherwise, to control the management, activities or policies of the Entity.

AGREEMENT - This Amended and Restated Securityholders Agreement.

AGREEMENT OF MERGER - the Agreement of Merger to be entered into between
the Company and LCC International substantially in the form of Exhibit A
hereto.

BUSINESS DAY - any day other than a Saturday, Sunday or a holiday on
which national banking associations in New York City are required or permitted
by law to be closed.

CLASS A COMMON STOCK - means Class A Common Stock, par value $.01 per
share of LCC International.

COMPANY - LCC, L.L.C., a Delaware limited liability company.

CONTRACT - any contract, agreement, lease, license, easement, servitude,
right-of-way, mortgage, bond, note or other instrument.

ENTITY - any corporation, limited liability company, partnership, limited
partnership, venture, trust, estate, governmental entity or other entity.

GUARANTY - the Guaranty made and entered into by the Company as of June
27, 1994 to and for the benefit of MCI with respect to the Telcom Note.

HSR ACT - Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.

2
<PAGE> 4
INITIAL PUBLIC OFFERING - the initial underwritten public offering of the
Class A Common Stock of LCC International pursuant to the Registration
Statement.

INVESTOR - MCI Telecommunications Corporation, a Delaware corporation.

JUNE 24, 1994 SECURITYHOLDERS AGREEMENT - the Securityholders Agreement
dated June 24, 1994, by and among the parties hereto.

LCC - LCC Incorporated, a Kansas corporation.

LCC INTERNATIONAL - LCC International, Inc., a Delaware corporation.

LCC NOTE - the Subordinated Note Due 2000 of the Company in the principal
amount of $20,000,000 issued by the Company to Investor pursuant to the Note
Purchase Agreement.

MCI - MCI Communications Corporation, a Delaware corporation.

MEMBERS COMMITTEE - the Members Committee of the Company established
pursuant to the Limited Liability Company Agreement of the Company.

MEMBERSHIP INTEREST - a limited liability interest in the Company,
including rights to distributions, liquidating or otherwise), allocations,
information and to consent or approve.

MERGER - An incorporation transaction of the Company into LCC
International, Inc., a newly-formed Delaware corporation and wholly-owned
subsidiary of the Company, with LCC International as the surviving entity.

NOTE PURCHASE AGREEMENT - the Note Purchase Agreement dated as of
June 27, 1994 among Telcom, the Company and Investor.

NOTES - the LCC Note and the Telcom Note.

NOTE AMENDMENT AGREEMENT - An agreement, dated the date hereof, between
each of MCI and Telcom and MCI and the Company with respect to an amendment of
the Telcom Note or the LCC Note, respectively.

notices - All notices or other communications provided for or permitted
to be given under this Agreement.

PERSON - any natural person or Entity.

REGISTRATION RIGHTS AGREEMENT- the Registration Rights Agreement, dated
the date hereof, by and among LCC International, MCI and RF Investors, L.L.C.

3
<PAGE> 5
REGISTRATION STATEMENT - Registration Statement No. 333-6067 filed by LCC
International with the Securities and Exchange Commission on June 14, 1996, as
amended.

RF INVESTORS - RF Investors, L.L.C., a Delaware limited liability
company.

TC GROUP - TC Group, L.L.C., a Delaware limited liability company.

TELCOM - Telcom Ventures, L.L.C., a Delaware limited liability company.

TELCOM NOTE - the Subordinated Note Due 2000 of Telcom in the principal
amount of $30,000,000 issued by Telcom to Investor pursuant to the Note
Purchase Agreement.

TELCOM PARTIES - Telcom, LCC and TC Group.

ARTICLE II
EFFECTIVE DATE

2.1 EFFECTIVE DATE. This Agreement shall become effective on the
effectiveness of the filing of a Certificate of Merger with respect to the
Merger with the Secretary of State of the State of Delaware, provided,
however, that at any time following the effectiveness of the Registration
Statement and in connection with the Merger, Telcom and LCC International may
exercise their rights under Section 4.1. It is further understood that if
Telcom and LCC International exercise such rights in accordance with the
foregoing sentence, no amounts will be payable to or by MCI under Section 3.2
of the June 24, 1994 Securityholders Agreement in connection therewith and
provided further that the provisions of Section 5.5 shall be effective as of
the date hereof.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

SECTION 3.1 REPRESENTATIONS AND WARRANTIES OF TELCOM, LCC, TC GROUP
AND THE COMPANY. Each of the Telcom Parties and the Company hereby represents
and warrants to Investor as follows (provided that each such entity makes the
following representations and warranties with respect to itself only):

(a) Organization. Such entity is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its formation or
incorporation, as the case may be, and has all requisite limited liability
company or corporate power and authority, as the case may be, to own, lease
and operate its assets and to carry on its business as currently being
conducted.

4
<PAGE> 6
(b) Authority; Enforceability. Such entity has all requisite power and
authority to execute and deliver this Agreement and to carry out its
obligations hereunder. The execution and delivery by such entity of this
Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary limited liability company or corporate
action by such entity, as the case may be, and no other proceeding on the part
of such entity is necessary to authorize the execution and delivery of this
Agreement or the transactions contemplated hereby. This Agreement, when
executed and delivered by each of the parties hereto, will be a legal, valid
and binding obligation of such entity, enforceable against it in accordance
with its terms, except as the enforcement thereof may be limited by
bankruptcy, moratorium, insolvency and other laws of general application
relating to creditors' rights or general principles of equity.

(c) No Consent. Except for consents and filings that if not obtained or
made would not in the aggregate have a material adverse effect on the
business, operations or financial condition of such entity, no consent of or
by, or filing with, any Person is required with respect to the execution,
delivery, validity and enforceability of this Agreement by such entity or the
consummation by such entity of the transactions provided for hereby, other
than consents which have been obtained or will be obtained prior to the
Merger.

(d) No Breach. The execution, delivery and performance by such entity
of this Agreement and the consummation of the transactions contemplated hereby
will not: (i) violate any provision of the Certificate of Formation, Limited
Liability Company Agreement, Articles of Incorporation or other organizational
document of such entity; (ii) subject to the receipt of the consents referred
to in Section 2.1(c) above, violate, conflict with or result in the breach or
termination of, or otherwise give any other Person the right to terminate, or
constitute a default, or an event of default (by way of substitution, novation
or otherwise) or an event that with notice, lapse of time or both, would
constitute a default or event of default under the terms of, any Contract to
which such entity is a party, except for such occurrences that would not in
the aggregate have a material adverse effect on the business, operations or
financial condition of such entity; (iii) result in the creation of any lien
upon any of the assets of such entity, except such liens which would not
result in a material adverse effect on the business, operations or financial
condition of such entity; or (iv) except for violations that would not have a
material adverse effect on the business, operations or financial condition of
such entity, constitute a violation by such entity of any legal requirement.

SECTION 3.2 REPRESENTATIONS AND WARRANTIES OF INVESTOR. Investor
hereby represents and warrants to each of the Telcom Parties and the Company
as follows:

(a) Organization. Investor is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and has
all requisite

5
<PAGE> 7
corporate power and authority to own, lease and operate its assets and to
carry on its business as currently being conducted.

