LCC INTERNATIONAL INC, S-1/A, 1996-09-20

LCC INTERNATIONAL INC
S-1/A, 1996-09-20
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1996

REGISTRATION NO. 333-6067
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

AMENDMENT NO. 2 TO

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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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)

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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)

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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.

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

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 SEPTEMBER , 1996

PROSPECTUS
, 1996

5,000,000 SHARES
[LOGO] 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.
<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
("Chase"), as Administrative Agent, and the
lenders (the "Lenders") signatory thereto,
as amended and restated 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
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(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 $12.00, (ii) options to purchase 20,000 shares of
Class A Common Stock and 70,000 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 25,000 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 180,000 shares of Class B Common
Stock for future grants of options under the Directors Plan and (iv) 60,000
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

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<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
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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> <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>

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(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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<PAGE> 15

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
(64.15% 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 3,894,000 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) will 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." Following
such amendment, the terms of the Credit Facility will be as follows. The maximum
amount that the Company may borrow under the Credit Facility is $20 million,
which borrowing shall be in the form of revolving loans and letters of credit.
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") equal to the higher of (a) the
Federal Funds Rate plus 0.50%, 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) equal to the rate at which U.S. dollar deposits
are offered to leading banks in the London interbank market plus 1.25%. The

18
<PAGE> 21

revolving loan commitment expires in September 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 is 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 annual
principal payments over the term of the loan. Interest will accrue at the rate
of LIBOR plus 1.75% and be payable annually. Such loan will be senior
indebtedness of Telcom Ventures. Upon the sale by Telcom Ventures or any of its
affiliates (defined as each entity controlling, controlled by or under common
control with, Telcom Ventures, each natural person that controls Telcom Ventures
and each member of Telcom Ventures as of the date of the loan) of shares of
Common Stock resulting in Telcom Ventures and such affiliates, in the aggregate,
owning less than 25% of the outstanding Common Stock, the Company may declare
the loan to be immediately due and payable. 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 3,979,000
shares of Class A Common Stock and Class B Common Stock reserved or to be
reserved for issuance under the Company's stock option, directors' 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
$1,916,000 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 33.0%. 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 $0.9 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, 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.

29
<PAGE> 32

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 consists of a
revolving loan and letter of credit facility in an aggregate principal amount
not to exceed $20 million. The revolving loan commitment will expire in
September 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 is 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

30
<PAGE> 33

equal to the higher of (a) the Federal Funds Rate plus 0.50%, 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) equal to the rate at which U.S.
dollar deposits are offered to leading banks in the London interbank market plus
1.25%.

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 and membership interests 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. 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. The Company has established a provision for
state and foreign income taxes. See Consolidated Financial Statements and Notes
3 and 9 thereto.

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.

31
<PAGE> 34

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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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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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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"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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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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- 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

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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.

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<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 674 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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<PAGE> 52

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 and provides that 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.

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 liabilities
and

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expenses (including attorneys' fees) reasonably incurred in connection with any
threatened, pending or completed action or other proceeding arising from the
fact that they are each in an Indemnifiable Capacity or because of anything done
or not done by each of them in such Indemnifiable Capacity, and (ii) to advance
funds to cover any such expenses no later than thirty days after demand. An
Indemnifiable Capacity is defined as the fact that the person is or was a
director or executive officer of the Company, or, while a director or executive
officer of the Company, is or was serving at the request of the Company as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, nonprofit entity, employee benefit plan or other
enterprise.

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.

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<PAGE> 54

(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
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.

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<PAGE> 55

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
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

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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
25% of the initial offering price of the Class A Common Stock ($3.50 per share,
assuming a public offering price of $14 per share) which was calculated under a
conversion formula intended to maintain comparable value 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

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 250,000 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 35,000 shares of Class B
Common Stock in connection with the Offering, and an additional option to
purchase 22,500 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

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<PAGE> 57

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).

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
(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.

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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 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

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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.

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."

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<PAGE> 60

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.

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 any member of the Telcom Ventures Group holds or is considering
the acquisition of an investment where the provision of services is incidental
to such member's investment or to the ownership by any member of the Telcom
Ventures Group of up to 5% of the outstanding securities of any entity as long
as no member of the Telcom Ventures Group participates 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

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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.

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 annual principal
payments over the term of the loan. Interest will accrue at the rate of LIBOR
plus 1.75% and be payable annually. Such loan will be senior indebtedness of
Telcom Ventures. Upon the sale by Telcom Ventures or any of its affiliates
(defined as each entity controlling, controlled by or under common control with,
Telcom Ventures, each natural person that controls Telcom Ventures and each
member of Telcom Ventures as of the date of the loan) of shares of Common Stock
resulting in Telcom Ventures and such affiliates, in the aggregate, owning less
than 25% of the outstanding Common Stock, the Company may declare the loan to be
due and payable.

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.

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<PAGE> 62

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 85,000 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 "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 25,000 shares of Class A Common Stock in connection with the
Offering, and an additional option to purchase 15,000 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 $4.4 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 9,155,984 64.7
c/o 2300 Clarendon Blvd.
Arlington, Virginia 22201
Neera Singh(3)(4)(5)(6)........... 11,335,984 99.7 2,250,000 9,155,984 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 -- 9,851,405 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 70,000 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 except pursuant to any stock option plan adopted by
the Board of Directors and approved by the stockholders and except with respect
to stock dividends declared on Class B Common Stock. 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

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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; (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 85,000 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 25,000 shares of Class A
Common Stock in connection with the Offering, and an additional option to
purchase 15,000 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

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are not followed or (ii) may discourage or deter a third party from conducting a
solicitation of proxies to elect 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 3,894,000 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.

KPMG PEAT MARWICK LLP

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.

<TABLE>
<CAPTION>
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 technolo-

G-1
<PAGE> 93

gies 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.

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

5,000,000 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......................................... 31,000
Blue Sky fees and expenses............................................... 17,000
Accounting fees and expenses............................................. 475,000
Legal fees and expenses.................................................. 625,000
Printing and engraving expenses.......................................... 250,000
Registrar and transfer agent's fees...................................... 10,000
Miscellaneous fees and expenses.......................................... 175,000
--------
Total.......................................................... $1,620,050
========
</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 liabilities
and expenses (including attorneys fees) reasonably incurred in connection with
any threatened, pending or completed action or other proceeding arising from the
fact that they are each in an Indemnifiable Capacity or because of anything done
or not done by each of them in such Indemnifiable Capacity, and (ii) to advance
any such expenses no later than thirty days after demand. An Indemnifiable
Capacity is defined as the fact that the person is or was a director or
executive officer of the Company, or, while a director or executive officer of
the

II-1
<PAGE> 97

Company, is or was serving at the request of the Company as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another corporation, partnership, joint venture, sole proprietorship, trust,
nonprofit entity, employee benefit plan or other enterprise.

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 -- Restated Certificate of Incorporation of the Company.
3.2 -- Amended and Restated Bylaws of the Company.
4.1 -- Form of Class A and Class B Common Stock certificates.
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.L.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.*
</TABLE>

II-2
<PAGE> 98

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------------------
<C> <S>
10.8 -- Lease Agreement dated May 9, 1994 between Colonial Village Center Associates
and LCC, L.L.C. and First Amendment thereto, dated May 1, 1995.*
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, L.L.C. 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 Telecom Inc. and LCC, L.L.C.*
10.17 -- Letter Agreement dated March , 1996 between NextWave Telecom, Inc. and LCC,
L.L.C.*
+10.18 -- Letter Agreement dated March 12, 1996 between NextWave Telecom, Inc. and LCC,
L.L.C.
10.19 -- Subscription Agreement dated March , 1996 between NextWave Telecom, 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).*
</TABLE>

II-3
<PAGE> 99

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------------------
<C> <S>
10.30 -- Intercompany Agreement dated as of August 27, 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 between LCC International, Inc. and each of
Rajendra Singh, Neera Singh, Piyush Sodha, Mark D. Ein, Arno A. Penzias, J.
Michael Bonin, Kathryn M. Condello, Peter A. Deliso, Richard Hozik, Frank F.
Navarrete, Donald R. Rose and Gerard L. Vincent.
10.33 -- Overhead and Administrative Services Agreement dated August 27, 1996 between
LCC International, Inc. and Telcom Ventures, L.L.C.
10.34 -- Agreement of Merger dated September 15, 1996 between LCC, L.L.C. and LCC
International, Inc.
10.35 -- Form of LCC International, Inc. Directors Stock Option Plan stock option
agreement for directors who will receive Class B Common Stock.
10.36 -- Amended and Restated Securityholders Agreement dated July 25, 1996 among Telcom
Ventures, L.L.C., 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, L.L.C. 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 by Telcom Ventures, L.L.C. to LCC International, Inc.
10.40 -- Form of Stock Option Agreement between LCC International, Inc. and the Carlyle
Option Designees.
10.41 -- Form of LCC International, Inc. 1996 Employee Stock Option Plan incentive stock
option agreement.
10.42 -- Form of LCC International, Inc. 1996 Employee Stock Option Plan non-incentive
stock option agreement.
10.43 -- Form of LCC International, Inc. 1996 Employee Stock Option Plan non-incentive
stock option agreement (for employees who had been eligible to participate in
the LCC, L.L.C. 1994 Phantom Membership Plan or the LCC, L.L.C. 1996 Employee
Option Plan).
10.44 -- Form of LCC International, Inc. Directors Stock Option Plan stock option
agreement for directors who will receive Class A Common Stock (other than Mark
D. Ein).
10.45 -- Form of LCC International, Inc. Directors Stock Option Plan stock option
agreement for Mark D. Ein.
10.46 -- Form of Phantom Membership Plan Exchange Agreement.
10.47 -- Revolving Credit Note dated June 14, 1996 by LCC, L.L.C. to The Chase Manhattan
Bank (National Association) in the amount of $12,500,000.
10.48 -- Term Note dated June 14, 1996 by LCC, L.L.C. to The Chase Manhattan Bank
(National Association) in the amount of $7,500,000.
10.49 -- Letter Agreement dated August 22, 1996 between LCC International, Inc. and Arno
Penzias.
</TABLE>

II-4
<PAGE> 100

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------------------
<C> <S>
10.50 -- Lease Agreement dated July 17, 1992 between Colonial Village Center Associates
and Telecom Solutions, Inc., assigned to Telcom Ventures, L.L.C. by agreement
dated December 30, 1993, amended by Amendment to Lease dated June 10, 1994, and
further assigned to LCC, L.L.C. by agreement dated September , 1996.
10.51 -- Form of Notice of Assignment of Subordinated Note Due 2000 from Telcom
Ventures, L.L.C. and LCC International, Inc. to MCI Telecommunications
Corporation.
10.52 -- Form of Second Amendment to Subordinated Note Due 2000 by Telcom Ventures,
L.L.C. and LCC International, Inc. payable to MCI Telecommunications
Corporation.
10.53 -- Form of Third Amendment to Subordinated Note Due 2000 by Telcom Ventures,
L.L.C. and LCC International, Inc. payable to MCI Telecommunications
Corporation.
10.54 -- Amendment to Amended and Restated Securityholders Agreement dated September 19,
1996 among Telcom Ventures, L.L.C., LCC, Incorporated, TC Group, L.L.C., LCC,
L.L.C. and MCI Telecommunications Corporation.
10.55 -- Series D Convertible Debenture Due March 27, 2001 by DCR Communications, Inc.
dated March 27, 1996.
10.56 -- Series D Convertible Debenture Due May 10, 2001 by DCR Communications, Inc.
dated May 10, 1996.
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>

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

* Previously filed in Amendment No. 1 to the Registration Statement.

+ Confidential treatment has been granted for certain portions of this document.
The copy filed as an exhibit omits 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 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.

II-5
<PAGE> 101

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-6
<PAGE> 102

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Amendment No. 2 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Arlington, Commonwealth of Virginia, on the 20th day of September, 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 Amendment
No. 2 to the 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 September 20, 1996
- --------------------------------------------- Directors
Rajendra Singh
/s/ NEERA SINGH Co-Chairperson of the Board September 20, 1996
- --------------------------------------------- of Directors and Executive
Neera Singh Vice President
/s/ PIYUSH SODHA Director, President and September 20, 1996
- --------------------------------------------- Chief Executive Officer
Piyush Sodha (Principal Executive
Officer)
/s/ RICHARD HOZIK Senior Vice President, September 20, 1996
- --------------------------------------------- Treasurer and Chief
Richard Hozik Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ MARK D. EIN Director September 20, 1996
- ---------------------------------------------
Mark D. Ein
/s/ ARNO A. PENZIAS Director September 20, 1996
- ---------------------------------------------
Arno Penzias
</TABLE>

II-7
<PAGE> 103

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
- ------ ------------------------------------------------------------------------- ------------
<C> <S> <C>
1 -- Form of Underwriting Agreement. ......................................
3.1 -- Restated Certificate of Incorporation of the Company. ................
3.2 -- Amended and Restated Bylaws of the Company. ..........................
4.1 -- Form of Class A and Class B Common Stock certificates. ...............
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.L.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 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, L.L.C. 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 Telecom Inc. and LCC, L.L.C.*...................
10.17 -- Letter Agreement dated March , 1996 between NextWave Telecom, 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 Telecom, Inc.
and LCC, L.L.C. ......................................................
10.19 -- Subscription Agreement dated March , 1996 between NextWave Telecom,
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 as of August 27, 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 between LCC International, Inc. and each
of Rajendra Singh, Neera Singh, Piyush Sodha, Mark D. Ein, Arno A.
Penzias, J. Michael Bonin, Kathryn M. Condello, Peter A. Deliso,
Richard Hozik, Frank F. Navarrete, Donald R. Rose and Gerard L.
Vincent. .............................................................
10.33 -- Overhead and Administrative Services Agreement dated August 27, 1996
between LCC International, Inc. and Telcom Ventures, L.L.C. ..........
10.34 -- Agreement of Merger dated September 15, 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 LCC International, Inc. Directors Stock Option Plan stock
option agreement for directors who will receive Class B Common
Stock. ...............................................................
10.36 -- Amended and Restated Securityholders Agreement dated July 25, 1996
among Telcom Ventures, L.L.C., 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, L.L.C.
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 by Telcom Ventures, L.L.C. to LCC
International, Inc. ..................................................
10.40 -- Form of Stock Option Agreement between LCC International, Inc. and the
Carlyle Option Designees. ............................................
10.41 -- Form of LCC International, Inc. 1996 Employee Stock Option Plan
incentive stock option agreement. ....................................
10.42 -- Form of LCC International, Inc. 1996 Employee Stock Option Plan
non-incentive stock option agreement. ................................
10.43 -- Form of LCC International, Inc. 1996 Employee Stock Option Plan
non-incentive stock option agreement (for employees who had been
eligible to participate in the LCC, L.L.C. 1994 Phantom Membership
Plan or the LCC, L.L.C. 1996 Employee Option Plan). ..................
10.44 -- Form of LCC International, Inc. Directors Stock Option Plan stock
option agreement for directors who will receive Class A Common Stock
(other than Mark D. Ein). ............................................
10.45 -- Form of LCC International, Inc. Directors Stock Option Plan stock
option agreement for Mark D. Ein. ....................................
10.46 -- Form of Phantom Membership Plan Exchange Agreement. ..................
10.47 -- Revolving Credit Note dated June 14, 1996 by LCC, L.L.C. to The Chase
Manhattan Bank (National Association) in the amount of
$12,500,000. .........................................................
10.48 -- Term Note dated June 14, 1996 by LCC, L.L.C. to The Chase Manhattan
Bank (National Association) in the amount of $7,500,000. .............
10.49 -- Letter Agreement dated August 22, 1996 between LCC International, Inc.
and Arno Penzias. ....................................................
10.50 -- Lease Agreement dated July 17, 1992 between Colonial Village Center
Associates and Telecom Solutions, Inc., assigned to Telcom Ventures,
L.L.C. by agreement dated December 30, 1993, amended by Amendment to
Lease dated June 10, 1994, and further assigned to LCC, L.L.C. by
agreement dated September , 1996. ..................................
10.51 -- Form of Notice of Assignment of Subordinated Note Due 2000 from Telcom
Ventures, L.L.C. and LCC International, Inc. to MCI Telecommunications
Corporation. .........................................................
10.52 -- Form of Second Amendment to Subordinated Note Due 2000 by Telcom
Ventures, L.L.C. and LCC International, Inc. payable to MCI
Telecommunications Corporation. ......................................
10.53 -- Form of Third Amendment to Subordinated Note Due 2000 by Telcom
Ventures, L.L.C. and LCC International, Inc. payable to MCI
Telecommunications Corporation. ......................................
</TABLE>

<PAGE> 106

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
- ------ ------------------------------------------------------------------------- ------------
<C> <S> <C>
10.54 -- Amendment to Amended and Restated Securityholders Agreement dated
September 19, 1996 among Telcom Ventures, L.L.C., LCC, Incorporated,
TC Group, L.L.C., LCC, L.L.C. and MCI Telecommunications
Corporation. .........................................................
10.55 -- Series D Convertible Debenture Due March 27, 2001 by DCR
Communications, Inc. dated March 27, 1996. ...........................
10.56 -- Series D Convertible Debenture Due May 10, 2001 by DCR Communications,
Inc. dated May 10, 1996. .............................................
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>

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

* Previously filed in Amendment No. 1 to the Registration Statement.