(b) Authority; Enforceability. Investor has all requisite power and
authority to execute and deliver this Agreement and to carry out its
obligations hereunder. The execution and delivery by Investor of this
Agreement and the consummation of the transactions provided for hereby have
been duly authorized by all necessary corporate action by Investor and no
other proceeding on the part of Investor is necessary to authorize the
execution and delivery of this Agreement or the transactions provided for
hereby. This Agreement, when executed and delivered by each of the parties
hereto, will be a legal, valid and binding obligation of Investor, enforceable
against it in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, moratorium, insolvency and other laws of general
application relating to creditors' rights or general principles of equity.

(c) No Consent. No consent of or by, or filing with, any Person is
required with respect to the execution, delivery, validity and enforceability
of this Agreement by Investor or the consummation by Investor of the
transactions provided for hereby.

(d) No Breach. The execution, delivery and performance by Investor of
this Agreement and the consummation of the transactions contemplated hereby
will not: (i) violate any provision of the Certificate of Incorporation or
other organizational document of Investor; (ii) violate, conflict with or
result in the breach or termination of, or otherwise give any other Person the
right to terminate, or constitute a default, or an event of default (by way of
substitution, novation or otherwise) or an event that with notice, lapse of
time or both, would constitute a default or event of default under the terms
of, any Contract to which Investor is a party, except for such occurrences
that would not in the aggregate have a material adverse effect on the
business, operations or financial condition of Investor; (iii) result in the
creation of any lien upon any of the assets of Investor; or (iv) constitute a
violation by Investor of any legal requirement, except for violations that
would not have a material adverse effect on the business or financial
condition of Investor.

ARTICLE IV
CERTAIN MATTERS RELATING TO EXCHANGE OF NOTE

SECTION 4.1 ASSIGNMENT OF TELCOM NOTE. At the option of Telcom and LCC
International, by written notice given to MCI at any time prior to the
effective date of an exchange of the Notes, Telcom may assign the Telcom Note
to LCC International. Upon any such assignment, LCC International shall
assume the Telcom Note, and Telcom shall be forever released and discharged
from all obligations under the Telcom Note. If requested by Telcom or LCC
International in

6
<PAGE> 8
writing, an amendment to the Telcom Note reflecting such assignment and
assumption shall be entered into and consented to in writing by the parties
hereto.

SECTION 4.2 EXCHANGE OF NOTE. Investor hereby agrees that upon the
occurrence of any of the events specified in Section 3(a) of the Notes
providing for the mandatory exchange of the Notes for Class A Common Stock, or
on the effective date of any optional exchange of the Notes pursuant to
Sections 3(b) or (c) of the Notes, and subject to all conditions set forth in
the Notes for the exchange thereof, Investor shall promptly surrender the
Notes to the Company. Notwithstanding anything to the contrary contained in
this Agreement, the Notes shall not be exchanged unless all required consents,
approvals, orders or authorizations of, or registrations, declarations or
filings with, any court, administrative agency or commission or other
governmental authority or instrumentality, in connection with such exchange,
including, without limitation, the expiration or termination of any waiting
periods under the HSR Act, have been made or obtained. The parties hereto
hereby agree to use their reasonable efforts to make or obtain all such
consents, approvals, orders, authorizations, registrations, declarations or
filings as promptly as practicable.

SECTION 4.3 NO OBLIGATION OF INVESTOR. Notwithstanding any other
provision of this Agreement to the contrary, Investor shall have no obligation
in connection with the transactions contemplated hereby to (i) agree to any
divestiture of any shares of capital stock, partnership interests, business or
businesses, assets or property or (ii) permit the imposition of any
limitations with respect to, or take any actions which could be adverse to,
its businesses or the ownership or exercise of control over its assets,
property, stock and partnership interests.

ARTICLE V
OTHER MATTERS

SECTION 5.1 TERMINATION OF NOTE PURCHASE AGREEMENT. The Note Purchase
Agreement shall terminate in all respects on the effective date of this
Agreement and none of the parties hereto or thereto shall have any further
rights or obligations thereunder.

SECTION 5.2 REGISTRATION RIGHTS AGREEMENT. Concurrently herewith, LCC
International, MCI and RF Investors (to which Telcom intends to transfer its
shares of stock in LCC International immediately following the Merger) are
entering into a Registration Rights Agreement (the "Registration Rights
Agreement").

SECTION 5.3 AMENDMENT OF NOTES. Concurrently herewith, MCI and Telcom
and MCI and the Company are entering into agreements to amend the Notes (each
a "Note Amendment Agreement").

7
<PAGE> 9
SECTION 5.4 CERTAIN MATTERS RELATING TO SENIOR DEBT. Investor hereby
acknowledges that, in connection with the Merger, all obligations of the
Company under the Credit Agreement dated June 14, 1996 among the Company, LCC
Design Services, L.L.C., LCC Development Company, L.L.C. and The Chase
Manhattan Bank (National Association) ("Chase"), as amended (the "Credit
Agreement") shall be assumed by LCC International. Investor hereby
acknowledges that all amounts due under the Credit Agreement and all notes,
security agreements, pledge agreements, mortgages, indentures, deeds of trust,
letters of credit, financing statements, guarantees and other agreements,
instruments and documents now or hereafter executed pursuant thereto or in
connection therewith, and all credit agreements, loan agreements, notes,
mortgages, indentures, deeds of trusts, security agreements, pledge
agreements, instruments and documents hereafter executed in connection with
any extension, renewal, refunding or refinancing thereof, as any of the same
may hereafter from time to time be amended, modified or supplemented in
accordance with the terms thereof, constitute Senior Debt as defined in the
Subordination and Intercreditor Agreement, dated as of May 30, 1995, by and
among Nomura Holding America Inc. (or Chase, as its assignee or successor),
MCI, Telcom and the Company.

SECTION 5.5 CONSENT TO MERGER; ADJUSTMENT TO NUMBER OF SHARES ISSUED
IN CONNECTION WITH THE MERGER AND EXCHANGE OF NOTES.

(a) Investor hereby approves and consents to the Merger, including
without limitation the execution, delivery and performance of the Agreement of
Merger, to any changes to such Agreement of Merger in the allocation of shares
of stock of LCC International to be issued to the Telcom Parties (but not the
total number thereof) as the Company and LCC International shall agree upon
and to such non-material additions and changes as the officers of the Company
and LCC International, or any of them, upon advice of counsel shall determine
to be necessary or advisable (such determination to be conclusively, but not
exclusively, evidenced by the execution of the Agreement of Merger by any such
officer).

(b) If, as a result of a pricing of the shares of Class A Common Stock
to be issued in connection with the Initial Public Offering outside of the
range proposed in Amendment No. 1 to the Registration Statement or a change in
the size of the Initial Public Offering, the Company and LCC International
determine that it is necessary or desirable to adjust the total number of
shares to be issued to the Telcom Parties in connection with the Merger, the
number of shares of Class A Common Stock to be issued upon exchange of the
Notes shall be adjusted such that it equals 25% of the adjusted total number
of shares to be issued to the Telcom Parties in connection with the Merger.