+ Confidential treatment has been granted for certain portions of this document.
The copy filed as an exhibit omits 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.

<PAGE> 1
EXHIBIT 1

PWRW&G
DRAFT
9/19/96

__________ Shares

LCC INTERNATIONAL, INC.

Class A Common Stock

UNDERWRITING AGREEMENT

September __, 1996

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALEX. BROWN & SONS INCORPORATED
OPPENHEIMER & CO., INC.
As representatives of the
several underwriters
named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
140 Broadway
New York, New York 10005

Dear Sirs:

LCC International, Inc., a Delaware corporation (the
"Company"), and the stockholder of the Company named in Schedule II hereto (the
"Selling Stockholder"), severally propose to sell an aggregate of ___________
shares of Class A Common Stock, par value $.01 per share of the Company (the
"Firm Shares"), to the several underwriters named in Schedule I hereto (the
"Underwriters"). The Firm Shares consist of _________ shares to be issued and
sold by the Company and ___________ outstanding shares to be sold by the
Selling Stockholder. The Company also proposes to issue and sell to the
several Underwriters, and the Selling Stockholder

<PAGE> 2
2

also proposes to sell to the several Underwriters, not more than _______ and
________ additional shares of Class A Common Stock, par value $.01 per share,
of the Company (the "Additional Shares"), respectively, if requested by the
Underwriters as provided in Section 2 hereof. The Firm Shares and the
Additional Shares are herein collectively called the Shares. The shares of
Class A Common Stock, par value $.01 per share, of the Company to be
outstanding after giving effect to the sales contemplated hereby are
hereinafter referred to as the Common Stock. The Company and the Selling
Stockholder are hereinafter collectively called the Sellers.

1. Registration Statement and Prospectus. The Company
has prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively called the "Act"), a registration statement on Form S-1 including
a prospectus relating to the Shares, which may be amended. The registration
statement as amended at the time when it becomes effective, including a
registration statement (if any) filed pursuant to Rule 462(b) under the Act
increasing the size of the offering registered under the Act and information
(if any) deemed to be part of the registration statement at the time of
effectiveness pursuant to Rule 430A under the Act, is hereinafter referred to
as the Registration Statement; and the prospectus in the form first used to
confirm sales of Shares is hereinafter referred as the Prospectus.

2. Agreements to Sell and Purchase. On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, (i) the Company agrees to issue and sell ______________
Firm Shares, (ii) the Selling Stockholder agrees to sell the number of Firm
Shares set forth opposite the Selling Stockholder's name in Schedule II hereto
and (iii) each Underwriter agrees, severally and not jointly, to purchase from
each Seller at a price per share of $______ (the "Purchase Price") the number
of Firm Shares (subject to such adjustments to eliminate fractional shares as
you may determine) which bears the same proportion to the total number of Firm
Shares to be sold by such Seller as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto bears to the total
number of Firm Shares.

On the basis of the representations and warranties contained
in this Agreement, and subject to its terms and conditions, (i) the Company
agrees to issue and sell up to ______ Additional Shares, (ii) the Selling
Stockholder agrees to sell such number of Additional Shares as is set forth
opposite its name on Schedule II under the heading "Number of Additional Shares
Being Sold" and (ii) the Underwriters shall have the right to purchase,
severally and not jointly, up to an aggregate _______ Additional Shares from
the Sellers at the Purchase Price. Additional Shares may be purchased solely
for the purpose of covering over-allotments made in connection with the
offering of the Firm Shares. The Underwriters may exercise their right to
purchase Additional

<PAGE> 3
3

Shares in whole or in part from time to time by giving written notice thereof
to the Company and the Selling Stockholder within 30 days after the date of
this Agreement. You shall give any such notice on behalf of the Underwriters
and such notice shall specify the aggregate number of Additional Shares to be
purchased pursuant to such exercise and the date for payment and delivery
thereof. The date specified in any such notice shall be a business day (i) no
earlier than the Closing Date (as hereinafter defined), (ii) no later than ten
business days after such notice has been given and (iii) no earlier than two
business days after such notice has been given. If any Additional Shares are
to be purchased, each Underwriter, severally and not jointly, agrees to
purchase from the Company and the Selling Stockholder the number of Additional
Shares (subject to such adjustments to eliminate fractional shares as you may
determine) which bears the same proportion to the total number of Additional
Shares to be purchased from the Company and the Selling Stockholder as the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I bears to the total number of Firm Shares.

The Sellers hereby agree, severally and not jointly, and the
Company shall, concurrently with the execution of this Agreement, deliver an
agreement executed by (i) each of the directors and officers of the Company and
(ii) each stockholder listed on Annex I hereto, pursuant to which each such
person agrees, not to offer, sell, contract to sell, grant any option to
purchase, or otherwise dispose of any common stock of the Company or any
securities convertible into or exercisable or exchangeable for such common
stock or in any other manner transfer all or a portion of the economic
consequences associated with the ownership of any such common stock, except to
the Underwriters pursuant to this Agreement, for a period of 180 days after the
date of the Prospectus without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation. Notwithstanding the foregoing, during such
period (i) the Company may grant stock options pursuant to the Company's
existing stock option plans (and may issue shares of Common Stock upon the
exercise thereof, which shares will be subject to the restrictions contained in
the foregoing sentence), (ii) the Company may issue shares of its Common Stock
upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof and (iii) shares of Common Stock may be
transferred to affiliates of the transferor and may be transferred by gift to
any person, provided that the transferee delivers an agreement containing the
restrictions specified in the foregoing sentence.

3. Terms of Public Offering. The Sellers are advised by
you that the Underwriters propose (i) to make a public offering of their
respective portions of the Shares as soon after the effective date of the
Registration Statement as in your judgment is advisable and (ii) initially to
offer the Shares upon the terms set forth in the Prospectus.

<PAGE> 4
4

4. Delivery and Payment. Delivery to the Underwriters
of and payment for the Firm Shares shall be made at 10:00 A.M., New York City
time, on the third or fourth business day unless otherwise permitted by the
Commission pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (the "Closing Date") following the date of the
initial public offering, at the offices of counsel to the Underwriters, Paul,
Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York, New
York 10019-6064. The Closing Date and the location of delivery of and the
form of payment for the Firm Shares may be varied by agreement between you and
the Sellers.

Delivery to the Underwriters of and payment for any Additional
Shares to be purchased by the Underwriters shall be made at such place as you
shall designate at 10:00 A.M., New York City time, on the date specified in the
applicable exercise notice given by you pursuant to Section 2 (an "Option
Closing Date"). Any such Option Closing Date and the location of delivery of
and the form of payment for such Additional Shares may be varied by agreement
between you, the Company and the Selling Stockholder.

Certificates for the Shares shall be registered in such names
and issued in such denominations as you shall request in writing not later than
two full business days prior to the Closing Date or an Option Closing Date, as
the case may be. Such certificates shall be made available to you for
inspection not later than 9:30 A.M., New York City time, on the business day
next preceding the Closing Date or an Option Closing Date, as the case may be.
Certificates in definitive form evidencing the Shares shall be delivered to you
on the Closing Date or an Option Closing Date, as the case may be, with any
transfer taxes thereon duly paid by the respective Sellers, for the respective
accounts of the several Underwriters, against payment of the Purchase Price
therefor by wire transfer of immediately available funds to the order of the
applicable Sellers.

5. Agreements of the Company. The Company agrees with
you:

5.1 To use its best efforts to cause the
Registration Statement to become effective at the earliest possible time.

5.2 To advise you promptly and, if requested by you,
to confirm such advice in writing, (i) when the Registration Statement has
become effective and when any post-effective amendment to it becomes effective,
(ii) of any request by the Commission for amendments to the Registration
Statement or amendments or supplements to the Prospectus or for additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Shares for offering or sale in any jurisdiction, or the
initiation of any proceeding for such purposes, and (iv) of the

<PAGE> 5
5

happening of any event during the period referred to in paragraph (e) below
which makes any statement of a material fact made in the Registration
Statement or the Prospectus untrue or which requires the making of any
additions to or changes in the Registration Statement or the Prospectus in
order to make the statements therein not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Company will make every reasonable effort to obtain
the withdrawal or lifting of such order at the earliest possible time.

5.3 To furnish to you, without charge, two signed
copies of the Registration Statement as first filed with the Commission and of
each amendment to it, including all exhibits, and to furnish to you and each
Underwriter designated by you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it, without
exhibits, as you may reasonably request.

5.4 Not to file any amendment or supplement to the
Registration Statement, whether before or after the time when it becomes
effective, or to make any amendment or supplement to the Prospectus of which
you shall not previously have been advised or to which you shall reasonably
object; and to prepare and file with the Commission, promptly upon your
reasonable request, any amendment to the Registration Statement or supplement
to the Prospectus which may be necessary or advisable in connection with the
distribution of the Shares by you, and to use its best efforts to cause the
same to become promptly effective.

5.5 Promptly after the Registration Statement
becomes effective, and from time to time thereafter for such period as in the
opinion of counsel for the Underwriters a prospectus is required by law to be
delivered in connection with sales by an Underwriter or a dealer, to furnish to
each Underwriter and dealer as many copies of the Prospectus (and of any
amendment or supplement to the Prospectus) as such Underwriter or dealer may
reasonably request.

5.6 If during the period specified in Section 5.5
any event shall occur as a result of which, in the judgment of the Company or
in the opinion of counsel for the Underwriters, it becomes necessary to amend
or supplement the Prospectus in order to make the statements therein, in the
light of the circumstances when the Prospectus is delivered to a purchaser, not
misleading, or if it is necessary to amend or supplement the Prospectus to
comply with any law, forthwith to prepare and file with the Commission an
appropriate amendment or supplement to the Prospectus so that the statements in
the Prospectus, as so amended or supplemented, will not in the light of the
circumstances when it is so delivered, be misleading, or so that the Prospectus
will comply with law, and to furnish to each Underwriter and to such dealers as
you shall specify, such number of copies thereof as such Underwriter or
dealers, may reasonably request.

<PAGE> 6
6

5.7 Prior to any public offering of the Shares, to
cooperate with you and counsel for the Underwriters in connection with the
registration or qualification of the Shares for offer and sale by the several
Underwriters and by dealers under the state securities or Blue Sky laws of such
jurisdictions as you may request, to continue such qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification.

5.8 To mail and make generally available to its
stockholders as soon as is required by the rules of the Commission an earnings
statement covering a period of at least 12 months after the effective date of
the Registration Statement (but in no event commencing later than 90 days after
such date) which shall satisfy the provisions of Section 11(a) of the Act, and
to advise you in writing when such statement has been so made available.

5.9 To furnish to the record holders of its Common
Stock such financial and other reports of the Company and its subsidiaries as
is required to be so furnished by the Act, the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations of the
Commission promulgated thereunder.

5.10 During the period referred to in Section 5.9,
to furnish to you as soon as available a copy of each report or other publicly
available information of the Company mailed to the holders of Common Stock or
filed with the Commission and such other publicly available information
concerning the Company and its subsidiaries as you may reasonably request.

5.11 To pay all costs, expenses, fees and taxes
(other than taxes based on the income of any person other than the Company and
its subsidiaries) incident to (i) the preparation, printing, filing and
distribution under the Act of the Registration Statement (including financial
statements and exhibits), each preliminary prospectus and all amendments and
supplements to any of them prior to or during the period specified in Section
5.5, (ii) the printing and delivery of the Prospectus and all amendments or
supplements to it during the period specified in Section 5.5, (iii) the
printing and delivery of this Agreement, the Preliminary and Supplemental Blue
Sky Memoranda and all other agreements, memoranda, correspondence and other
documents printed and delivered in connection with the offering of the Shares
(including in each case any disbursements of counsel for the Underwriters
relating to such printing and delivery), (iv) the registration or qualification
of the Shares for offer and sale under the securities or Blue Sky laws of the
several states (including in each case the reasonable fees and disbursements
of counsel for the Underwriters relating to such registration or qualification
and memoranda relating thereto), (v) filings and clearance with the National
Association of Securities Dealers, Inc. in connection with the offering, (vi)
the listing of the Shares on the Nasdaq National Market, (vii)

<PAGE> 7
7

furnishing such copies of the Registration Statement, the Prospectus and all
amendments and supplements thereto as may be requested for use in connection
with the offering or sale of the Shares by the Underwriters or by dealers to
whom Shares may be sold and (viii) the performance by the Sellers of their
other obligations under this Agreement.

5.12 To use its best efforts to maintain the
inclusion of the Common Stock in the Nasdaq National Market (or on a national
securities exchange) for a period of five years after the effective date of the
Registration Statement.

5.13 To use its best efforts to do and perform all
things required or necessary to be done and performed under this Agreement by
the Company prior to the Closing Date or any Option Closing Date, as the case
may be, and to satisfy all conditions precedent to the delivery of the Shares.

6. Representations and Warranties of the Company. The
Company represents and warrants to each Underwriter that:

6.1 (i) Each part of the Registration Statement, as
amended or supplemented, if applicable, when such part becomes effective, will
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) the Registration Statement and the Prospectus comply and,
as amended or supplemented, if applicable, will comply in all material respects
with the Act and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except that the representations and warranties set forth in this
Section 6.1 do not apply to statements or omissions in the Registration
Statement or the Prospectus based upon information relating to any Underwriter
furnished to the Company in writing by or on behalf of such Underwriter through
you expressly for use therein.

6.2 Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any amendment thereto,
or filed pursuant to Rule 424 under the Act, and each Registration Statement
filed pursuant to Rule 462(b) under the Act, if any, complied when so filed in
all material respects with the Act; and did not contain an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

6.3 The Company and each of its "Significant
Subsidiaries" (as such term is defined in Rule 405 under the Act) has been duly
incorporated or duly organized, as the case may be, is validly existing as a
corporation or limited liability

<PAGE> 8
8

company, as the case may be, in good standing under the laws of its
jurisdiction of incorporation and has the corporate or limited liability
company power and authority to carry on its business as it is currently being
conducted and to own, lease and operate its properties, and each is duly
qualified and is in good standing as a foreign corporation or foreign limited
liability company, as the case may be, authorized to do business in each
jurisdiction in which the nature of its business or its ownership or leasing of
property requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the Company and its
Significant Subsidiaries, taken as a whole. All of the Company's Significant
Subsidiaries are as listed in Exhibit 21 to the Registration Statement.