SECTION 5.6 REGISTRATION STATEMENT REVIEW. Investor hereby
acknowledges that it has received and reviewed the Registration Statement as
amended to the date hereof.

8
<PAGE> 10
SECTION 5.7 CONFIDENTIALITY. Investor covenants and agrees to treat
as confidential all proprietary and confidential information regarding the
Company or LCC International furnished or made available to Investor in its
capacity as a holder of the Notes or a stockholder, including, without
limitation, information relating to the Company's or LCC International's
financial condition, prospects, business plans, management, employees,
earnings, assets, liabilities, contracts, software, processes, products,
research and development activities, intellectual property, services,
customers, suppliers, marketing and sales, except as may be required by court
order or applicable law as set forth in the written opinion of counsel to
Investor and except for information which is or becomes generally known to the
public (other than due to disclosures by Investor not permitted hereunder) and
information which becomes available to Investor on a non-confidential basis
from a source other than the Company or LCC International which is not bound
by a confidentiality agreement with, or any other contractual, legal or
fiduciary obligation of confidentiality to, the Company or LCC International
or any other party with respect to such information.

ARTICLE VI
MISCELLANEOUS

SECTION 6.1 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

SECTION 6.2 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

SECTION 6.3 PUBLICITY. No party hereto shall issue or make, or cause
to have issued or made, any press release or announcement concerning the
transactions contemplated hereby, without the prior written agreement of the
other parties hereto with respect to the form and substance thereof, except
that either party may make any such press release and announcement to the
extent required by law, but in such event the parties shall use their
reasonable good faith efforts to agree as to the form and substance of such
release or announcement.

SECTION 6.4 RIGHTS AND REMEDIES. SPECIFIC PERFORMANCE. It is
expressly agreed that the remedy at law for breach by any party of its
obligations hereunder is inadequate in view of the complexities and
uncertainties in measuring the actual damages which would be sustained by
reason of such party's failure to comply fully with each of such obligations.
Accordingly, the obligation of each party to perform its obligations hereunder
is expressly made enforceable by specific performance.

SECTION 6.5 NOTICES. All notices or other communications
(collectively, "notices") provided for or permitted to be given under this
Agreement shall be in writing and shall be given by depositing the notice in
the United States mail,

9
<PAGE> 11
addressed to the Person to be notified, postage paid and registered or
certified with return receipt requested, or by such notice being delivered in
person or by facsimile transmission to such party. Unless otherwise expressly
set forth herein, notices given or served pursuant hereto shall be effective
upon receipt by the Person to be notified. All notices to be sent to a party
hereto shall be sent to or made at the address set forth below for that party
or such other address as that party may specify by notice to the other
parties. The address of a representative of a party shall, unless notice to
the contrary is given by such representative to the other parties, be the same
as the address of that party.

If to Investor, as follows:

MCI Telecommunications Corporation
1801 Pennsylvania Ave., N.W.
Washington, D.C. 20006

Telephone: (202) 887-2375
Fax: (202) 887-2390
Attn: Chief Technology Officer

and

Telephone: (202) 887-2016
Fax: (202) 887-2195
Attn: General Counsel

With a copy to:

Fried, Frank, Harris, Shriver & Jacobson
Suite 800, 1001 Pennsylvania Avenue
Washington, D.C. 20004
Telephone: 202-639-7000 -
Fax: 202-6394003
Attn: Andrew P. Varney, Esq.

If to Telcom, LCC or the Company, as follows:

Dr. Rajendra Singh/Mr. Piyush Sodha
LCC, L.L.C.
Arlington Courthouse II
2300 Clarendon Blvd., Suite 800
Arlington, Virginia 22201

Telephone: 703-351-6666-
Fax: 703-516-4950
Attn: Dr. Rajendra Singh/Mr. Piyush Sodha

10
<PAGE> 12
With a copy to each of:

Hal B. Perkins, Esq. and Peter A. Deliso, Esq.
LCC, L.L.C.
Arlington Courthouse II
2300 Clarendon Blvd., Suite 800
Arlington, Virginia 22201

Telephone: 703-351-6666
Fax: 703-351-0980
Attn: Hal B. Perkins, Esq. or
Peter A. Deliso, Esq., as applicable

If to TC Group, as follows:

Mr. Mark D. Ein
The Carlyle Group
1001 Pennsylvania Ave., N.W.
Washington, D.C. 20004

Telephone: 202-347-2626
Fax: 202-347-1818
Attn: Mr. Mark D. Ein

SECTION 6.6 BUSINESS DAY. If the last day of any time period set
forth in this Agreement falls on a day which is not a Business Day, then such
period shall be deemed to end on the next day which is a Business Day.

SECTION 6.7 ASSIGNMENT AND AMENDMENT. Neither this Agreement nor any
of the rights, interest or obligations hereunder shall be assigned by any of
the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other parties, (i) other than to LCC
International in connection with the Merger and (ii) except that Investor
shall assign any or all of its rights, interests and obligations hereunder to
any transferee of the Notes which is a permitted transferee under Section 8 of
the Notes, and Investor shall cause such transferee to execute an agreement
pursuant to which such assignee shall agree to be bound by the provisions
hereof applicable to Investor. This Agreement shall not be amended, except
pursuant to a writing executed by all of the parties hereto. Subject to this
Section 6.7, this Agreement will be binding upon, inure to the benefit of, and
be enforceable by the parties and their respective successors and assigns.
Upon the effectiveness of the Merger, LCC International shall succeed to all
rights and obligations hereunder, under the Notes, the Note Amendment
Agreements and the Guaranty.

SECTION 6.8 ENTIRE AGREEMENT. This Agreement, the Registration Rights
Agreement, the Notes, the Note Amendment Agreements and the Guaranty set

11
<PAGE> 13
forth the entire understanding and agreement between the parties as to the
matters covered herein and supersede and replace any prior understanding,
agreement or statement (written or oral) of intent, including without
limitation the June 27, 1994 Securityholders Agreement (and all exhibits
thereto) and the Note Purchase Agreement (and all exhibits thereto).

SECTION 6.9 HEADINGS. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

SECTION 6.10 SEVERABILITY. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid
provisions, the economic effect of which approximates as nearly as possible
that of the invalid, illegal, or unenforceable provisions.

SECTION 6.11 THIRD PERSON. Nothing herein expressed or implied is
intended or shall be construed to confer upon or to give any Person not a
party hereto or thereto any rights or remedies under or by reason of this
Agreement.

SECTION 6.12 U.S. CURRENCY. All payments required or permitted
hereunder shall be paid in U.S. dollars or other lawful currency constituting
legal tender in the United States of America.

12
<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

TELCOM VENTURES, L.L.C.

By: /s/ Rajendra Singh
-----------------------------
Name:
Title:

LCC, INCORPORATED

By: /s/ Rajendra Singh
-----------------------------
Name:
Title:

TC Group, L.L.C.

By: /s/ Mark Ein
-----------------------------
Name: Mark Ein
Title: Vice-President

LCC, L.L.C.

By: /s/ Piyush Sodha
-----------------------------
Name:
Title:

MCI TELECOMMUNICATIONS
CORPORATION

By: /s/ Douglas L. Maine
-----------------------------
Name: Douglas L. Maine
Title: Chief Financial Officer & E.V.P.

<PAGE> 15

Exhibit A

AGREEMENT OF MERGER

THIS AGREEMENT OF MERGER is entered into as of July ___, 1996 by and
among LCC, L.L.C., a Delaware limited liability company (the "Limited
Liability Company") and LCC INTERNATIONAL, INC., a Delaware corporation ("LCC
International").

WHEREAS, the authorized capital stock of LCC International consists
of one hundred million (100,000,000) shares, which includes ten million
(10,000,000) shares of preferred stock, $0.01 par value per share, seventy
million (70,000,000) shares of Class A Common Stock, $0.01 par value per
share, and twenty million (20,000,000) shares of Class B Common Stock, $0.01
par value per share, of which ten (10) shares of Class A Common Stock are
issued and outstanding;

WHEREAS, the Limited Liability Company owns 100% of the issued and
outstanding shares of LCC International;

WHEREAS, as of the date hereof, Telcom Ventures, L.L.C., a Delaware
limited liability company ("Telcom Ventures"), owns a 99% interest in the
Limited Liability Company, LCC Incorporated, a Kansas corporation ("LCC
Incorporated"), owns a 0.75% interest in the Limited Liability Company, and TC
Group, L.L.C., a Delaware limited liability company ("TC Group"), owns a 0.25%
interest in the Limited Liability Company;

WHEREAS, the Limited Liability Company has determined it to be
advisable (i) to offer equity interests in the Limited Liability Company to
the public pursuant to a registration statement filed with the Securities and
Exchange Commission (an "IPO") and (ii) in connection with the IPO to
reorganize itself as a corporation (the "Incorporation Transaction");

WHEREAS, the parties hereto deem it advisable and in their
respective best interests that the Incorporation Transaction be effectuated by
the merger of the Limited Liability Company with and into LCC International;
and

WHEREAS, the Board of Directors and the sole shareholder of LCC
International and the Members Committee and the members of the Limited
Liability Company have approved and adopted this Agreement of Merger;

NOW, THEREFORE, for good and valuable consideration and in
consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties, each intending to be legally bound hereby,
agree as follows:
<PAGE> 16
1. PLAN OF MERGER

1.1. MERGER

Upon the terms and subject to the conditions hereof, and in
accordance with the provisions of Section 18-209 of the Delaware Limited
Liability Company Act and Section 264 of the Delaware General Corporation Law
("DGCL"), the Limited Liability Company shall be merged with and into LCC
International (the "Merger") at the Effective Time (as defined below). LCC
International shall be the surviving entity of the Merger (the "Surviving
Entity"), and the separate existence of the Limited Liability Company will
cease. The Surviving Entity shall continue its corporate existence under the
laws of the State of Delaware, and its corporate name shall continue to be
"LCC International, Inc."

1.2. CERTIFICATE OF MERGER; EFFECTIVE TIME

Shortly before the closing of the sale to the public, in an initial
public offering, of Class A Common Stock of LCC International pursuant to the
registration statement filed by LCC International with the Securities and
Exchange Commission on June 14, 1996, the parties shall file a Certificate of
Merger in the form attached hereto as Exhibit A with the Office of the
Secretary of State of the State of Delaware in accordance with the provisions
of Section 18-209 of the Delaware Limited Liability Company Act and
Section 264 of the DGCL, and the Merger shall be effective upon such filing
(the "Effective Time").

1.3. CANCELLATION OF THE LIMITED LIABILITY COMPANY

In accordance with Section 18-209(e) of the Delaware Limited
Liability Company Act, the Certificate of Merger filed with the Office of the
Secretary of State of the State of Delaware pursuant to Section 1.2 hereof
shall be deemed a certificate of cancellation of the Limited Liability
Company.

1.4. CERTIFICATE OF INCORPORATION AND BYLAWS

The Certificate of Incorporation of LCC International in effect immediately
prior to the Effective Time shall be the Certificate of Incorporation of the
Surviving Entity (as amended by the Certificate of Merger and subject to any
subsequent amendment), and the Bylaws of LCC International in effect
immediately prior to the Effective Time shall be the Bylaws of the Surviving
Entity (subject to any subsequent amendment).

- 2 -
<PAGE> 17
1.5 DIRECTORS AND OFFICERS

The directors and officers of LCC International holding office
immediately prior to the Effective Time shall continue from and after the
Effective Time to hold office and shall constitute the directors and officers
of the Surviving Entity for the terms elected until their successors are
elected and qualified or until their earlier resignation or removal.

1.6. OUTSTANDING INTERESTS AND SHARES

Each issued and outstanding share of LCC International shall, upon
the Effective Time, be canceled. The issued and outstanding interests in the
Limited Liability Company shall, at the Effective Time, be converted into, and
the members of the Limited Liability Company will receive in exchange for
their interests in the Limited Liability Company, shares of common stock of
the Surviving Entity as follows:

MEMBER NUMBER OF SHARES

LCC Incorporated 85,233 shares of Class B Common
Stock, par value $.01 per share

TC Group 28,411 shares of Class A Common
Stock, par value $.01 per share

Telcom Ventures 11,250,751 shares of Class B
Common Stock, par value $.01
per share

1.7. SUCCESSION TO RIGHTS AND LIABILITIES

The Surviving Entity shall possess all of the rights, privileges and
powers of the Limited Liability Company and LCC International, and all
property (real, personal, and mixed) and all debts due to either the Limited
Liability Company and LCC International on whatever account, as well as all
other things and causes of action belonging to each of the Limited Liability
Company and LCC International, shall be vested in the Surviving Entity, and
shall thereafter be the property of the Surviving Entity as they were of each
of the Limited Liability Company and LCC International, and the title to any
real property vested by deed or otherwise, under the laws of the State of
Delaware or of any other state, in the Limited Liability Company or LCC
International, shall not revert or be in any way impaired by reason of the
Delaware General Corporation Law; but all rights of creditors and all liens
upon any property of the Limited Liability Company or LCC International shall
be preserved unimpaired, and all debts, liabilities, and duties of the Limited
Liability Company and LCC International shall thenceforth attach to

- 3 -
<PAGE> 18
the Surviving Entity, and may be enforced against it to the same extent as if
said debts, liabilities and duties had been incurred or contracted by it.

1.8. TAXATION

It is intended that the Merger shall be treated as a transfer of the
property of the Limited Liability Company to LCC International under Section
351 of the Internal Revenue Code.

1.9. INDEMNIFICATION

From and after the Effective Time, LCC International shall indemnify
and hold harmless each of the members of the Limited Liability Company and
their respective officers, directors and shareholders (or equivalent persons
or entities) and employees from and against any and all fines, penalties,
losses, liabilities and expenses (including reasonable attorneys' fees)
incurred by any of the foregoing and relating to obligations and liabilities
arising from the business, assets or operations of the Limited Liability
Company. The foregoing indemnification obligation shall be contingent, in any
case, upon (i) the indemnified party giving LCC International prompt written
notice of any claim, demand or action for which indemnification is sought and
(ii) the indemnified party fully cooperating, at the expense of LCC
International, in the defense or settlement of any such claim, demand or
action. LCC International shall have sole control over the defense and
settlement of any indemnified claim.