6.4 All of the outstanding shares of capital stock
of, or other ownership interests in, each of the Company's Significant
Subsidiaries listed in Exhibit 21 to the Registration Statement as being owned
by the Company have been duly authorized and validly issued and (in the case of
Significant Subsidiaries that are corporations) are fully paid and
non-assessable, and are owned by the Company, free and clear of any security
interest, claim, lien, encumbrance or adverse interest of any nature, except
(i) as disclosed in the Prospectus and (ii) for transfer restrictions under
federal and state securities laws.

6.5 All the outstanding shares of capital stock of
the Company, and those to be issued pursuant to the Merger (as such term is
defined in the Prospectus) have been, or will be in the case of the Shares to
be issued pursuant to the Merger, duly authorized and validly issued and are
fully paid, non-assessable and not subject to any preemptive or similar rights;
and the Shares to be issued and sold by the Company hereunder have been duly
authorized and, when issued and delivered to the Underwriters against payment
therefor as provided by this Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.

6.6 The authorized capital stock of the Company,
including the Common Stock, conforms as to legal matters to the description
thereof contained in the Prospectus.

6.7 Neither the Company nor any of its Significant
Subsidiaries is in violation of its respective charter, by-laws or other
organizational documents or in default in the performance of any obligation,
agreement or condition contained in any bond, debenture, note or any other
evidence of indebtedness or in any other agreement, indenture or instrument to
which the Company or any of its Significant Subsidiaries is a party or by which
it or any of its Significant Subsidiaries or their respective property is bound
and which is material to the conduct of the business of the Company and its
Significant Subsidiaries taken as a whole.

<PAGE> 9
9

6.8 The Company has full power and all legal right
and authority to enter into this Agreement and each of the Company and the
Limited Liability Company (as such terms are defined in the Prospectus) has
full power and all legal right and authority to consummate the Merger, the MCI
Note Assumption and the MCI Conversion (as such term is defined in the
Prospectus). The Company has full power and all legal right and authority to
issue, sell, assign, transfer and deliver the Shares to be sold by it in the
manner provided herein. This Agreement has been duly authorized, executed and
delivered by the Company and is a valid, binding agreement of the Company
enforceable in accordance with its terms, except as rights to indemnify and
contribution hereunder may be limited by applicable law. The (i) execution,
delivery and performance of this Agreement, (ii) compliance by the Company with
all the provisions hereof, (iii) consummation of the transactions contemplated
hereby and (iv) consummation by the Company and the Limited Liability Company
of the Merger, the MCI Note Assumption and the MCI Conversion, will not require
any consent, approval, authorization or other order of any court, regulatory
body, administrative agency or other governmental body (except as such may be
required under the securities or Blue Sky laws of the various states) and will
not conflict with or constitute a breach of any of the terms or provisions of,
or a default under, the charter, by-laws or other organizational documents of
the Company, any of its Significant Subsidiaries or the Limited Liability
Company or any agreement, indenture or other instrument to which the Company,
any of its Significant Subsidiaries or the Limited Liability Company is a party
or by which the Company, any of its Significant Subsidiaries or the Limited
Liability Company or their respective property is bound (except for such
conflicts or breaches which could not have a material adverse affect on the
business, prospects, financial condition or results of operation of the Company
and its Significant Subsidiaries, taken as a whole), or violate or conflict
with any laws, administrative regulations or rulings or court decrees
applicable to the Company, any of its Significant Subsidiaries or the Limited
Liability Company or their respective property.

6.9 Except as otherwise set forth in the Prospectus,
there are no material legal or governmental proceedings pending to which the
Company, any of its Significant Subsidiaries or the Limited Liability Company
is a party or of which any of their respective property is the subject, and, to
the Company's knowledge, no such proceedings are threatened or contemplated.
No contract or document of a character required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement is not so described or filed as required.

6.10 Neither the Company, any of its Significant
Subsidiaries nor the Limited Liability Company has violated any foreign,
federal, state or local law or regulation relating to the protection of human
health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("Environmental Laws"), nor any federal or state law
relating to discrimination in the hiring, promotion or pay of employees nor any
applicable federal or state wages and hours laws, nor any

<PAGE> 10
10

provisions of the Employee Retirement Income Security Act or the rules and
regulations promulgated thereunder, which in each case could not reasonably be
expected to result in any material adverse change in the business, prospects,
financial condition or results of operation of the Company and its Significant
Subsidiaries, taken as a whole.

6.11 The Company and each of its Significant
Subsidiaries has such permits, licenses, franchises and authorizations of
governmental or regulatory authorities ("permits"), including, without
limitation, under any applicable Environmental Laws, as are necessary to own,
lease and operate its respective properties and to conduct its business; the
Company and each of its Significant Subsidiaries has fulfilled and performed
all of its material obligations with respect to such permits and no event has
occurred which allows, or after notice or lapse of time would allow, revocation
or termination thereof or results in any other material impairment of the
rights of the holder of any such permit; and, except as described in the
Prospectus, such permits contain no restrictions that are materially burdensome
to the Company or any of its Significant Subsidiaries.

6.12 Except as otherwise set forth in the Prospectus
or such as are not material to the business, prospects, financial condition or
results of operation of the Company and its Significant Subsidiaries, taken as
a whole, the Company and each of its Significant Subsidiaries has good and
marketable title, free and clear of all liens, claims, encumbrances and
restrictions, except liens for taxes not yet due and payable, to all property
and assets described in the Registration Statement as being owned by it. All
leases to which the Company or any of its Significant Subsidiaries is a party
are valid and binding and no default has occurred or is continuing thereunder,
which might result in any material adverse change in the business, prospects,
financial condition or results of operation of the Company and its Significant
Subsidiaries taken as a whole, and the Company and its Significant Subsidiaries
enjoy peaceful and undisturbed possession under all such leases to which any of
them is a party as lessee with such exceptions as do not materially interfere
with the use made by the Company or such Significant Subsidiary.

6.13 The Company and each of its Significant
Subsidiaries maintains reasonably adequate insurance with respect to events
customarily insured against by companies similar to the Company that are in the
Company's industry.

6.14 KPMG Peat Marwick are independent public
accountants with respect to the Limited Liability Company and the Company as
required by the Act.

6.15 The financial statements, together with related
schedules and notes forming part of the Registration Statement and the
Prospectus (and any

<PAGE> 11
11

amendment or supplement thereto), present fairly, in all material respects, the
consolidated financial position, results of operations, capital and cash flows
of the Limited Liability Company and its subsidiaries on the basis stated in
the Registration Statement at the respective dates or for the respective
periods to which they apply; such statements and related schedules and notes
have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as disclosed
therein; and the other financial and statistical information and data set forth
in the Registration Statement and the Prospectus (and any amendment or
supplement thereto) is, in all material respects, accurately presented and
prepared on a basis consistent with such financial statements and the books and
records of the Limited Liability Company.

6.16 The Company is not an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

6.17 Except as disclosed in the Prospectus, no
holder of any security of the Company has any right to require registration of
shares of Common Stock or any other security of the Company.

6.18 The Company has complied with all provisions of
Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

6.19 There are no outstanding subscriptions, rights,
warrants, options, calls, convertible securities, commitments of sale or liens
related to or entitling any person to purchase or otherwise to acquire any
shares of the capital stock of, or other ownership interest in, the Company or
any of its Significant Subsidiaries, except as otherwise disclosed in the
Registration Statement.

6.20 Except as disclosed in the Prospectus, there
are no business relationships or related party transactions required to be
disclosed therein by Item 404 of Regulation S-K of the Commission.

6.21 There is (i) no significant unfair labor
practice complaint pending against the Company, any of its Significant
Subsidiaries or the Limited Liability Company or, to the knowledge of the
Company, threatened against any of them, before the National Labor Relations
Board or any state or local labor relations board, and no significant grievance
or more significant arbitration proceeding arising out of or under any
collective bargaining agreement is so pending against the Company, any of its
Significant Subsidiaries or the Limited Liability Company or, to the knowledge
of the Company, threatened against any of them, and (ii) no significant strike,
labor dispute, slowdown or stoppage pending against the Company, any of its
Significant Subsidiaries or the Limited Liability Company or, to the knowledge
of the

<PAGE> 12
12

Company, threatened against it, any of its Significant Subsidiaries or the
Limited Liability Company except for such actions specified in clause (i) or
(ii) above, which, singly or in the aggregate could not reasonably be expected
to have a material adverse effect on the Company and its Significant
Subsidiaries, taken as a whole.

6.22 The Company and each of its Significant
Subsidiaries maintains a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

6.23 All material tax returns required to be filed
by the Company, each of its Significant Subsidiaries and the Limited Liability
Company in any jurisdiction have been filed, and all material taxes, including
withholding taxes, penalties and interest, assessments, fees and other charges
due pursuant to such returns or pursuant to any assessment received by the
Company, any of its Significant Subsidiaries or the Limited Liability Company
have been paid, other than tax returns and taxes (i) being contested in good
faith and for which adequate reserves have been provided or (ii) which are not
being contested and for which adequate reserves have been provided.

6.24 The Company has filed a registration statement
pursuant to Section 12(g) of the Exchange Act to register the Common Stock, has
filed an application to list the Shares on the Nasdaq National Market, and has
received notification that the listing has been approved, subject to notice of
issuance.

6.25 The Merger will become effective on or before
______ , 1996, in accordance with the laws of Delaware. The Merger will
constitute a transaction described in Section 351 of the Internal Revenue Code
of 1986, as amended (the "Code"), and will not result in the recognition of
any material liability under the Code or otherwise for taxes for the Company or
any of its subsidiaries.

7. Representations and Warranties of the Selling
Stockholder. The Selling Stockholder represents and warrants to each
Underwriter that:

7.1 The Selling Stockholder is the lawful owner of
the Shares to be sold by such Selling Stockholder pursuant to this Agreement
and has, and on the Closing Date (and Option Closing Date, if applicable) will
have, good and marketable

<PAGE> 13
13

title to such Shares, free of all restrictions on transfer, liens,
encumbrances, security interests and claims whatsoever.

7.2 Upon delivery of and payment for such Shares
pursuant to this Agreement, good and clear title to such Shares will pass to
the Underwriters, free of all restrictions on transfer, liens, encumbrances,
security interests and claims whatsoever.

7.3 The Selling Stockholder has, and on the Closing
Date will have, full corporate power and all legal right and authority to enter
into this Agreement and to sell, assign, transfer and deliver such Shares in
the manner provided herein, and this Agreement has been duly authorized,
executed and delivered by the Selling Stockholder and is a valid and binding
agreement of the Selling Stockholder enforceable in accordance with its terms,
except as rights to indemnity and contribution hereunder may be limited by
applicable law.

7.4 The Selling Stockholder has not taken, and will
not take, directly or indirectly, any action designed to, or which might
reasonably be expected to, cause or result in stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of
the Shares pursuant to the distribution contemplated by this Agreement, and
other than as permitted by the Act, the Selling Stockholder has not distributed
and will not distribute any prospectus or other offering material in connection
with the offering and sale of the Shares.

7.5 The execution, delivery and performance of this
Agreement by the Selling Stockholder, compliance by the Selling Stockholder
with all the provisions hereof and the consummation by the Selling Stockholder
of the transactions contemplated hereby will not require any consent, approval,
authorization or other order of any court, regulatory body, administrative
agency or other governmental body (except as such may be required under the
Act, state securities laws or Blue Sky laws) and will not conflict with or
constitute a breach of any of the terms or provisions of, or a default under,
the certificate of incorporation or by-laws of the Selling Stockholder, or any
agreement, indenture or other instrument to which the Selling Stockholder is a
party or by which the Selling Stockholder or property of the Selling
Stockholder is bound, or violate or conflict with any laws, administrative
regulation or ruling or court decree applicable to the Selling Stockholder or
property of the Selling Stockholder.

7.6 Such parts of the Registration Statement which
specifically relate to the Selling Stockholder do not, and will not on the
Closing Date (and any Option Closing Date, if applicable), contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the

<PAGE> 14
14

statements therein, in light of circumstances under which they were made, not
misleading.

7.7 At any time during the period described in
Section 5.5 hereof, if there is any change in the information referred to in
Section 7.6 above, the Selling Stockholder will immediately notify you of such
change.

8. Indemnification.

8.1 The Company agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
from and against any and all losses, claims, damages, liabilities and judgments
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim,
damage, liability or judgment as such expenses are incurred, except insofar as
such losses, claims, damages, liabilities or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished in writing to the Company by
or on behalf of any Underwriter through you, or by the Selling Stockholder
under the caption "Principal and Selling Stockholders", in either case
expressly for use therein; provided, however, that the foregoing indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages, liabilities and judgments purchased Shares, or any person
controlling such Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Underwriter to such
person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the Shares to such person, and if the
Prospectus (as so amended and supplemented) would have cured the defect giving
rise to such loss, claim, damage, liability or judgment.

8.2 The Selling Stockholder agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages, liabilities
and judgments caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus (as
amended or supplemented if the Company

<PAGE> 15
15

shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent that such untrue statement
or alleged untrue statement or omission or alleged omission was contained in
those sections, or portions of sections, of the prospectus describing the
Selling Stockholder, Telcom Ventures, the Founder Corporation or TC Group (as
each such term is defined in the Prospectus) and/or the business relationships
of the Selling Stockholder, Telcom Ventures, the Founder Corporation and/or TC
Group with the Company and its subsidiaries, all as identified in Exhibit A
hereto, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or judgment as such expenses
are incurred; provided, however, that the foregoing indemnity agreement with
respect to any preliminary prospectus shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages,
liabilities and judgments purchased Shares, or by any person controlling such
Underwriter, if a copy of the Prospectus (as then amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Underwriter to such person, if required
by law so to have been delivered, at or prior to the written confirmation of
the sale of the Shares to such person, and if the Prospectus (as so amended and
supplemented) would have cured the defect giving rise to such loss, claim,
damage, liability or judgment. Notwithstanding the foregoing, the aggregate
liability of the Selling Stockholder pursuant to the provisions of this
paragraph and with respect to Section 7.6 hereof shall be limited to an amount
equal to the aggregate purchase price received by the Selling Stockholder from
the sale of the Selling Stockholder's Shares hereunder.