2. MISCELLANEOUS

2.1. ASSIGNMENT AND BINDING EFFECT

This Agreement of Merger and the rights and obligations of the
parties hereunder may not be assigned by either party without the prior
written consent of the other party hereto. This Agreement of Merger shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, heirs, executors, administrators, legal representatives
and assigns.

2.2. GOVERNING LAW

This Agreement of Merger, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, shall be governed and
construed in accordance with the laws of the State of Delaware (excluding the
choice of law rules thereof).

- 4 -
<PAGE> 19
2.2. EXPENSES

In the event the merger is consummated, LCC International shall be
responsible for the expenses of both parties in connection with this Agreement
and the transactions contemplated hereby. In the event the Merger is not
consummated, the Limited Liability Company shall be responsible for such
expenses.

2.4. WAIVER

No delay or failure on the part of any party hereto in exercising
any right, power or privilege under this Agreement of Merger shall impair any
such right, power or privilege or be construed as a waiver of any default or
any acquiescence therein. No single or partial exercise of any such right,
power or privilege shall preclude the further exercise of such right, power or
privilege, or the exercise of any other right, power or privilege. No waiver
shall be valid against any party hereto unless made in writing and signed by
the party against whom enforcement of such waiver is sought and then only to
the extent expressly specified therein.

2.5. SEVERABILITY

If any part of any provision of this Agreement of Merger shall be
invalid or unenforceable in any respect, such part shall be ineffective to the
extent of such invalidity or unenforceability only, without in any way
affecting the remaining parts of such provision or the remaining provisions of
this Agreement of Merger.

2.6. AUTHORIZATION

The Board of Directors and the proper officers and members of the
Limited Liability Company and of LCC International, respectively, are hereby
authorized, empowered and directed to do any and all acts and things, to make,
execute, deliver, file and/or record any and all instruments, papers and
documents which shall be or become necessary, proper or convenient to carry
out or put into effect any of the provisions of this Agreement of Merger or of
the Merger provided for herein.

2.7. FURTHER ASSURANCES

In connection with this Agreement and the transactions contemplated
hereby each party shall execute and deliver any additional documents and
instruments and perform any additional acts that may be necessary or
appropriate to effectuate and perform the provisions of this Agreement and
those transactions.

- 5 -
<PAGE> 20
2.8. EXECUTION IN COUNTERPARTS

To facilitate execution, this Agreement of Merger may be executed in
as many counterparts as may be required. It shall not be necessary that the
signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall
be sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
Agreement. It shall not be necessary in making proof of this Agreement of
Merger to produce or account for more than a number of counterparts containing
the respective signatures of, or on behalf of, all of the parties hereto.

- 6 -
<PAGE> 21
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement of Merger, or have caused this Agreement of Merger to be duly
executed on their behalf, as of the day and year first above written.

LCC INTERNATIONAL, INC.

By:
-------------------------------------
Name:
------------------------------
Title:
-----------------------------

LCC, L.L.C.

By:
-------------------------------------
Name:
------------------------------
Title:
-----------------------------

- 7 -
<PAGE> 22
Exhibit A

CERTIFICATE OF MERGER
OF
LCC, L.L.C.
INTO
LCC INTERNATIONAL, INC.

Pursuant to Section 264 of the Delaware General Corporation Law and
Section 18-209 of the Delaware Limited Liability Company Act, LCC
International, Inc. ("LCC International"), a corporation organized and
existing under the law of the State of Delaware, does hereby certify to the
following facts relating to the merger (the "Merger") of LCC, L.L.C. (the
"Limited Liability Company") into LCC International:

FIRST: that the name and state of incorporation or formation of each
constituent entity that is a party to the Merger is as follows:

Name State of Incorporation or Formation
---- -----------------------------------

LCC International, Inc. Delaware

LCC, L.L.C. Delaware

SECOND: that an Agreement of Merger has been approved and executed by
LCC International and the Limited Liability Company in accordance with Section
264(c) of the Delaware General Corporation Law and Section 18-209(b) of the
Delaware Limited Liability Company Act.

THIRD: that the name of the surviving entity shall be "LCC
International, Inc."

FOURTH: that the Amended and Restated Certificate of Incorporation of
LCC International shall be the certificate of incorporation of the surviving
entity.

FIFTH: that the Merger shall be effective upon the filing of this
Certificate of Merger.

<PAGE> 23
SIXTH: that the Agreement of Merger is on file at the place of business
of the surviving entity at the following address:

LCC International, Inc.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201

SEVENTH: that a copy of the Agreement of Merger will be furnished by LCC
International on request and without cost, to any member of the Limited
Liability Company or any stockholder of LCC International.

EIGHTH: that this Certificate of Merger shall be deemed a certificate of
cancellation of the Limited Liability Company.

IN WITNESS WHEREOF, LCC International, Inc. has caused this
Certificate of Merger to be duly executed as of this ___ day of ___________,
1996.

LCC INTERNATIONAL, INC.

By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------

<PAGE> 1
EXHIBIT 10.37

AMENDMENT TO SUBORDINATED NOTE DUE 2000

This Amendment to Subordinated Note Due 2000 is made as of this 25th
day of July, 1996, by and between Telcom Ventures, L.L.C., a Delaware limited
liability company (the "Company"), and MCI Telecommunications Corporation, a
Delaware corporation (the "Investor").

WHEREAS, the Investor is the holder of that certain Subordinated Note
Due 2000 of the Company issued on June 28, 1994 in the aggregate principal
amount of $30,000,000 (the "Note"); and

WHEREAS, Section 3 of the Note contains a provision for exchange of the
Note for Membership Interests in LCC, L.L.C., a Delaware limited liability
company ("LCC"), in certain instances; and

WHEREAS, in connection with an amendment to the Securityholders
Agreement (as defined in the Note) the Company and the Investor desire to amend
Section 3 to provide for exchange of the Note for Class A Common Stock of LCC
International, Inc., a Delaware corporation ("LCC International"), in the event
that LCC International consummates an initial public offering;

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

1. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Note.

2. Effective upon a merger of LCC into LCC International (the
"Merger"), Section 3 is hereby amended to read in its entirety as set forth on
Exhibit 1 hereto.

3. From and after the Merger, references in the Note to the
Securityholders Agreement shall be deemed to refer to the Amended and Restated
Securityholders Agreement dated July 25, 1996 among the Company, LCC, Investor,
LCC Incorporated, a Kansas corporation, and TC Group L.L.C., a Delaware limited
liability company.

4. From and after the Merger, all references to the Note Purchase
Agreement shall be deleted.

5. From and after the Merger, the second sentence of Section 8 of
the Note (concerning the Service Agreement) is hereby deleted in its entirety.
<PAGE> 2
6. From and after the Merger, copies of notices to the Company
shall be sent to Hal B. Perkins, Esq.

7. From and after the Merger, the following defined terms are
deleted in their entirety: Amended and Restated Limited Liability Agreement,
Closing Date, Initial Public Offering, Initial Public Offering Notice, Members
Committee and New LCC.