8.3 In case any action shall be brought against any
Underwriter or any person controlling such Underwriter, based upon any
preliminary prospectus, the Registration Statement or the Prospectus or any
amendment or supplement thereto and with respect to which indemnity may be
sought against the Company and/or the Selling Stockholder, as the case may be,
such Underwriter shall promptly notify the Company and/or the Selling
Stockholder, as the case may be, in writing and the Company and/or the Selling
Stockholder, as the case may be, shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such indemnified party and
payment of all reasonable fees and expenses. Any Underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the reasonable fees and
expenses of such counsel shall be at the expense of such Underwriter or such
controlling person unless (i) the employment of such counsel has been
specifically authorized in writing by the Company and/or the Selling
Stockholder, as the case may be, (ii) the Company and/or the Selling
Stockholder, as the case may be, shall have failed to assume the defense and
employ counsel or (iii) the named parties to any such action (including any

<PAGE> 16
16

impleaded parties) include both such Underwriter or such controlling person and
the Company or the Selling Stockholder, as the case may be, and such
Underwriter or such controlling person shall have been advised by such counsel
that there may be one or more legal defenses available to it which are
different from or additional to those available to the Company or the Selling
Stockholder, as the case may be (in which case the Company and/or the Selling
Stockholder, as the case may be, shall not have the right to assume the defense
of such action on behalf of such Underwriter or such controlling person, it
being understood, however, that the Company and/or the Selling Stockholder, as
the case may be, shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all such Underwriters and controlling
persons, which firm shall be designated in writing by Donaldson, Lufkin &
Jenrette Securities Corporation and that all such reasonable fees and expenses
shall be reimbursed as they are incurred). The applicable Seller shall not be
liable for any settlement of any such action effected without the written
consent of such Seller but if settled with the written consent of such Seller,
such Seller agrees to indemnify and hold harmless any Underwriter and any such
controlling person from and against any loss or liability by reason of such
settlement or, if both Sellers are liable with respect thereto, in the amount
of which the respective Sellers are liable pursuant to Section 8.1 or 8.2.
Notwithstanding the immediately preceding sentence, if in any case where the
fees and expenses of counsel are at the expense of the indemnifying party and
an indemnified party shall have requested the indemnifying party to reimburse
the indemnified party for such fees and expenses of counsel as incurred, such
indemnifying party agrees that it shall be liable for any settlement of any
action effected without its written consent if (i) such settlement is entered
into more than 90 days after the receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall have failed to
reimburse the indemnified party in accordance with such request for
reimbursement prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

8.4 Each Underwriter agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement, any person controlling the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, the Selling Stockholder and each person, if any, controlling the
Selling Stockholder within the meaning of Section 15 of the Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Sellers to each Underwriter but only with reference to information

<PAGE> 17
17

relating to such Underwriter furnished in writing by or on behalf of such
Underwriter through you expressly for use in the Registration Statement, the
Prospectus or any preliminary prospectus. In case any action shall be brought
against the Company, any of its directors, any such officer or any person
controlling the Company or the Selling Stockholder or any person controlling
the Selling Stockholder based on the Registration Statement, the Prospectus or
any preliminary prospectus and in respect of which indemnity may be sought
against any Underwriter, the Underwriter shall have the rights and duties given
to the Sellers (except that if any Seller shall have assumed the defense
thereof, such Underwriter shall not be required to do so, but may employ
separate counsel therein and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Underwriter), and
the Company, its directors, any such officers and any person controlling the
Company and the Selling Stockholder and any person controlling the Selling
Stockholder shall have the rights and duties given to the Underwriter, by
Section 8.3 hereof.

8.5 If the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Sellers on the one hand and the Underwriters on the other hand from the
offering of the Shares or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Sellers and the Underwriters in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative benefits received by the Sellers and the
Underwriters shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Sellers,
and the total underwriting discounts and commissions received by the
Underwriters, bear to the total price to the public of the Shares, in each case
as set forth in the table on the cover page of the Prospectus. The relative
fault of the Sellers and the Underwriters shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the Company, the Selling Stockholder or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

The Sellers and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 8.5 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable

<PAGE> 18
18

considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission and the Selling Stockholder shall not
be required to contribute any amount in excess of the aggregate purchase price
received by the Selling Stockholder from the sale of the Selling Stockholder's
Shares hereunder (and in the event there is a loss, claim, damage, liability or
judgment to which the Selling Stockholder would otherwise be required to
contribute such excess amount, the Company shall contribute such excess
amount). No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute pursuant to this Section 8.5 are several in
proportion to the respective number of Shares purchased by each of the
Underwriters hereunder and not joint.

8.6 Each Seller will accept the jurisdiction of any
state or federal court in the State of New York in any action, suit or
proceeding which may be instituted by any Underwriter or person controlling an
Underwriter asserting a claim for indemnification or contribution under or
pursuant to this Section 8, and waives, to the fullest extent permitted by
applicable law, any defense based upon lack of personal jurisdiction or venue.
A copy of any such process shall be sent or given to such Seller, at the
address for notices specified in Section 13 hereof.

9. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase the Firm Shares under this
Agreement are subject to the satisfaction of each of the following conditions:

9.1 All the representations and warranties of the
Company contained in this Agreement shall be true and correct on the Closing
Date with the same force and effect as if made on and as of the Closing Date.

9.2 The Registration Statement shall have become
effective not later than 5:00 P.M. (and in the case of a Registration Statement
filed under Rule 462(b) of the Act, not later than 10:00 p.m.), New York City
time, on the date of this Agreement or at such later date and time as you may
approve in writing, and at the Closing Date no stop order suspending the
effectiveness of the Registration Statement

<PAGE> 19
19

shall have been issued and no proceedings for that purpose shall have been
commenced or shall be pending before or contemplated by the Commission.

9.3 (i) Since the date of the latest balance sheet
included in the Registration Statement and the Prospectus, there shall not have
been any material adverse change, or any development involving a prospective
material adverse change, in the condition, financial or otherwise, or in the
earnings, affairs or business prospects, whether or not arising in the ordinary
course of business, of the Company or any of its Significant Subsidiaries, (ii)
since the date of the latest balance sheet included in the Registration
Statement and the Prospectus, there shall not have been any material change, or
any development involving a prospective material adverse change, in the capital
stock or in the long-term debt of the Company or any of its Significant
Subsidiaries from that set forth in the Registration Statement and Prospectus,
(iii) the Company and its Significant Subsidiaries shall have no liability or
obligation, direct or contingent, which is material to the Company and its
Significant Subsidiaries, taken as a whole, other than those reflected in the
Registration Statement and the Prospectus (including in the financial
statements included therein) and (iv) on the Closing Date you shall have
received a certificate dated the Closing Date, signed by Piyush Sodha and
Richard Hozik in their capacities as the President and Senior Vice President,
Treasurer and Chief Financial Officer, respectively, of the Company, confirming
the matters set forth in Section 9.1, Section 9.2 and Section 9.3.

9.4 All the representations and warranties of the
Selling Stockholder contained in this Agreement shall be true and correct on
the Closing Date with the same force and effect as if made on and as of the
Closing Date and you shall have received a certificate to such effect, dated
the Closing Date, from the Selling Stockholder.

9.5 You shall have received on the Closing Date an
opinion (satisfactory to you and counsel for the Underwriters), dated the
Closing Date, of (i) Hogan & Hartson L.L.P., counsel for the Company and the
Selling Stockholder, to the effect set forth in Exhibit B-1 hereto and (ii)
Peter A. Deliso, Vice President, Corporate Affairs and Assistant Secretary of
the Company, to the effect set forth in Exhibit B-2 hereto.

9.6 You shall have received on the Closing Date an
opinion, dated the Closing Date, of Paul, Weiss, Rifkind, Wharton & Garrison,
counsel for the Underwriters, as to the matters referred to in clauses (g),
(h), (j), (k) (but only with respect to the statements under the caption
"Underwriting") and (o) of Exhibit B-1 and the penultimate paragraph of Exhibit
B-1. In giving such opinion with respect to the matters covered by the
penultimate paragraph of Exhibit B-1, such counsel may state that their opinion
and belief are based upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements thereto
and

<PAGE> 20
20

review and discussion of the contents thereof, but are without independent
check or verification except as specified.

9.7 You shall have received a letter on and as of
the Closing Date, in form and substance satisfactory to you, from KPMG Peat
Marwick, LLP independent public accountants, with respect to the financial
statements and certain financial information contained in the Registration
Statement and the Prospectus and substantially in the form and substance of the
letter delivered to you by KPMG Peat Marwick, on the date of this Agreement.

9.8 The Company and the Selling Stockholder shall
not have failed at or prior to the Closing Date to perform or comply with any
of the agreements herein contained and required to be performed or complied
with by the Company at or prior to the Closing Date.

The several obligations of the Underwriters to purchase any Additional Shares
hereunder are subject to the delivery to you on the applicable Option Closing
Date of such documents as you may reasonably request with respect to the good
standing of the Company, the due authorization and issuance of such Additional
Shares and other matters related to the issuance of such Additional Shares.

10. Effective Date of Agreement and Termination. This
Agreement shall become effective upon the later of (i) execution of this
Agreement and (ii) when notification of the effectiveness of the Registration
Statement has been released by the Commission.

This Agreement may be terminated at any time prior to the
Closing Date by you by written notice to the Sellers if any of the following
has occurred: (i) since the respective dates as of which information is given
in the Registration Statement and the Prospectus, any material adverse change
or development involving a prospective material adverse change in the
condition, financial or otherwise, of the Company and its Significant
Subsidiaries, taken as a whole, or the earnings, affairs, or business prospects
of the Company and its Significant Subsidiaries, taken as a whole, whether or
not arising in the ordinary course of business, which would, in your judgment,
make it impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities
or other national or international calamity or crisis or change in economic
conditions or in the financial markets of the United States or elsewhere that,
in your judgment, is material and adverse and would, in your judgment, make it
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus, (iii) the suspension or material limitation of trading in
securities on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market or limitation on prices for securities on any such
exchange or National Market, (iv) the enactment, publication,

<PAGE> 21
21

decree or other promulgation of any federal or state statute, regulation, rule
or order of any court or other governmental authority which in your opinion
materially and adversely affects, or will materially and adversely affect, the
business or operations of the Company or any Significant Subsidiary, (v) the
declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in your
opinion has a material adverse effect on the financial markets in the United
States.

If on the Closing Date or on an Option Closing Date, as the
case may be, any one or more of the Underwriters shall fail or refuse to
purchase the Firm Shares or Additional Shares, as the case may be, which it or
they have agreed to purchase hereunder on such date and the aggregate number of
Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused
to purchase is not more than one-tenth of the total number of Shares to be
purchased on such date by all Underwriters, each non-defaulting Underwriter
shall be obligated severally, in the proportion which the number of Firm Shares
set forth opposite its name in Schedule I bears to the total number of Firm
Shares which all the non-defaulting Underwriters, as the case may be, have
agreed to purchase, or in such other proportion as you may specify, to
purchase the Firm Shares or Additional Shares, as the case may be, which such
defaulting Underwriter or Underwriters, as the case may be, agreed but failed
or refused to purchase on such date; provided that in no event shall the number
of Firm Shares or Additional Shares, as the case may be, which any Underwriter
has agreed to purchase pursuant to Section 2 hereof be increased pursuant to
this Section 10 by an amount in excess of one-ninth of such number of Firm
Shares or Additional Shares, as the case may be, without the written consent of
such Underwriter. If on the Closing Date or on an Option Closing Date, as the
case may be, any Underwriter or Underwriters shall fail or refuse to purchase
Firm Shares, or Additional Shares, as the case may be, and the aggregate number
of Firm Shares or Additional Shares, as the case may be, with respect to which
such default occurs is more than one-tenth of the aggregate number of Shares to
be purchased on such date by all Underwriters and arrangements satisfactory to
you and the applicable Sellers for purchase of such Shares are not made within
48 hours after such default, this Agreement will terminate without liability on
the part of any non-defaulting Underwriter and the applicable Sellers. In any
such case which does not result in termination of this Agreement, either you or
the Sellers shall have the right to postpone the Closing Date or the applicable
Option Closing Date, as the case may be, but in no event for longer than seven
days, in order that the required changes, if any, in the Registration Statement
and the Prospectus or any other documents or arrangements may be effected. Any
action taken under this paragraph shall not relieve any defaulting Underwriter
from liability in respect of any default of any such Underwriter under this
Agreement.

<PAGE> 22
22

11. Agreements of the Selling Stockholder. The Selling
Stockholder agrees with you and the Company:

11.1 To pay or to cause to be paid all transfer
taxes with respect to the Shares to be sold by the Selling Stockholder; and

11.2 To take all reasonable actions in cooperation
with the Company and the Underwriters to cause the Registration Statement to
become effective at the earliest possible time, do and perform all things to be
done and performed by the Selling Stockholder under this Agreement prior to the
Closing Date and satisfy all conditions precedent to the delivery of the Shares
to be sold by it pursuant to this Agreement.

12. Miscellaneous. Notices given pursuant to any
provision of this Agreement shall be addressed as follows: (a) if to the
Company, to LCC International, Inc., 2300 Clarendon Boulevard, Suite 800,
Arlington, Virginia 22201, (b) if to the Selling Stockholder, to RF Investors,
L.L.C. c/o 2300 Clarendon Boulevard, Arlington, Virginia 22201 and (c) if to
any Underwriter or to you, to you c/o Donaldson, Lufkin & Jenrette Securities
Corporation, 140 Broadway, New York, New York 10005, Attention: Syndicate
Department, or in any case to such other address as the person to be notified
may have requested in writing.

The respective indemnities, contribution agreements,
representations, warranties and other statements of the Selling Stockholder,
the Company, its officers and directors and of the several Underwriters set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter or by or on behalf of the Sellers, the
officers or directors of the Company or any controlling person of the Sellers,
(ii) acceptance of the Shares and payment for them hereunder and (iii)
termination of this Agreement.

If this Agreement shall be terminated by the Underwriters
because of any failure or refusal on the part of the Sellers to comply with the
terms or to fulfill any of the conditions of this Agreement, the Sellers agree
to reimburse the several Underwriters for all out-of-pocket expenses (including
the reasonable fees and disbursements of counsel) reasonably incurred by them.

Except as otherwise provided, this Agreement has been and is
made solely for the benefit of and shall be binding upon the Sellers, the
Underwriters, any controlling persons referred to herein and their respective
successors and assigns, all as and to the extent provided in this Agreement,
and no other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns"

<PAGE> 23
23

shall not include a purchaser of any of the Shares from any of the several
Underwriters merely because of such purchase.

This Agreement shall be governed and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely in such State.

This Agreement may be signed in various counterparts which
together shall constitute one and the same instrument.

Please confirm that the foregoing correctly sets forth the
agreement between the Company, the Selling Stockholder and the several
Underwriters.

Very truly yours,

LCC INTERNATIONAL, INC.

By
----------------------------
Title:

RF INVESTORS, L.L.C.

By
----------------------------
Title:

<PAGE> 24
24

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALEX. BROWN & SONS INCORPORATED
OPPENHEIMER & CO., INC.
Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto

By DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By
--------------------------

<PAGE> 25
25

SCHEDULE I

<TABLE>
<CAPTION>
Number of Firm Shares
Underwriters to be Purchased
------------ ---------------------
<S> <C>
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.

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

Total
</TABLE>

<PAGE> 26
26

SCHEDULE II

Selling Stockholder

<TABLE>
<CAPTION>
Number of Firm Number of Additional
Name Shares Being Sold Shares being Sold
---- ----------------- ---------------------
<S> <C> <C>
RF Investors, L.L.C.

</TABLE>

<PAGE> 27
27

ANNEX I

Required Stockholder Lock-ups

RF Investors, L.L.C.
Cherrywood Holdings, Inc.
TC Group, L.L.C.
Dr. Rajendra Singh
Neera Singh
Mark D. Ein
Arno A. Penzias
Piyush Sodha
J. Michael Bonin
Kathryn M. Condello
Peter A. Deliso
Richard Hozik
Frank F. Navarrete
Donald R. Rose
Gerald L. Vincent
Lou Olsen
Frank Aghilli

<PAGE> 28
EXHIBIT A TO
UNDERWRITING AGREEMENT

THE OFFERING -- VOTING RIGHTS: Discussions regarding RF Investors and the
Founder Corporation ownership of Class B Common Stock.

RISK FACTORS -- CONTROL OF THE COMPANY BY RF INVESTORS: Whole Section.

RISK FACTORS -- RELATIONSHIP WITH TELCOM VENTURES; POTENTIAL CONFLICTS OF
INTEREST: Whole Section.

RISK FACTORS -- NEGATIVE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE:
Paragraphs 2 and 3 -- Discussions regarding RF Investors, the Founder
Corporation and TC Group regarding Rule 144, lock-up agreements; Paragraph 3 --
RF Investors registration rights.

THE COMPANY -- Paragraph 1.

THE MERGER -- Paragraphs 2 and 3.

THE MCI NOTES, MCI NOTE ASSUMPTION, MCI CONVERSION --
Paragraph 1 discussion of Telcom Ventures Note Purchase Agreement made
in June, 1994 to MCI.
Paragraph 2: Discussions regarding terms of Telcom Ventures Note.

USE OF PROCEEDS --
Paragraph 1: Discussions regarding Telcom Ventures with regard to their advance
of $3.5 million to assist them in paying certain taxes due in connection with
the MCI Note Assumption; Paragraph 3.

DILUTION -- Footnote (1), first two sentences.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS -- LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA -- CAPITAL
RAISED TO DATE: Discussions regarding Telcom Ventures, the Founder
Corporation, TC Group and Carlyle Investors.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS -- LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA -- EXISTING
INDEBTEDNESS: Discussions regarding Telcom Ventures Note Purchase Agreement
with MCI and the terms of these notes.

MANAGEMENT -- DIRECTORS AND EXECUTIVE OFFICERS:
Paragraph 3: Discussions regarding the Founder Corporation in a historical
context in relation to the Company;
Paragraph for Dr. Rajendra Singh: Discussions regarding Telcom Ventures,
RF Investors and the Founder Corporation and his relationship with each entity;
Paragraph for Neera Singh: Discussions regarding Telcom Ventures and the
Founder Corporation and her relationship with each entity;
Paragraph for Mark D. Ein: Discussions regarding Carlyle Investors, Telcom
Ventures and RF Investors and his relationship with each entity;

1
<PAGE> 29
Paragraph for Frank F. Navarrete: Discussions regarding Telcom Ventures and his
relationship with that entity.

CERTAIN TRANSACTIONS -- THE MERGER, Paragraphs 2 and 3.

CERTAIN TRANSACTIONS -- CORPORATE OPPORTUNITY: Discussions regarding Telcom
Ventures, RF Investors, the Founder Corporation, the Telcom Ventures Group
and Carlyle Investors with relation to the Intercompany Agreement and the
Formation Agreement.

CERTAIN TRANSACTIONS -- ADVANCES TO AND FROM TELCOM VENTURES AND RELATED
PARTIES: Discussion regarding advances, loans and capital contributions with
regard to Telcom Ventures, the Founder Corporation, Carlyle Investors and TC
Group.

CERTAIN TRANSACTIONS -- REGISTRATION RIGHTS, Paragraph 1: Discussions regarding
registration rights agreements to be granted to RF Investors.

CERTAIN TRANSACTIONS -- PROVISION OF SERVICES AND PRODUCTS TO TELCOM VENTURES
AND PARTIES RELATED THERETO: Paragraph 1 and Paragraph 2.

PRINCIPAL AND SELLING STOCKHOLDERS --
Table: Information regarding RF Investors, the Founder Corporation, Rajendra
Singh, Neera Singh and Mark Ein in table and footnotes 3, 4 and 8.

DESCRIPTION OF CAPITAL STOCK -- COMMON STOCK.

DESCRIPTION OF CAPITAL STOCK -- CERTAIN RELATIONSHIPS BETWEEN THE FOUNDER
CORPORATION AND CARLYLE INVESTORS AFFECTING THE COMPANY.

SHARES ELIGIBLE FOR FUTURE SALE -- Paragraphs 3 and 4: Discussions regarding
RF Investors, the Founder Corporation and TC Group, lock-up agreements,
registration rights.

LCC, L.L.C. AND SUBSIDIARIES -- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --
Footnote (2): Paragraphs 2, 3, and 4;
Footnote (5);
Footnote (8): Discussion regarding Telemate S.A.;
Footnote (11): Paragraph 2.

2
<PAGE> 30
EXHIBIT B-1 TO
UNDERWRITING AGREEMENT

September __, 1996

Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
as Representatives of the several Underwriters
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

Ladies and Gentlemen:

This firm has acted as special counsel to LCC International,
Inc., a Delaware corporation (the "Company") and RF Investors, L.L.C., a
Delaware limited liability company (the "Selling Stockholder"), in connection
with the initial public offering of 5,000,000 shares of Class A common stock,
par value $.01 per share (the "Shares") of the Company, pursuant to the terms
of the Underwriting Agreement dated September __, 1996 between the Company,
Donaldson, Lufkin & Jenrette Securities Corporation, Alex. Brown & Sons
Incorporated and Oppenheimer & Co., Inc., as Representatives of the several
Underwriters named in Schedule I thereto (the "Underwriters"), and the Selling
Stockholder (the "Agreement"), and an additional 750,000 shares of common
stock, par value $.01 per share (the "Additional Shares") issuable pursuant to
an Underwriters' over-allotment option granted under the Agreement. This
opinion letter is furnished to you pursuant to the requirements set forth in
Section 9.5 of the Agreement in connection with the Closing thereunder on the
date hereof. The capitalized terms used herein, which are defined in the
Agreement, shall have the meanings set forth in the Agreement, unless otherwise
defined herein.

For purposes of the opinions expressed in this letter, which
are set forth in paragraphs (a) through (w) below (the "Opinions"), we have
examined copies of the following documents:

1. Executed copy of the Agreement.
<PAGE> 31
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 2

2. The Registration Statement on Form S-1, as amended by
Amendment Nos. 1 and 2 thereto (File No. 333-6067),
and all documents filed as exhibits thereto.

3. The final Prospectus dated September __, 1996, as
filed pursuant to Rule 424(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").

4. Memorandum to the file regarding telephonic
confirmation from the staff of the Securities and
Exchange Commission (the "Commission") of the
effectiveness of the Registration Statement.

5. The Restated Certificate of Incorporation of the
Company, as certified by the Secretary of State of
the State of Delaware on September __, 1996 and as
certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect (the
"Certificate of Incorporation").

6. The Amended and Restated By-laws of the Company, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect (the
"Bylaws").

7. A certificate of good standing of the Company issued
by the Secretary of State of the State of Delaware
dated September __, 1996 and memorandum to the file
regarding telephonic confirmation of good standing of
the Company in the State of Delaware as of September
__, 1996 [the day preceding the date of the opinion].

8. Certificates issued by the Secretaries of State or
other specified State authorities of certain States
certifying as to the good standing, due authorization
and/or qualification to transact business of the
Company, in the States and dated as of the dates set
forth in Schedule 1 attached hereto.

9. Certain resolutions of the Board of Directors of the
Company adopted at meetings held on June 11, 1996,
July 23, 1996,
<PAGE> 32
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 3

August 26, 1996, September __, 1996 and September __,
1996, all as certified by the Secretary of the
Company on the date hereof as being complete,
accurate and in effect, relating to authorization of
the Agreement, issuance of the Firm Shares,
authorization of the Merger and the Merger Agreement
(as defined below), and arrangements in connection
therewith.

10. Board resolutions relating to prior stock issuances
and the stock record books and stock ledger of the
Company, as certified by the Secretary of the Company
on the date hereof as being complete, accurate and in
effect on the date hereof.

11. A copy of the specimen certificate for the Shares to
be issued pursuant to the Agreement.

12. The Certificate of Formation of the Limited Liability
Company as certified by the Secretary of State of the
State of Delaware on September __, 1996 and as
certified by the Secretary of the Limited Liability
Company, on the date hereof as being complete,
accurate and in effect.

13. The Limited Liability Company Agreement of the
Limited Liability Company dated January 4, 1994, as
amended, as certified by the Secretary of the Limited
Liability Company on the date hereof as being
complete, accurate and in effect (the "Limited
Liability Company Agreement of the Limited Liability
Company").

14. A certificate of good standing of the Limited
Liability Company issued by the Secretary of State of
the State of Delaware dated September __, 1996, and a
foreign qualification certificate issued by the State
Corporation Commission of the Commonwealth of
Virginia dated September __, 1996.

15. Certain resolutions of the representatives of the
Members Committee of the Limited Liability Company
adopted by unanimous written consent dated July 23,
1996 and September __, 1996, as certified by the
Secretary of the Limited Liability
<PAGE> 33
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 4

Company on the date hereof as being complete,
accurate and in effect, relating to, among other
things, authorization of the Merger and the Merger
Agreement and arrangements in connection therewith.

16. A certificate of certain officers of the Limited
Liability Company, dated September __, 1996, as to
certain facts relating to the Limited Liability
Company.

17. The Certificate of Formation of LCC Design Services,
L.L.C., a Delaware limited liability company ("Design
Services") as certified by the Secretary of State of
the State of Delaware on September __, 1996 and as
certified by the Secretary of Design Services on the
date hereof as being complete, accurate and in
effect.

18. The Limited Liability Company Agreement of Design
Services dated August 1, 1994, as amended, as
certified by the Secretary of Design Services on the
date hereof as being complete, accurate and in effect
(the "Limited Liability Company Agreement of Design
Services").

19. A certificate of good standing of Design Services
issued by the Secretary of State of the State of
Delaware dated September __, 1996 and a foreign
qualification certificate issued by the State
Corporation Commission of the Commonwealth of
Virginia dated September __, 1996.

20. Certain resolutions of the representatives of the
Members Committee of Design Services relating to
limited liability company interest issuances and the
membership interest register of Design Services, as
certified by the Secretary of Design Services on the
date hereof.

21. A certificate of certain officers of Design Services
dated September __, 1996, as to certain facts
relating to Design Services.
<PAGE> 34
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 5

22. Executed copy of the Agreement of Merger dated as of
September __, 1996 between the Limited Liability
Company and the Company (the "Merger Agreement")
relating to the merger of such entities (the
"Merger").

23. Executed copy of the Certificate of Merger, as
certified by the Secretary of State of the State of
Delaware on September __, 1996 as having been filed
in the State of Delaware and as having become
effective (the "Certificate of Merger").

24. The LCC Note (as defined in the Registration
Statement), Telcom Ventures Note (as defined in the
Registration Statement), Securityholders Agreement
dated as of June 27, 1994 among Telcom Ventures (as
defined in the Registration Statement), the Founder
Corporation (as defined in the Registration
Statement), TC Group, the Limited Liability Company
and MCI (as defined in the Registration Statement),
the respective amendments to each of the LCC Note,
Telcom Ventures Note and such Securityholders
Agreement dated as of July 24, 1996, and the Notice
of Assignment of Subordinated Note Due 2000 and
Second Amendment to the Telcom Ventures Note, dated
September __, 1996 and September __, 1996,
respectively.

25. The Certificate of Formation of the Selling
Stockholder as certified by the Secretary of State of
the State of Delaware on September __, 1996 and as
certified by the Secretary of the Selling
Stockholder, on the date hereof as being complete,
accurate and in effect.

26. The Limited Liability Company Agreement of the
Selling Stockholder dated September __, 1996, as
certified by the Secretary of the Selling Stockholder
on the date hereof as being complete, accurate and in
effect (the "Limited Liability Company Agreement of
the Selling Stockholder").
<PAGE> 35
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 6

27. A certificate of good standing of the Selling
Stockholder issued by the Secretary of State of the
State of Delaware dated September __, 1996, and a
foreign qualification certificate issued by the State
Corporation Commission of the Commonwealth of
Virginia dated September __, 1996.

28. Certain resolutions of the representatives of the
Members Committee of the Selling Stockholder adopted
by unanimous written consent dated September __,
1996, as certified by the Secretary of the Selling
Stockholder on the date hereof as being complete,
accurate and in effect, relating to, among other
things, authorization of the Agreement, sale of Firm
Shares to be sold by the Selling Stockholder, and
arrangements in connection therewith.

29. Letter (the "HSR Filing Letter") dated August 21,
1996 from Renee Horton and Sandra Peay, Contact
Representative of the Premerger Notification Office,
Bureau of Competition of the Federal Trade Commission
to Philip C. Larson of Hogan & Hartson L.L.P.
regarding Premerger Notification Requirements under
the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (15 U.S.C. Section 18a) (the "HSR
Act"), Transaction Identification Number 96-2448.

30. A certificate of certain officers of the Selling
Stockholder, dated September __, 1996, as to certain
facts relating to the Selling Stockholder.

31. A certificate of certain officers of the Selling
Stockholder, dated September __, 1996, as to the
incumbency and signatures of certain officers of the
Selling Stockholder.

32. A certificate of certain officers of the Company,
dated September __, 1996, as to certain facts
relating to the Company.

33. A certificate of the Secretary of the Company, dated
September __, 1996, as to the incumbency and
signatures of certain officers of the Company.

<PAGE> 36
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 7

For purposes of the Opinions expressed below, we have not,
except as specifically identified above, made any independent review or
investigation of factual or other matters, including the organization,
existence, good standing, assets, business or affairs of the Company, any of
its subsidiaries or the Limited Liability Company. In our examination of the
Agreement and the aforesaid certificates, records, documents and agreements, we
have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the accuracy, completeness and authenticity of all documents
submitted to us, the authenticity of all original documents and the conformity
to authenticate original documents of all documents submitted to us as copies
(including telecopies). We also have assumed the authenticity, accuracy and
completeness of the foregoing certifications (of public officials, governmental
agencies and departments, corporate officers and individuals) and statements of
fact, on which we are relying, and have made no independent investigations
thereof. The Opinions are given in the context of the foregoing.

As used in this opinion letter, the phrase "to our knowledge"
means the actual knowledge (that is, the conscious awareness of facts
or other information) of lawyers in the firm who have given substantive legal
attention to representation of the Company in connection with the Agreement.

Nothing herein shall be construed to cause us to be considered
"experts" within the meaning of Section 11 of the Securities Act.

This opinion letter is based as to matters of law solely on
applicable provisions of (i) the federal securities statutes and regulations,
(ii) the General Corporation Law of the State of Delaware, as amended (the
"Delaware Corporation Law"), (iii) the Limited Liability Company Act of the
State of Delaware, as amended (the "Delaware Limited Liability Company Act"),
and (iv) the HSR Act, and we express no opinion as to any other laws, statutes,
ordinances, rules or regulations (such as state securities or "blue sky" laws
or regulations). For purposes of the opinions set forth in Paragraphs (l),
(q), (r) and (u) below, we have inquired of each of the Company, the Limited
Liability Company and the Selling Stockholder whether such entity is, and we
have received an officers' certificate from each such entity to the effect that
it is not, operating under any specific federal regulatory framework under
which it receives licenses or other authorizations or is making filings or
registrations with federal regulatory authorities, other than tax filings or
<PAGE> 37
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 8

securities law filings. On the basis of this inquiry and response, the
opinions with respect to federal law set forth in Paragraphs (l), (q), (r) and
(u) below are limited to those federal statutes and regulations (including
federal securities statutes and regulations and the HSR Act) which a lawyer
exercising customary professional diligence would reasonably recognize as being
directly applicable to the Company, the Limited Liability Company or the
Selling Stockholder, as the case may be, or its performance of its respective
obligations under the Agreement or the Merger Agreement, as the case may be.

Based upon, subject to and limited by the foregoing, we are
of the opinion that:

(a) The Company was duly incorporated, and is validly
existing and in good standing under the Delaware Corporation Law as of the date
specified in Paragraph 7 above, and has the corporate power and corporate
authority to own, lease and operate its current properties and to conduct its
business as described in the Prospectus.

(b) The Company is authorized to transact business as a
foreign corporation in the States and as of the respective dates set forth in
Schedule 1.

(c) Design Services is a limited liability company
formed, and validly existing and in good standing as of the date of the
certificate specified in Paragraph 19 above under the laws of the State of
Delaware, and has the limited liability company power and limited liability
company authority under the Limited Liability Company Agreement of Design
Services and under the Delaware Limited Liability Company Act to own, lease and
operate its current properties and to conduct the business in which it is
currently engaged.

(d) Design Services is registered as a foreign limited
liability company in the Commonwealth of Virginia as of the date of the
certificate specified in Paragraph 19 above.