8. In all other respects, the Note shall continue in full force
and effect.

9. Notwithstanding the execution and delivery of this Amendment,
LCC and LCC International shall have no obligation to consummate the Merger.

IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Amendment to Subordinated Note Due 2000 in one or more counterparts as of
the day and year above written.

TELCOM VENTURES, L.L.C.

By Rajendra Singh
-------------------------------------

MCI TELECOMMUNICATIONS
CORPORATION

By: /s/ Douglas L. Maine
------------------------------------
Its: Chief Financial Officer & E.V.P.
-----------------------------------

By execution of this Agreement below, the undersigned agrees to be
bound by the provisions of Section 3(i) of Exhibit 1 attached hereto.

LCC INTERNATIONAL, INC.

By: Piyush Sodha
------------------------------------
Name:
Title:

- 2 -
<PAGE> 3
EXHIBIT 1

3. Exchange.

(a) Mandatory Exchange. Unless an Event of Default has
occurred and is continuing, this Note will be exchanged, in whole but not in
part, together with the LCC Note, for an aggregate of 1,704,659 shares of Class
A Common Stock, par value $.01 per share, of LCC International ("Class A Common
Stock"), to be issued by LCC International, subject to adjustment as provided
in paragraph (e) below, effective (subject to the provisions of paragraph (f)
below) immediately prior to the occurrence of the first to occur of any of the
following events: (i) any merger or consolidation of LCC International (other
than the Merger or any other merger or a consolidation in which LCC
International is the surviving corporation) or (ii) any sale or disposition of
all or substantially all of the assets of LCC International. Each of the
events referred to in the foregoing clauses (i) and (ii) are hereinafter
referred to a "Section 3(a) Event." The Company shall furnish to Investor
notice of the occurrence of a Section 3(a) Event not later than 30 days prior
thereto.

(b) At the Option of Investor. This Note may be exchanged,
in whole but not in part, at the option of Investor, together with the LCC Note,
for an aggregate of 1,704,659 shares of Class A Common Stock to be issued by
LCC International, subject to adjustment as provided in paragraph (e) below, by
written notice of Investor to the Company (i) at any time during the 45
calendar day period commencing on each of June 27, 1997, June 27, 1998 and June
27, 1999, which notice shall set forth the effective date (subject to the
provisions of paragraph (f) below) of the exchange which shall be a date not
later than 60 days following the date of such notice, (ii) if the Company has
delivered a Prepayment Notice, at any time on or prior to the Prepayment Date,
(iii) if the Company has delivered notice to Investor of the occurrence of a
Section 3(a) Event, and at such time there shall have occurred and be
continuing an Event of Default, at any time prior to the occurrence of such
Section 3(a) Event, (iv) at any time from the commencement of a tender offer
other than by MCI or any Affiliate thereof (as defined in the Securityholders
Agreement) for 25% or more of the outstanding common stock of LCC International
until the completion or withdrawal of such tender offer or (v) at any time from
the public announcement by LCC International of its intention to effect a
distribution (through dividend or otherwise) of assets representing 5% or more
of the fair market value of its total assets pro rata to its shareholders of
record through the record date for such distribution. This Note may not be
exchanged by Investor pursuant to this Section 3(b) unless it shall
simultaneously exchange the LCC Note pursuant to Section 3(b) thereof.

(c) At the Option of Company. Unless an Event of Default
has occurred and is continuing, this Note may be exchanged, at the option of
the Company, in whole but not in part, together with the LCC Note, for an
aggregate of 1,704,659 shares of Class A Common Stock to be issued by LCC
International,

<PAGE> 4

subject to adjustment as provided in paragraph (e) below), by written
notice of the Company to Investor at any time during the 45 calendar day period
commencing 15 days following the termination of each 45 day period during which
this Note may be exchanged at the option of Investor pursuant to Section
3(b)(i) hereof, which notice shall set forth the effective date (subject to the
provisions of paragraph (f) below) of the exchange which shall be a date not
later than 60 days following the date of such notice. This Note may not be
exchanged by the Company pursuant to this Section 3(c) unless LCC shall
simultaneously exchange the LCC Note pursuant to Section 3(c) thereof.

(d) Mutual Agreement of Company and Investor. In addition
to the mandatory and optional exchange of this Note pursuant to
Sections 3(a), (b) and (c) hereof, this Note may be exchanged, in whole but not
in part, together with the LCC Note, for an aggregate of 1,704,659 shares of
Class A Common Stock to be issued by LCC International, subject to adjustment
as provided in paragraph (e) below), upon the mutual agreement of the Company,
LCC International and Investor.

(e) Adjustment of Class A Common Stock Issuable upon
Exchange. If LCC International at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) the outstanding shares of
Class A Common Stock into a greater number of shares, the number of shares of
Class A Common Stock for which this Note may be exchanged immediately prior to
such subdivision shall be proportionately increased, and if LCC International
at any time combines (by reverse stock split or otherwise) the outstanding
shares of Class A Common Stock into a smaller number of shares, the number of
shares of Class A Common Stock for which this Note may be exchanged
immediately prior to such combination shall be proportionately reduced.

(f) Consents. Notwithstanding anything to the contrary
contained in this Agreement, this Note may not be exchanged for Class A Common
Stock unless all required consents, approvals, orders or authorizations of, or
registrations, declarations or filings with, any court, administrative agency
or commission or other governmental authority or instrumentality in connection
with such exchange, including, without limitation, the expiration or
termination of any waiting periods under the HSR Act, have been made or
obtained. The Company shall, and by its acceptance of this Note Investor agrees
to, use its reasonable efforts to make or. obtain all such consents, approvals,
orders, authorities, registrations, declarations or filings as promptly as
practicable; provided, however, that in the event that despite the use of such
reasonable efforts by the Company and Investor all such consents, approvals,
orders, authorizations, registrations, declarations or filings have not been
obtained or made within a period of nine months from the date contemplated for
exchange of this Note pursuant to Section 3(a) hereof or the date of exercise
of the right to exchange this Note pursuant to Sections 3(b) or 3(c) hereof,
either Investor or the Company (with respect to an exchange pursuant to Section
3(a)) or the party exercising such right (with respect to an exchange

- 2 -
<PAGE> 5

pursuant to Sections 3(b) or (c)), may elect to abandon such exchange
in which event this Note shall continue to remain outstanding.

(g) Surrender of Note. By its acceptance of this Note,
Investor agrees to surrender this Note to the Company for cancellation
upon the effectiveness of the exchange of this Note and to take the other
actions set forth in Section 4.2 of the Securityholders Agreement, or, if this
Note shall not be exchanged, to surrender this Note to the Company for
cancellation upon payment in full of all amounts outstanding under this Note.
Upon the date provided for effectiveness of the exchange of this Note, this
Note shall no longer represent the right to receive the principal and interest
payment provided for above but shall be deemed to represent solely the right to
receive the Class A Common Stock into which it is exchangeable.