(e) To our knowledge, the authorized, issued and
outstanding membership interests of Design Services and the holders of record
thereof, are as forth on Schedule 2 hereto. Assuming that Design Services has
received the capital contributions specified in the Limited Liability Company
Agreement of Design Services, the parties which entered into the Limited
Liability Company Agreement
<PAGE> 38
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 9

of Design Services hold the respective membership interests set forth therein,
and such membership interests are validly issued and fully paid under the
Delaware Limited Liability Company Act (except to the extent any obligation to
make further capital contributions under the Limited Liability Company
Agreement of Design Services might render such interests not fully paid prior
to making such contributions).

(f) The authorized, issued and outstanding capital stock
of the Company immediately following the Merger were as set forth under the
caption "Capitalization" in the Prospectus. All shares of Common Stock shown
as issued and outstanding under said caption (including the Firm Shares being
sold by the Selling Stockholder pursuant to Section 2 of the Agreement and the
shares of Common Stock issued in the Merger, but excluding the Shares being
issued to the Underwriters, which are addressed in Paragraph (g) below) have
been duly authorized and, assuming the receipt of consideration therefor as
provided in resolutions of the Company's Board of Directors authorizing
issuance thereof, are validly issued, fully paid and non-assessable, and were
not issued in violation of (A) any preemptive rights under the Certificate of
Incorporation or the Delaware Corporation Law or (B) to our knowledge, similar
contractual rights.

(g) The Company has the corporate power and corporate
authority to enter into the Agreement and to consummate the transactions
contemplated thereby. The Shares being issued to the Underwriters have been
duly authorized and, when issued and delivered to the Underwriters against
payment therefor as provided in the Agreement, will be validly issued, fully
paid and non-assessable, and will not have been issued in violation of (A) any
preemptive rights under the Certificate of Incorporation or the Delaware
Corporation Law or (B) to our knowledge, similar contractual rights.

(h) The Agreement has been duly authorized, executed and
delivered by the Company.

(i) The authorized capital stock of the Company conforms
in all material respects to the description thereof contained in the Prospectus
under the caption "Description of Capital Stock." The form of certificate
evidencing the Shares has been duly authorized and complies with the
requirements of the Delaware Corporation Law and the Certificate of
Incorporation and Bylaws.
<PAGE> 39
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 10

(j) The Registration Statement has become effective under
the Securities Act and, to our knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are threatened by the Commission.

(k) The information in the Prospectus under the captions
"The Merger," "The MCI Notes, MCI Note Assumption, MCI Conversion,"
"Description of Common Stock" and "Stock Available for Future Sale", and in
Part II of the Registration Statement, Items 14 and 15, to the extent that
such information constitutes matters of law or legal conclusions, has been
reviewed by us, and is correct in all material respects.

(l) The execution, delivery and performance as of the
date hereof by the Company of the Agreement do not (i) violate the Certificate
of Incorporation or Bylaws, the Delaware Corporation Law, any applicable law,
rule or regulation, or, to our knowledge, any order, judgment or decree of any
federal or Delaware governmental agency to which the Company is a party, or
(ii) breach or constitute a default under any contract or agreement filed as an
exhibit to the Registration Statement. No approval or consent of any federal
or Delaware governmental agency is required to be obtained by the Company in
connection with the execution, delivery and performance as of the date hereof
by the Company of the Agreement, except such as may be required under federal
securities statutes and regulations and the HSR Act (certain matters with
respect to which are addressed elsewhere herein) and state securities or "blue
sky" statutes and regulations (as to which we express no opinion).

(m) The Company is not an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended, or a company
controlled by an "investment company."

(n) To our knowledge, except as set forth in the
Prospectus, no holders of Common Stock or other securities of the Company have
registration rights with respect to securities of the Company and no holders of
securities of the Company have rights to registration of shares of Common Stock
or other securities because of the filing of the Registration Statement by the
Company.
<PAGE> 40
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 11

(o) The Registration Statement and the Prospectus (except
for the financial statements and supporting schedules and other financial and
statistical information and data included therein, as to which we express no
opinion) comply as to form in all material respects with the Securities Act.

(p) The Company has the corporate power and corporate
authority to enter into the Merger Agreement and to consummate the Merger
contemplated thereby and the Merger Agreement has been duly authorized,
executed and delivered by the Company. The Limited Liability Company has the
limited liability company power and limited liability company authority to
enter into the Merger Agreement and to consummate the Merger contemplated
thereby and the Merger Agreement has been duly authorized, executed and
delivered by the Limited Liability Company.

(q) The execution, delivery and performance as of the
date hereof by the Company and the Limited Liability Company of the Merger
Agreement do not (i) violate the Certificate of Incorporation or Bylaws, the
Limited Liability Company Agreement of the Limited Liability Company, the
Delaware Corporation Law or the Delaware LLC Law, any applicable law, rule or
regulation, or, to our knowledge, any order, judgment or decree of any federal
or Delaware governmental agency to which the Company or the Limited Liability
Company is a party, or (ii) breach or constitute a default under any contract
or agreement filed as an exhibit to the Registration Statement.

(r) The Merger Agreement and the Certificate of Merger
are in proper form, and have received the necessary corporate approvals on the
part of the board of directors and stockholders of the Company and necessary
member approvals on the part of the members of the Limited Liability Company so
as to satisfy the requirements contained in the Delaware Corporation Law and
the Delaware LLC Law as to the form of an agreement of merger and a certificate
of merger and as to corporate approvals by a Delaware corporation and limited
liability company approvals by a Delaware limited liability company with
respect to a merger between a Delaware corporation and a Delaware limited
liability company. No approval or consent of any federal or Delaware
governmental agency is required to be obtained by the Company or the Limited
Liability Company in connection with the Merger (except such as may be required
under the HSR Act,
<PAGE> 41
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 12

certain matters with respect to which are addressed elsewhere herein) which has
not been obtained.

(s) The merger of the Limited Liability Company into the
Company became legally effective in accordance with the Delaware Corporation
Law, as amended, on September __, 1996, and (ii) the shares of Common Stock
issued to the members of the Limited Liability Company in accordance with
Article ___ of the Merger Agreement were duly authorized and are validly
issued, fully paid and non-assessable.

(t) The Selling Stockholder has the limited liability
company power and limited liability company authority under the Limited
Liability Company Agreement of the Selling Stockholder and the Delaware Limited
Liability Company Law to execute and deliver the Agreement and to perform its
obligations thereunder, and the Agreement has been duly authorized, executed
and delivered by the Selling Stockholder.

(u) The execution, delivery and performance as of the
date hereof by the Selling Stockholder of the Agreement do not (i) violate the
Limited Liability Company Agreement of the Selling Stockholder or the Delaware
Limited Liability Company Law, any applicable law, rule or regulation, or, to
our knowledge, any order, judgment or decree of any federal or Delaware
governmental agency to which the Selling Stockholder is a party, or (ii) breach
or constitute a default under any contract or agreement filed as an exhibit to
the Registration Statement. No approval or consent of any federal or Delaware
governmental agency is required to be obtained by the Selling Stockholder in
connection with the execution, delivery and performance of the Agreement as of
the date hereof by the Selling Stockholder, except such as may be required
under federal securities statutes and regulations and the HSR Act (certain
matters with respect to which are addressed elsewhere herein) and state
securities or "blue sky" statutes and regulations (as to which we express no
opinion).

(v) The Firm Shares being sold by the Selling Stockholder
pursuant to the Agreement, assuming such shares have been delivered in
connection with the Merger as provided in the Merger Agreement and assuming the
receipt of consideration therefor as provided in the Merger Agreement, are
owned of record by the Selling Stockholder. Assuming that the Underwriters,
with due corporate
<PAGE> 42
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 13

power and authority, purchase such shares in good faith without notice of any
adverse claims, upon the sale and delivery by the Selling Stockholder of such
shares to the Underwriters upon closing of the transactions contemplated by the
Agreement, the Underwriters will acquire such shares free of any adverse
claims.

(w) Notification and Report Forms were submitted by Dr.
Rajendra Singh pursuant to Section 7A of the Clayton Act on July 17, 1996. As
set forth in the HSR Filing Letter, the premerger notification waiting period
ended during August 1996 as a result of grant of a request for early
termination of the waiting period. Consummation of the Merger does not require
any further premerger notification under the HSR Act or the Clayton Act.

* * * * *

During the course of the preparation of the Registration
Statement, we participated in conferences with officers and other
representatives of the Company, representatives of the independent public
accountants of the Company and with you and your representatives. While we
have not undertaken to determine independently, and we do not assume any
responsibility for, the accuracy, completeness, or fairness of the statements
in the Registration Statement or Prospectus, we may state on the basis of these
conferences and our activities as counsel to the Company in connection with the
Registration Statement that no facts have come to our attention which cause us
to believe that (i) the Registration Statement, at the time it became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, as of the date
hereof, contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, (ii) there are
any legal or governmental proceedings pending or threatened against the Company
or any Significant Subsidiary that are required to be disclosed in the
Registration Statement or the Prospectus, other than those disclosed therein,
or (iii) there are any contracts or documents of a character required to be
described in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described or referred to
therein or so filed; provided that in making the foregoing statements (which
shall not constitute an opinion), we are not expressing any views as to the
financial statements and
<PAGE> 43
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 14

supporting schedules and other financial and statistical information and data
included in or omitted from the Registration Statement or the Prospectus.

* * * * *

We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion
letter has been prepared solely for your use in connection with the Closing
under the Agreement on the date hereof, and should not be quoted in whole or in
part or otherwise be referred to, nor be filed with or furnished to any
governmental agency or other person or entity, without the prior written
consent of this firm.

Very truly yours,

HOGAN & HARTSON L.L.P.

<PAGE> 44

Schedule 1

STATES IN WHICH THE COMPANY IS QUALIFIED

States Dates of Certificates
------ ---------------------

Alabama
Arizona
Arkansas
California
Colorado
Connecticut
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Nebraska
Nevada
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Pennsylvania
South Carolina
Tennessee
Texas
Utah
Washington
Washington, DC
West Virginia
Wisconsin
Wyoming
<PAGE> 45

Schedule 2

MEMBERSHIP INTERESTS IN DESIGN SERVICES

<TABLE>
<CAPTION>
Member Percentage Interest
------ -------------------
<S> <C>
LCC, L.L.C. 99.0%

LCC, Incorporated
[Cherrywood Holdings] 0.75%

TC Group 0.25%
</TABLE>
<PAGE> 46
EXHIBIT B-2 TO
UNDERWRITING AGREEMENT

September __, 1996

Ladies and Gentlemen:

I have acted as corporate counsel to LCC International, Inc.,
a Delaware corporation (the "Company") in connection with the initial public
offering of 5,000,000 shares of Class A common stock, par value $.01 per share
(the "Shares") of the Company, pursuant to the terms of the Underwriting
Agreement dated September __, 1996 between the Company, Donaldson, Lufkin &
Jenrette Securities Corporation, Alex. Brown & Sons Incorporated and
Oppenheimer & Co., Inc., as Representatives of the several Underwriters named
in Schedule I thereto (the "Underwriters"), and RF Investors, L.L.C., a
Delaware limited liability company, as Selling Stockholder (the "Agreement"),
and an additional 750,000 shares of common stock, par value $.01 per share (the
"Additional Shares") issuable pursuant to an Underwriters' over-allotment
option granted under the Agreement. This opinion letter is furnished to you
pursuant to the requirements set forth in Section 9.5 of the Agreement in
connection with the Closing thereunder on the date hereof. The capitalized
terms used herein, which are defined in the Agreement, shall have the meanings
set forth in the Agreement, unless otherwise defined herein.

For purposes of the opinions expressed in this letter, which
are set forth in paragraphs (a) through (d) below (the "Opinions"), I have
examined copies of the following documents:

1. Executed copy of the Agreement.
<PAGE> 47
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 2

2. The organization documents, which are listed on
Exhibit A hereto, of the Company and each of its
subsidiaries organized in the United States (each, a
"U.S. Subsidiary").

3. The Registration Statement on Form S-1, as amended by
Amendment Nos. 1 and 2 thereto (File No. 333-6067),
and all documents filed as exhibits thereto.

4. The final Prospectus dated September __, 1996.

5. Copies of all Material Permits (as defined below).

6. Copies of all U.S. Leases (as defined below).

In my examination of the foregoing documents and agreements, I
have assumed the genuineness of all signatures, the accuracy, completeness and
authenticity of all documents submitted to or reviewed by me, the authenticity
of all original documents and the conformity to authentic original documents of
all documents submitted to or reviewed by me as copies (including telecopies).

As used in this opinion letter, the phrase "to my knowledge"
means my actual knowledge (that is, the conscious awareness of facts or other
information).

I am a member of the Bar of the State of [Virginia] and do not
purport to express any opinion concerning any matters governed by any law other
than the laws of the State of [Virginia]. I express no opinion as to any other
laws, statutes, ordinances, rules or regulations.

Based upon, subject to and limited by the foregoing, I am of
the opinion that:

(a) Neither the Company nor any of its subsidiaries
organized in the United States, which are listed on Exhibit B hereto (a "U.S.
Subsidiary"), is in violation of its respective charter, by-laws or other
organizational documents and, to my knowledge, neither the Company nor any U.S.
Subsidiary is in default in the performance of any obligation, agreement or
condition contained in any contract or agreement filed as an exhibit to the
Registration Statement.
<PAGE> 48
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 3

(b) To my knowledge, there are no bonds, debentures,
notes or other evidences of indebtedness, or any agreements, indentures or
instruments, material to the conduct of the business of the Company and its
subsidiaries, taken as a whole, to which the Company or any U.S. Subsidiary is
a party or by which the Company or any U.S. Subsidiary or its respective
property is bound that are not filed as exhibits to the Registration Statement.

(c) To my knowledge, neither the Company, any U.S.
Subsidiary, nor the Limited Liability Company has violated any Environmental
Laws, nor any federal or state law relating to discrimination in the hiring,
promotion or pay of employees nor any applicable federal or state wages and
hours laws, nor any provisions of the Employee Retirement Income Security Act
or the rules and regulations promulgated thereunder, which in each case might
result in any material adverse change in the business, prospects, financial
condition or results of operation of the Company and its subsidiaries, taken as
a whole.

(d) The Company and each U.S. Subsidiary has such
permits, licenses, franchises and authorizations of governmental or regulatory
authorities, including, without limitation, under any applicable Environmental
Laws, as are necessary to own, lease and operate its respective properties and
to conduct its business in the manner described in the Prospectus ("Material
Permits"); to my knowledge, the Company and each U.S. Subsidiary has fulfilled
and performed all of its material obligations with respect to such Material
Permits and no event has occurred which allows, after notice or lapse of time
would allow, revocation or termination thereof or results in any other material
impairment of the rights of the holder of any Material Permit, subject in each
case to such qualification as may be set forth in the Prospectus; and, except
as described in the Prospectus, Material Permits contain no restrictions that
are materially burdensome to the Company or any U.S. Subsidiary.

(e) To my knowledge, all leases to which the Company or
any U.S. Subsidiary is a party ("U.S. Leases") are valid and binding and no
default has occurred, or is continuing thereunder, which might result in any
material adverse change in the business, prospects, financial condition or
results of operation of the Company and its subsidiaries taken as a whole, and
the Company and its U.S. Subsidiaries enjoy peaceful and undisturbed possession
under all such leases to
<PAGE> 49
Donaldson, Lufkin & Jenrette
Securities Corporation
Alex. Brown & Sons Incorporated
Oppenheimer & Co., Inc.
September __, 1996
Page 4

which any of them is a party as lessee with such exceptions as do not
materially interfere with the use made by the Company or any U.S. Subsidiary.

* * * * *

I assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion
letter has been prepared solely for your use in connection with the Closing
under the Agreement on the date hereof, and should not be quoted in whole or in
part or otherwise be referred to, nor be filed with or furnished to any
governmental agency or other person or entity, without my prior written
consent.