(h) No Obligation of Investor. Notwithstanding any other
provision of this Agreement to the contrary, including Section 3(f)
above, Investor shall have no obligation in connection with the transactions
contemplated hereby to (i) agree to any divestiture of any shares of capital
stock, partnership interests, business or businesses, assets or property or
(ii) permit the imposition of any limitations with respect to, or take any
actions which could be adverse to, its businesses or the ownership or exercise
of control over its assets, property, stock and partnership interests.

(i) Reservation of Class A Common Stock. As of any date
on which this Note may be exchanged for Class A Common Stock, LCC
International will have reserved out of its authorized but unissued shares of
Class A Common Stock, solely for issue upon such exchange, the number of shares
of Class A Common Stock necessary for such purpose. Such shares of Class A
Common Stock to be issued upon exchange of this Note shall, when so issued, be
duly and validly issued, fully paid and non-assessable and free of any
preemptive or other rights of any person, whether arising by statute, under the
certificate of incorporation or by-laws of LCC International or in any other
manner.

- 3 -

<PAGE> 1
EXHIBIT 10.38

AMENDMENT TO SUBORDINATED NOTE DUE 2000

This Amendment to Subordinated Note Due 2000 is made as of this 25th
day of July, 1996, by and between LCC, L.L.C., a Delaware limited liability
company (the "Company"), and MCI Telecommunications Corporation, a Delaware
corporation (the "Investor").

WHEREAS, the Investor is the holder of that certain Subordinated Note
Due 2000 of the Company issued on June 28, 1994 in the aggregate principal
amount of $20,000,000 (the "Note"); and

WHEREAS, Section 3 of the Note contains a provision for exchange of the
Note for Membership Interests in the Company in certain instances; and

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

1. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Note.

2. Effective upon a merger of the Company into LCC International
(the "Merger"), Section 3 is hereby amended to read in its entirety as set
forth on Exhibit 1 hereto and all references to the Company in the Note shall
mean LCC International.

3. From and after the Merger, references in the Note to the
Securityholders Agreement shall be deemed to refer to the Amended and Restated
Securityholders Agreement dated July 25, 1996 among the Company, Telcom,
Investor, LCC Incorporated, a Kansas corporation, and TC Group L.L.C., a
Delaware limited liability company.

4. From and after the Merger, all references to the Note Purchase
Agreement shall be deleted.

8. In all other respects, the Note shall continue in full force
and effect.

9. Notwithstanding the execution and delivery of this Amendment,
the Company and LCC International shall have no obligation to consummate the
Merger.

IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Amendment to Subordinated Note Due 2000 in one or more counterparts as of
the day and year above written.

LCC, L.L.C.

By: /s/ Piyush Sodha
---------------------------------
Piyush Sodha
President and
Chief Executive Officer

MCI TELECOMMUNICATIONS
CORPORATION

By: /s/ Douglas L. Maine
---------------------------------
Its: Chief Financial Officer & E.V.P.

- 2 -
<PAGE> 3
EXHIBIT 1

3. Exchange.

(a) Mandatory Exchange. Unless an Event of Default has
occurred and is continuing, this Note will be exchanged, in whole but not in
part, together with the Telcom Note, for an aggregate of 1,136,440 shares of
Class A Common Stock, par value $.01 per share, of the Company ("Class A Common
Stock"), to be issued by the Company, subject to adjustment as provided in
paragraph (e) below, effective (subject to the provisions of paragraph (f)
below) immediately prior to the occurrence of the first to occur of any of the
following events: (i) any merger or consolidation of the Company (other than
the Merger or any other merger or a consolidation in which the Company is the
surviving corporation) or (ii) any sale or disposition of all or substantially
all of the assets of the Company. Each of the events referred to in the
foregoing clauses (i) and (ii) are hereinafter referred to a "Section 3(a)
Event." The Company shall furnish to Investor notice of the occurrence of a
Section 3(a) Event not later than 30 days prior thereto.

(b) At the Option of Investor. This Note may be exchanged, in
whole but not in part, at the option of Investor, together with the
Telcom Note, for an aggregate of 1,136,440 shares of Class A Common Stock to be
issued by the Company, subject to adjustment as provided in paragraph (e)
below, by written notice of Investor to the Company (i) at any time during the
45 calendar day period commencing on each of June 27, 1997, June 27, 1998 and
June 27, 1999, which notice shall set forth the effective date (subject to the
provisions of paragraph (f) below) of the exchange which shall be a date not
later than 60 days following the date of such notice, (ii) if the Company has
delivered a Prepayment Notice, at any time on or prior to the Prepayment Date,
(iii) if the Company has delivered notice to Investor of the occurrence of a
Section 3(a) Event, and at such time there shall have occurred and be
continuing an Event of Default, at any time prior to the occurrence of such
Section 3(a) Event, (iv) at any time from the commencement of a tender offer
other than by MCI or any Affiliate thereof (as defined in the Securityholders
Agreement) for 25% or more of the outstanding common stock of the Company until
the completion or withdrawal of such tender offer or (v) at any time from the
public announcement by the Company of its intention to effect a distribution
(through dividend or otherwise) of assets representing 5% or more of the fair
market value of its total assets pro rata to its shareholders of record through
the record date for such distribution. This Note may not be exchanged by
Investor pursuant to this Section 3(b) unless it shall simultaneously exchange
the Telcom Note pursuant to Section 3(b) thereof.

(c) At the Option of Company. Unless an Event of Default
has occurred and is continuing, this Note may be exchanged, at the option of
the Company, in whole but not in part, together with the Telcom Note, for an
aggregate of 1,136,440 shares of Class A Common Stock to be issued by the
Company, subject

<PAGE> 4

to adjustment as provided in paragraph (e) below), by written notice of
the Company to Investor at any time during the 45 calendar day period
commencing 15 days following the termination of each 45 day period during which
this Note may be exchanged at the option of Investor pursuant to Section
3(b)(i) hereof, which notice shall set forth the effective date (subject to the
provisions of paragraph (f) below) of the exchange which shall be a date not
later than 60 days following the date of such notice. This Note may not be
exchanged by the Company pursuant to this Section 3(c) unless Telcom shall
simultaneously exchange the Telcom Note pursuant to Section 3(c) thereof.

(d) Mutual Agreement of Company and Investor. In addition to the
mandatory and optional exchange of this Note pursuant to Sections 3(a), (b) and
(c) hereof, this Note may be exchanged, in whole but not in part, together with
the Telcom Note, for an aggregate of 1,136,440 shares of Class A Common Stock
to be issued by LCC International, subject to adjustment as provided in
paragraph (e) below), upon the mutual agreement of the Company and Investor.

(e) Adjustment of Class A Common Stock Issuable upon Exchange. If
the Company at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) the outstanding shares of Class A Common Stock
into a greater number of shares, the number of shares of Class A Common Stock
for which this Note may be exchanged immediately prior to such subdivision
shall be proportionately increased, and if the Company at any time combines (by
reverse stock split or otherwise) the outstanding shares of Class A Common
Stock into a smaller number of shares, the number of shares of Class A Common
Stock for which this Note may be exchanged immediately prior to such
combination shall be proportionately reduced.