Very truly yours,

Peter A. Deliso
Vice President, Corporate Affairs and
Assistant Secretary
LCC International, Inc.

<PAGE> 50

EXHIBIT A
<PAGE> 51

EXHIBIT B

<PAGE> 1
EXHIBIT 3.1

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. A Restated Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
September 11, 1996.

2. The Board of Directors of the Corporation, by unanimous
written consent 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 Restated Certificate of Incorporation of the
Corporation in the form attached hereto.

3. Holders of all of the voting rights of the outstanding shares
of Class A Common Stock of the Corporation, by unanimous written consent in
accordance with the Bylaws of the Corporation and Section 228 of the Delaware
General Corporation Law, duly approved the 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 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
September 11, 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 except pursuant to any stock option plan adopted by the Board of
Directors and approved by the stockholders and except as provided in Section
4(d) with respect to stock dividends. 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.

- 3 -
<PAGE> 4
(c) VOTING RIGHTS.

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.

(d) 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

- 4 -
<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

- 5 -
<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.

- 6 -
<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.

- 7 -
<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

- 8 -
<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 Restated
Certificate of Incorporation to be signed and attested by its duly authorized
officers, this ____ day of September, 1996.

LCC INTERNATIONAL, INC.

By:
-----------------------------------
Peter A. Deliso
Vice President - Corporate Affairs,
General Counsel

ATTEST:

- -------------------------------
Stuart P. Lawson
Assistant Secretary

- 9 -

<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, at such 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

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<PAGE> 3
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. 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

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<PAGE> 4
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 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

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<PAGE> 5
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.

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

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<PAGE> 6
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 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.

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<PAGE> 7
(c) TELEPHONE MEETINGS.

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.

(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.

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<PAGE> 8
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 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

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<PAGE> 9
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 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

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<PAGE> 10
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 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.

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<PAGE> 11
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 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.

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<PAGE> 12
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 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,

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<PAGE> 13
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
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.

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<PAGE> 14
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
July 23, 1996.

/s/ PETER A. DELISO
---------------------------------
Peter A. Deliso
Secretary

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<PAGE> 1
LCC INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

Number Shares

CLASS A COMMON STOCK CLASS A COMMON STOCK

CUSIP 501810 10 5

SEE REVERSE FOR CERTAIN DEFINITIONS

This certifies that

is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS A COMMON STOCK $.01 PAR
VALUE EACH, OF

LCC INTERNATIONAL, INC.

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

[sig]
- ------------------------- [seal] Countersigned and Registered:
Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY

[sig] By Transfer Agent
- ------------------------- and Registrar
Secretary

Authorized Officer

</TABLE>

<PAGE> 2
THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR TO ITS TRANSFER
AGENT AND REGISTRAR.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT- ..........Custodian...........
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act....................
in common (State)
Additional abbreviations may also
be used though not in the above list.

</TABLE>

For value received, ______ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE

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

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

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE.

________________________________________________________________________________

_________________________________________________________________________Shares
of the Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint _________________________________________________________

________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated,
----------------------

---------------------------------------
Signature

NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

- -----------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
<PAGE> 3

LCC INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

Number Shares

CLASS B COMMON STOCK CLASS B COMMON STOCK

CUSIP

SEE REVERSE FOR CERTAIN DEFINITIONS

This certifies that

is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS B COMMON STOCK $.01 PAR
VALUE EACH, OF

LCC INTERNATIONAL, INC.

[sig]
- ------------------------- [seal] Countersigned and Registered:
Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY

[sig] By Transfer Agent
- ------------------------- and Registrar
Secretary

Authorized Officer
</TABLE>

<PAGE> 4
THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR TO ITS TRANSFER
AGENT AND REGISTRAR.

THE TRANSFERABILITY AND THE AUTOMATIC CONVERSION OF CLASS B COMMON STOCK INTO
CLASS A COMMON STOCK IN CERTAIN CIRCUMSTANCES IS SUBJECT TO THE PROVISIONS
CONTAINED IN ARTICLE 4.2(F) OF THE CORPORATION'S RESTATED CERTIFICATE OF
INCORPORATION.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

</TABLE>

For value received, ______ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE

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

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

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE.

________________________________________________________________________________

---------------------------------------
Signature

NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

<PAGE> 1

EXHIBIT 5

September 20, 1996

Board of Directors
LCC International, Inc.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201

Members of the Board of Directors:

We are acting as special counsel to LCC International, Inc., a
Delaware corporation (the "Company"), in connection with its registration
statement on Form S-1 (File No. 333-6067) as amended (the "Registration
Statement"), filed with the Securities and Exchange Commission relating to the
proposed public offering of up to 5,750,000 shares of the Company's Class A
Common Stock, par value $0.01 per share, of which up to 3,162,500 shares (the
"Shares") are to be sold by the Company. This opinion letter is furnished to you
at your request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
Registration Statement.

For purposes of this opinion letter, we have examined copies
of the following documents:

1. An executed copy of the Registration Statement.

2. The Restated Certificate of Incorporation of the
Company, as certified by the Secretary of the State
of the State of Delaware on September 20, 1996 and by
the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.

3. The Amended and Restated Bylaws of the Company, as
certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in
effect.
<PAGE> 2
Board of Directors
September 20, 1996
Page 2

4. A certificate of good standing for the Company from
the Secretary of State of the State of Delaware.

5. The proposed form of Underwriting Agreement among the
Company and the several Underwriters to be named
therein, for whom Donaldson, Lufkin & Jenrette
Securities Corporation, Alex. Brown & Sons
Incorporated, and Oppenheimer & Co., Inc. will act as
representatives, filed as Exhibit 1 to the
Registration Statement (the "Underwriting
Agreement").

6. Resolutions of the Board of Directors of the Company
adopted on June 11, 1996, July 23, 1996, August 26,
1996 and September 19, 1996 and resolutions of the
Sole Stockholder of the Company adopted on August 26,
1996 and September 19, 1996, as certified by the
Secretary of the Company on the date hereof as then
being complete, accurate and in effect, relating to
the issuance and sale of the Shares and arrangements
in connection therewith.

In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on
the General Corporation Law of the State of Delaware. We express no opinion
herein as to any other laws, statutes, regulations, or ordinances.

Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) final action of the Board of Directors of the
Company (or a duly appointed pricing committee thereof) approving the price of
the Shares, (ii) execution and delivery by the Company of the Underwriting
Agreement, (iii) effectiveness of the Registration Statement, (iv) issuance of
the Shares pursuant to the terms of the Underwriting Agreement and (v) receipt
by the Company of the consideration for the Shares to be sold by the Company
specified in the resolutions of the Board of Directors (or the pricing committee
referred to
<PAGE> 3
Board of Directors
September 20, 1996
Page 3

above), the Shares to be sold by the Company will be validly issued, fully paid
and nonassessable under the General Corporation Law of the State of Delaware.

We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion letter
has been prepared solely for your use in connection with the filing of Amendment
No. [2] to the Registration Statement on the date of this opinion letter and
should not be quoted in whole or in part or otherwise be referred to, nor filed
with or furnished to any governmental agency or other person or entity, without
the prior written consent of this firm.

We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the reference to this firm under
the caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ HOGAN & HARTSON L.L.P.

HOGAN & HARTSON L.L.P.

<PAGE> 1
EXHIBIT 10.1

AGREEMENT OF LEASE

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: Entire eighth (8th) and ninth (9th) floors and a portion
of the tenth (10th) floor measuring approximately 46,722
square feet.

LEASE TERM: Ten (10) years with two (2) five (5) year options to renew.

RIGHT TO TERMINATE: Option to terminate at the end of the sixth (6th) lease
year with twelve (12) months prior written notice and the
payment of $1,070,712.50.

BASE RENT: Years 1-7 $25.00 per square foot.
Years 8-10 $27.50 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 Increases in Operating Expenses and Real Estate Taxes over
REAL ESTATE TAX and above the costs incurred in the base year. Base year
ESCALATION: 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: First 22.4 months.

FIRST MONTH'S RENT: $97,337.50 cash or Letter of Credit with lease execution.

SECURITY DEPOSIT: $97,337.50 cash or Letter of Credit held for the first
five (5) years.

LANDLORD'S CONTRIBUTION: Unlimited Building Standard Tenant Work plus an allowance
of $23.65 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 Space Plan Allowance $1.12 per square foot.
ALLOWANCE: Special Arch/Engineering $0.50 per square foot.
Moving Expense $2.00 per square foot

LANDLORD'S PAYMENT OF Within thirty (30) days of Tenant approved invoices.
ALLOWANCE: 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 November 30, 1990). 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.

DELAYED OCCUPANCY: Landlord to pay the unamortized portion of any hold-over
rent after December 1, 1990.

ACCESS PRIOR TO LEASE During the last thirty (30) days of construction with last
COMMENCEMENT: ten (10) days substantially free of Landlord's
contractors.
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
RENEWAL OPTIONS: Upon twelve (12) months prior written
notice at ninety-five percent (95%) of
market rent including market concessions.

EXPANSION SPACE: Hold Space - 7,070 square feet contiguous
on tenth (10th) floor upon same terms and
conditions (pro rata based on remaining
term) up until December 1, 1990.

Option Space - Approximately 6,000 square
feet each at the beginning of the fourth
(4th), sixth (6th), eighth (8th), and tenth
(10th) lease years at ninety-five (95%) of
the market including market concessions.

RIGHT OF FIRST OFFERING: All space coming available in the building
for lease to third (3rd) parties at
ninety-five percent (95%) of market
including market concessions.

SUBLETTING AND LCC shall have the right to sublease or
ASSIGNMENT: assign subject only to Landlord's approval
which approval shall not be unreasonably
withheld, conditioned or delayed.

PARKING: Ninety-four (94) spaces of which fifteen
(15) shall be reserved. Rate of sixty-five
dollars ($65) for first (1st) year with
maximum annual increase of five percent
(5%). Additional parking at same ratio for
additional space leased.

HOURS OF OPERATION: 8:00 a.m. - 7:00 p.m., Monday through Friday
9:00 a.m. - 2:00 p.m., Saturday.

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 all suite entry
doors and stairwell doors connecting the
eighth (8th), ninth (9th) and tenth (10th)
floors (and eleventh (11th) if space
leased on that floor).

BUILDING ACCESS: Continuous access to the demised premises
and the parking garage.
Not to exceed five (5) watts per square
foot for Tenant's lighting and equipment.

ELECTRICAL CONSUMPTION Landlord may submeter at Landlord's
BY TENANT: expense.

ROOF ANTENNA: - Up to three (3) antennae at no expense
- Area of 10' x 10' for LCC equipment
- Access to roof at all times.

SIGNAGE: Two (2) signs on the exterior of the
building as approved by Landlord.

NON-DISTURBANCE: Existing and future mortgagees.
</TABLE>

<PAGE> 4

<TABLE>
<S> <C>
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 exercised).

BROKERS: Fred A. Ezra
Robert L. Bassett
Jeffrey S. Burde.
</TABLE>

<PAGE> 5

LCC, INC.
ARLINGTON COURTHOUSE PLAZA II
8TH, 9TH AND SUITE 1000

OFFICE BUILDING LEASE

CHARLES E. SMITH MANAGEMENT, INC.
2345 CRYSTAL DRIVE
CRYSTAL CITY, ARLINGTON, VIRGINIA 22202

<PAGE> 6

TABLE OF CONTENTS

SPECIFIC AND GENERAL PROVISIONS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
1. SPECIFIC PROVISIONS .............................................. 1
2. RENT ............................................................. 5
2.1 Base Annual Rent ........................................ 5
2.2 Additional Rent ......................................... 5
(a) Real Estate Taxes ................................. 5
(b) Operating Expenses ................................ 5
(c) CPI ............................................... 5
(d) Landlord shall have the right to change
its fiscal year from time to time ............ 5
2.3 Additional Rent Estimates and Adjustments .................... 6
2.4 Rent Adjustment Limit ........................................ 6
2.5 Survival of Rent Obligation .................................. 6
2.6 Pro Rata Share ............................................... 7
2.7 Prorated Rent ................................................ 7
2.8 Application of Rent .......................................... 7
2.9 Late Payment Fee ............................................. 7
2.10 Other Tenant Costs & Expenses ............................... 7
3. CONSTRUCTION OF PREMISES AND OCCUPANCY ........................... 7
3.1 Tenant Plans, Construction and Rent Liability ................ 7
3.2 Possession ................................................... 7
3.3 Occupancy Permits ............................................ 8
4. SUBLETTING AND ASSIGNMENT ........................................ 8
4.1 Consent ...................................................... 8
4.2 Recapture of Premises ........................................ 8
4.3 Excess Rent .................................................. 8
4.4 Tenant Liability ............................................. 8
5. SERVICES AND UTILITIES ........................................... 8
5.1 Building Standard Services and Utilities ..................... 8
5.2 Overtime Services ............................................ 9
5.3 Excessive Electrical Usage ................................... 9
5.4 Excessive Heat Generation .................................... 9
5.5 Security ..................................................... 9
6. USE AND UPKEEP OF PREMISES ....................................... 9
6.1 Use .......................................................... 9
6.2 Illegal and Prohibited Uses .................................. 9
6.3 Insurance Rating ............................................. 9
6.4 Alterations .................................................. 10
6.5 Maintenance By Landlord ...................................... 10
6.6 Signs & Advertising .......................................... 10
6.7 Excessive Floor Load ......................................... 11
6.8 Moving & Deliveries .......................................... 11
6.9 Rules and Regulations. ....................................... 11
6.10 Tenant Maintenance & Condition of Premises Upon Surrender. .. 11
6.11 Tenant Equipment. ........................................... 11
7. ACCESS ........................................................... 11
7.1 Landlord's Access. ........................................... 11
7.2 Restricted Access. ........................................... 11
8. LIABILITY ........................................................ 12
8.1 Personal Property. ........................................... 12
8.2 Criminal Acts of Third Parties. .............................. 12
8.3 Public Liability. ............................................ 12
8.4 Tenant Insurance. ............................................ 12
9. DAMAGE ........................................................... 13
9.1 Damages Caused By Tenant ..................................... 13
</TABLE>

- i -

<PAGE> 7

TABLE OF CONTENTS

SPECIFIC AND GENERAL PROVISIONS (CON'T)

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
9.2 Fire or Casualty Damage ...................................... 13
9.3 Untenantability .............................................. 13
10. CONDEMNATION ..................................................... 13
10.1 Landlord Right to Award ..................................... 13
10.2 Tenant Right to File Claim. ................................. 13
11. BANKRUPTCY ....................................................... 14
11.1 Events of Bankruptcy ........................................ 14
11.2 Landlord's Remedies. ........................................ 14
(a) Termination of Lease .............................. 14
(b) Suit for Possession ............................... 14
(c) Non-Exclusive Remedies ............................ 14
(d) Assumption or Assignment by Trustee ............... 14
(e) Adequate Assurance of Future Performance .......... 14
(f) Failure to Provide Adequate Assurance ............. 14
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 ...................................................... 15
12.6 Anticipatory Repudiation .................................... 15
12.7 Tenant Abandonment of Premises .............................. 16
13. SUBORDINATION .................................................... 16
13.1 Subordination. .............................................. 16
13.2 Estoppel Certificates ....................................... 16
13.3 Attornment .................................................. 16
14. TENANT HOLDOVER .................................................. 17
14.1 With Landlord Consent ....................................... 17
14.2 Without Landlord Consent .................................... 17
15. SECURITY DEPOSIT ................................................. 17
16. QUIET ENJOYMENT .................................................. 17
17. SUCCESSORS ....................................................... 17
18. WAIVER OF JURY TRIAL ............................................. 17
19. LIMITATION OF LIABILITY .......................................... 18
20. PRONOUNS & DEFINITIONS ........................................... 18
21. NOTICES .......................................................... 18
21.1 Addresses for Notices ....................................... 18
21.2 Effective Date of Notice .................................... 18
22. EXHIBITS; SPECIAL PROVISIONS ..................................... 18
22.1 Incorporation In Lease ...................................... 18
22.2 Conflicts ................................................... 18
23. CAPTIONS ......................................................... 18
24. ENTIRE AGREEMENT; MODIFICATION ................................... 18
25. SEVERABILITY ..................................................... 18
26. LIMIT ON CPI ESCALATION .......................................... 18
27. WAIVER OF RENT ................................................... 18
28. LANDLORD'S IMPROVEMENTS .......................................... 19
29. LANDLORD'S CONTRIBUTION .......................................... 20
30. SPACE PLANNING, ARCHITECTURAL AND ENGINEERING PLANS .............. 20
31. DELAYED OCCUPANCY ................................................ 20
32. MOVING EXPENSES .................................................. 20
33. PARKING .......................................................... 20
34. OCCUPANCY PERMIT ................................................. 21
35. ACCESS PRIOR TO LEASE COMMENCEMENT ............................... 21
</TABLE>