(f) Consents. Notwithstanding anything to the contrary contained
in this Agreement, this Note may not be exchanged for Class A Common Stock
unless all required consents, approvals, orders or authorizations of, or
registrations, declarations or filings with, any court, administrative agency
or commission or other governmental authority or instrumentality in connection
with such exchange, including, without limitation, the expiration or
termination of any waiting periods under the HSR Act, have been made or
obtained. The Company shall, and by its acceptance of this Note Investor agrees
to, use its reasonable efforts to make or. obtain all such consents, approvals,
orders, authorities, registrations, declarations or filings as promptly as
practicable; provided, however, that in the event that despite the use of such
reasonable efforts by the Company and Investor all such consents, approvals,
orders, authorizations, registrations, declarations or filings have not been
obtained or made within a period of nine months from the date contemplated for
exchange of this Note pursuant to Section 3(a) hereof or the date of exercise
of the right to exchange this Note pursuant to Sections 3(b) or 3(c) hereof,
either Investor or the Company (with respect to an exchange pursuant to Section
3(a)) or the party exercising such right (with respect to an exchange

- 2 -
<PAGE> 5

pursuant to Sections 3(b) or (c)), may elect to abandon such exchange
in which event this Note shall continue to remain outstanding.

(g) Surrender of Note. By its acceptance of this Note,
Investor agrees to surrender this Note to the Company for cancellation upon the
effectiveness of the exchange of this Note and to take the other actions set
forth in Section 4.2 of the Securityholders Agreement, or, if this Note shall
not be exchanged, to surrender this Note to the Company for cancellation upon
payment in full of all amounts outstanding under this Note. Upon the date
provided for effectiveness of the exchange of this Note, this Note shall no
longer represent the right to receive the principal and interest payment
provided for above but shall be deemed to represent solely the right to receive
the Class A Common Stock into which it is exchangeable.

(h) No Obligation of Investor. Notwithstanding any other provision
of this Agreement to the contrary, including Section 3(f) above, Investor shall
have no obligation in connection with the transactions contemplated hereby to
(i) agree to any divestiture of any shares of capital stock, partnership
interests, business or businesses, assets or property or (ii) permit the
imposition of any limitations with respect to, or take any actions which could
be adverse to, its businesses or the ownership or exercise of control over its
assets, property, stock and partnership interests.

(i) Reservation of Class A Common Stock. As of any date on which
this Note may be exchanged for Class A Common Stock, the Company will have
reserved out of its authorized but unissued shares of Class A Common Stock,
solely for issue upon such exchange, the number of shares of Class A Common
Stock necessary for such purpose. Such shares of Class A Common Stock to be
issued upon exchange of this Note shall, when so issued, be duly and validly
issued, fully paid and non-assessable and free of any preemptive or other
rights of any person, whether arising by statute, under the certificate of
incorporation or by-laws of the Company or in any other manner.

- 3 -

<PAGE> 1
Exhibit 11

COMPUTATIONS OF EARNINGS PER COMMON SHARE

<TABLE>
<CAPTION>
Pro Forma Pro Forma Supplemental
Year ended Six Months Year ended Six Months
12/31/95 6/30/96 12/31/95 6/30/96
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted average common shares outstanding:
Average shares outstanding during the period (1) 11,364,394 11,364,394 11,364,394 11,364,394
Shares issuable under Phantom Membership Plan 1,007,362 1,007,362 1,007,362 1,007,362
Cheap stock options and issuances (2) 287,145 287,145 287,145 287,145
Common shares issuable to MCI in conversion(3) 2,841,099 2,841,099 2,841,099 2,841,099
Common shares issued in the Offering (3) -- -- 2,750,000 2,750,000
-------------------------------------------------------------------
Total weighted average common shares 15,500,000 15,500,000 18,250,000 18,250,000
===================================================================

Pro forma net income applicable to common shares:
Pro forma net income $4,729,000 $2,874,000 $4,084,000 $2,822,000
Increase in earnings, net of taxes, resulting
from the MCI Conversion (3) 816,000 408,000 2,040,000 1,020,000
Increase in earnings, net of taxes, resulting
from the pay down of the credit facility (3) -- -- -- --
--------------------------------------------------------------------
Net income applicable to common shares $5,545,000 $3,282,000 $6,124,000 $3,842,000
===================================================================
Earnings per Common Share 0.36 0.21 0.34 0.21
====================================================================
</TABLE>

(1) After considering the Merger in conjunction with the Offering.

(2) Pursuant to Staff Accounting Bulletin Topic 4:D, stock options granted and
stock issued within one year of the initial public offering have been
included in the calculation of weighted average common shares outstanding
using the treasury stock method based on an assumed initial public offering
price of $14.00 and have been treated as outstanding for all reported
periods.

(3) Assumes such transactions occurred on January 1, 1995.

<PAGE> 1

Exhibit 21

LIST OF SUBSIDIARIES

OF LCC INTERNATIONAL, INC.

<TABLE>
<CAPTION>
JURISDICTION OF
INCORPORATION OR
NAME ORGANIZATION
---- ------------
<S> <C>
LCC Design Services, L.L.C. Delaware

Eurofon Incorp. & Co. KG Germany
</TABLE>

<PAGE> 1
EXHIBIT 23.1

ACCOUNTANTS' CONSENT AND
REPORT ON SCHEDULES

The Members' Committee
LCC, L.L.C.

The audits referred to in our report dated March 15, 1996, except for Note 19
which is as of May 17, 1996, included the related financial statement schedule
as of December 31, 1995 and 1994, and for each of the years in the three-year
period ended December 31, 1995, included in the registration statement. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement
schedule based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

We consent to the use of our reports included herein and to the reference to
our firm under the headings "Selected Consolidated Financial Data" and
"Experts" in the prospectus.

/s/ KPMG PEAT MARWICK LLP

KPMG Peat Marwick LLP

Washington, DC
August 16, 1996

<ARTICLE> 5

<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 JUN-30-1996
<PERIOD-START> JAN-01-1995 JAN-01-1996
<PERIOD-END> DEC-31-1995 JUN-30-1996
<CASH> 6,571 5,431
<SECURITIES> 0 0
<RECEIVABLES> 28,293 29,457
<ALLOWANCES> 3,131 4,275
<INVENTORY> 4,949 5,583
<CURRENT-ASSETS> 51,307 56,721
<PP&E> 5,440 5,340
<DEPRECIATION> 10,877 12,208
<TOTAL-ASSETS> 62,041 80,681
<CURRENT-LIABILITIES> 33,658 49,774
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> (244) (2134)
<TOTAL-LIABILITY-AND-EQUITY> 62,041 80,681
<SALES> 40,445 21,083
<TOTAL-REVENUES> 104,461 60,364
<CGS> 25,455 14,719
<TOTAL-COSTS> 71,137 40,822
<OTHER-EXPENSES> 24,276 15,127
<LOSS-PROVISION> 622 1,565
<INTEREST-EXPENSE> 2,818 1,627
<INCOME-PRETAX> 7,882 4,790
<INCOME-TAX> 3,142 1,769
<INCOME-CONTINUING> 4,740 3,021
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 4,740 3,021
<EPS-PRIMARY> .36 .21
<EPS-DILUTED> .36 .21

</TABLE>