- ii -

<PAGE> 8

TABLE OF CONTENTS

SPECIFIC AND GENERAL PROVISIONS (CON'T)

PAGE
----
<S> <C>
36. PAINTING ......................................................... 21
37. SECURITY DEPOSIT ................................................. 21
38. CANCELLATION OPTION .............................................. 21
39. RENEWAL OPTIONS .................................................. 21
40. ADDITIONAL SPACE OPTIONS ......................................... 22
41. RIGHTS OF FIRST OFFERING ......................................... 23
42. BUILDING SERVICES AND UTILITIES .................................. 24
43. SUBLETTING AND ASSIGNMENT ........................................ 25
44. ROOF ANTENNA ..................................................... 25
45. NONDISTURBANCE ................................................... 25
46. MORTGAGEE PROTECTION CLAUSE ...................................... 25
47. CURE DEFAULT ..................................................... 25
48. REASONABLENESS OF LANDLORD AND TENANT ............................ 26
49. INTERIOR AND EXTERIOR SIGNAGE .................................... 26
50. ADJUSTMENT OF SPACE SIZE ......................................... 26
51. BUILDING SECURITY AND TENANT ACCESS .............................. 26
52. GROSSED UP OPERATING EXPENSES AND REAL ESTATE TAXES .............. 26
53. EXECUTION OF DOCUMENT ............................................ 26
54. LIFE SUPPORT SYSTEMS/HANDICAP FACILITIES ......................... 26
55. BUILDING SECURITY SYSTEM ......................................... 27
56. DEFAULTS AND REMEDIES ............................................ 27
57. LIABILITY OF LANDLORD ............................................ 27
58. ADDITIONAL RENT .................................................. 28
59. TENANT HOLDOVER .................................................. 28
60. LIMITATION OF LIABILITY .......................................... 28
61. ADDITIONAL RENT ESTIMATES AND ADJUSTMENTS ........................ 29
62. RENT ADJUSTMENT LIMIT ............................................ 29
63. LATE PAYMENT FEE ................................................. 29
64. USE AND UPKEEP OF PREMISES ....................................... 29
65. MUTUAL WAIVER OF SUBROGATION ..................................... 30
66. DAMAGE ........................................................... 30
67. CONDEMNATION ..................................................... 30
68. ESTOPPEL CERTIFICATES ............................................ 30
69. LANDLORD'S INSURANCE ............................................. 30
70. BROKERS AND COMMISSIONS .......................................... 30
71. FAIR MARKET VALUE ................................................ 30
72. ACCESS TO PREMISES ............................................... 31
</TABLE>

- iii -

<PAGE> 9

This Lease, made this ____ day of July, 1990 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: The entire Eighth floor
consisting of approximately 19,928 square feet; the entire
Ninth floor consisting of approximately 19,870 square feet;
and Suite 1000 consisting of approximately 6,924 square feet
(to be adjusted once Tenant's preliminary plan is finalized)
for a total of approximately 46,722 square feet.

(b) FLOOR AREA: Approximately 46,722 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". Core Factors: 4.5% (whole floor
tenant); 12.77% (for floors with multiple tenants).

(d) ADDRESS: 2300 Clarendon Boulevard
Arlington, Virginia 22202

1.2 TERM OF LEASE: Ten (10) years, commencing on December 1,
1990, and expiring on November 30, 2000, both dates inclusive. The
commencement and expiration dates designated in sections 1.2 and 1.3
shall be postponed if Landlord has not substantially completed
construction of the demised premises by December 1, 1990.
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 and section 28.9, hereinafter
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 MILLION ONE HUNDRED SIXTY-EIGHT
THOUSAND FIFTY and NO/100 Dollars ($1,168,050.00), payable in equal
monthly installments of NINETY-SEVEN THOUSAND THREE HUNDRED
THIRTY-SEVEN and 50/100 Dollars ($97,337.50), hereinafter referred
to as "base monthly rent" for the period commencing December 1, 1990
and expiring November 30, 1997.

ONE MILLION TWO HUNDRED EIGHTY-FOUR THOUSAND EIGHT HUNDRED
FIFTY-FIVE and NO/100 Dollars ($1,284,855.00), payable in equal
monhly installments of ONE HUNDRED SEVEN THOUSAND SEVENTY-ONE and
25/100 Dollars ($107,071.25), hereinafter referred to as "base
monthly rent" for the period commencing December 1, 1997 and
expiring November 30, 2000.

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 even 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 upon 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.

- 1 -

<PAGE> 10

1.5 ADDITIONAL RENT: Payable in equal monthly installments,
commencing 22.4 months after the Lease Commencement Date consisting
of each of the following:

(a) Tenant's pro rate share (based on 260,197 square feet of office
and retail space) equal to Seventeen and Ninety-Six Hundredths
Percent (17.96%) of any increase in Real Estate Taxes over the Base
Year Real Estate Taxes; and

(b) Tenant's pro rate share (based on 246,880 square feet of office
space) equal to Eighteen and Ninety-Two Hundredths Percent (18.92%)
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 1990.

1.6 SECURITY DEPOSIT: NINETY-SEVEN THOUSAND THREE HUNDRED
THIRTY-SEVEN and 50/100 Dollars ($97,337.50).

1.7 (a) DATE FOR TENANT TO DELIVER TO LANDLORD THE FOLLOWING DRAWINGS:

Approved Architectural
Working Drawings
Floor Permit Drawings Including Details
----- --------------- ----------------------
8th Floor 07/30/90 08/15/90
9th Floor 08/13/90 08/15/90
10th Floor 08/15/90 08/15/90

(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

(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

- 2 -

<PAGE> 11

<TABLE>
<S> <C> <C>
1.11 SPECIAL PROVISIONS:

LIMIT ON CIP 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)
DELAYED OCCUPANCY (See Section 31)
MOVING EXPENSES (See Section 32)
PARKING (See Section 33)
OCCUPANCY PERMIT (See Section 34)
ACCESS PRIOR TO LEASE COMMENCEMENT (See Section 35)
PAINTING (See Section 36)
SECURITY DEPOSIT (See Section 37)
CANCELLATION OPTION (See Section 38)
RENEWAL OPTIONS (See Section 39)
ADDITIONAL SPACE OPTIONS (See Section 40)
RIGHTS OF FIRST OFFERING (See Section 41)
BUILDING SERVICES AND UTILITIES (See Section 42)
SUBLETTING AND ASSIGNMENT (See Section 43)
ROOF ANTENNA (See Section 44)
NONDISTURBANCE (See Section 45)
MORTGAGEE PROTECTION CLAUSE (See Section 46)
CURE DEFAULT (See Section 47)
REASONABLENESS OF LANDLORD AND
TENANT (See Section 48)
INTERIOR AND EXTERIOR SIGNAGE (See Section 49)
ADJUSTMENT OF SPACE SIZE (See Section 50)
BUILDING SECURITY & TENANT'S ACCESS (See Section 51)
GROSS UP OF REAL ESTATE TAXES
AND OPERATING EXPENSES (See Section 52)
EXECUTION OF DOCUMENT (See Section 53)
LIFE SUPPORT SYSTEMS/HANDICAP
FACILITIES (See Section 54)
BUILDING SECURITY SYSTEM (See Section 55)
DEFAULTS AND REMEDIES (See Section 56)
LIABILITY OF LANDLORD (See Section 57)
ADDITIONAL RENT (See Section 58)
TENANT HOLDOVER (See Section 59)
LIMITATION OF LIABILITY (See Section 60)
ADDITIONAL RENT ESTIMATES
AND ADJUSTMENTS (See Section 61)
RENT ADJUSTMENT LIMIT (See Section 62)
LATE PAYMENT FEE (See Section 63)
USE AND UPKEEP OF PREMISES (See Section 64)
MUTUAL WAIVER OF SUBROGATION (See Section 65)
DAMAGE (See Section 66)
CONDEMNATION (See Section 67)
ESTOPPEL CERTIFICATES (See Section 68)
LANDLORD'S INSURANCE (See Section 69)
BROKERS AND COMMISSIONS (See Section 70)
FAIR MARKET VALUE (See Section 71)
ACCESS TO PREMISES (See Section 72)

1.12 EXHIBITS TO LEASE:

Exhibit "A" - Plan
Exhibit "B" - Outline Specifications
Exhibit "C" - Building Rules and Regulations
Exhibit "D" - Cleaning Specifications
</TABLE>

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 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

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PARTNERSHIP

/s/ JANET MODROWSKI BY /s/ ROBERT P. KOGOD (SEAL)
- ------------------------- -----------------------------
General Partner

ATTEST: TENANT: LCC, INC.

/s/ NEERA SINGH BY /s/ RAJENDRA SINGH (SEAL)
- ------------------------- ------------------------------

Secretary President

BY (SEAL)
- ------------------------- -----------------------------

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<PAGE> 13

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 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 rate 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 rate 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.

(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 designated 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) 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

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expenses for the short year shall be determined on an annualized basis by
taking the monthly average on 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.

(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 preceeding 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 an 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, 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 this Lease, shall survive the
expiration or earlier termination of the Lease.

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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
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 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.

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 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 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

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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.

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 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 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 hereafter be amended, with holidays falling on Saturday observed on

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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, 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 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

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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 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 noticed 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 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 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 waives all claims
for damages or abatement of rent because of such repairing, alteration,
removal, reconstruction, or improvement.

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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.

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 here to 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 & 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

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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.

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 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 to 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.

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(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
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

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
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 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

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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 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 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
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:

(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

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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
under 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 costs 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 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

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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
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.

(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 expense 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

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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 any mortgagee or
trustee. Notwithstanding 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.

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 convenants 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

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

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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 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 convenant 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 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

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

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<PAGE> 27

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.

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
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 Notwithstanding anything to the contrary in sections 2.1 and/or 2.2,
Landlord agrees to waive the first Twenty-Two and Four Tenths (22.4) months'
Base Annual Rent and Additional 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.

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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 (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 sections 28.5
and 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 of any cosmetic
improvements, including painting, carpeting, wall covering, millwork and
telephone/computer cabling or wiring installation.

28.4 Landlord agrees, at its expense, to furnish and install new building
standard wall-to-wall carpeting, wall paper and card access readers in each
stairway on the Eight, Ninth and Tenth floors, as well as the Eleventh (11th)
floor if Tenant leases space there.

28.5 In accordance with the Outline Specifications (attached hereto as
Exhibit "B") (unlimited quantities) including building standard carpet, credit
for building standard items will be given where Tenant elects to make
substitutions. Further, 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 towards the cost of moving to
the demised premises (and expenses related thereto), the purchase of furniture,
a telephone system and/or a computer system for the demised premises and
towards the cost of plans in excess of the allowance described below or as
additional rent waiver following 22.4 months 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.

28.6 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 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.

28.7 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 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."

28.8 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.

28.9 Landlord shall substantially complete the demised premises on a
Friday (projected to be November 30, 1990) and the Lease Commencement Date
shall be postponed to the next succeeding Monday.

29. LANDLORD'S CONTRIBUTION

29.1 In addition to Landlord's contribution described in section 28.5
above, Landlord agrees to contribute further the sum of Twenty-Three and 65/100
Dollars ($23.65) per square foot towards the cost of any special improvements
not listed in the Outline Specifications attached as

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<PAGE> 29

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 amounts towards the cost of moving to the
demised premises (and expenses related thereto), the purchase of furniture, a
telephone system and/or a computer system for the demised premises and towards
the cost of plans in excess of the allowance described below or as additional
rent waiver following 22.4 months until such amounts are used.

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 Any special design details will be at Tenant's sole cost; however,
Landlord will credit Tenant up to Fifty Cents ($0.50) per square foot towards
the cost of any non-building standard architectural/engineering plans. 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 towards the cost of Tenant's special
improvements or towards paying Tenant's architect. Landlord agrees, at its
expense, to prepare plumbing, mechanical and electrical working drawings with
the understanding that anything non-building standard will 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
Landlord, and Tenant's architect will verify all field conditions which are
reflected in any plans Landlord provides to Tenant. 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. DELAYED OCCUPANCY

31.1 Provided Tenant has not caused any delay in the Landlord's completing
Tenant improvements by December 1, 1990, substantially free of any punch list
items, and if Tenant holds over in its present space and incurs penalties for
such holdover, then Landlord agrees that it will reimburse Tenant within thirty
(30) days after presentment all unamortized holdover rent paid by Tenant for
periods elapsing after December 1, 1990, as extended by the number of days of
any Tenant Caused Delay. For example, assuming Landlord does not complete the
Tenant improvements until December 15, 1990, and such failure is not caused by
any Tenant Delay, and further assuming that Tenant is required to pay holdover
rent for the entire month of December in the amount of $30,000, for purposes
hereof Tenant shall be entitled to receive from Landlord an amount equal to
$15,484 (namely 16/31st of the December, 1990 holdover rent paid by Tenant).

31.2 Provided that Tenant has not caused any delay in the plan design or
construction phases of the work described in section 3.1 and 3.2, and
notwithstanding anything contained in section 3.2 to the contrary, Tenant shall
have the right to cancel this Lease without penalty in the event Landlord fails
to deliver the demised premises ready for occupancy to Tenant by March 1, 1991,
by giving Landlord ten (10) days' prior written notice of such intent. In the
event of such delay by Tenant, the aforesaid cancellation date shall be
extended by one (1) day for each day that Tenant has caused such delay.

31.3 In section 3.2, in the tenth line, after 'hereunder' insert a period
and delete the rest of the sentence.

32. MOVING EXPENSES

32.1 Landlord agrees to contribute Two Dollars ($2.00) per square foot
towards moving expenses, and expenses related thereto, incurred by Tenant in
relocating to the demised premises. 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.

33. PARKING

33.1 Landlord shall cause its operator to provide for parking in the
garage of the building described in section 1.1 for up to Ninety-four (94)
automobiles, of which Fifteen (15) will be reserved

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spaces, 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.

33.2 In the event Tenant leases additional space in the building,
additional parking (none reserved) shall be provided at the same ratio as
indicated in section 33.1 at a rate equal to that which Tenant is already
paying in the garage of the building.

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 right to enter the demised premises any time
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. PAINTING

36.1 Landlord agrees to repaint all presently painted wall and door
surfaces of the demised premises with two (2) coats of building standard paint
upon Tenant's request at the end of the fifth year of the term of this Lease.
Notwithstanding the foregoing, Landlord shall have no obligation under this
section 36.1 to repaint the premises in the event Tenant shall have exercised
its termination rights under Section 38.1 below.

37. SECURITY DEPOSIT

37.1 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 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 canceled.

38. CANCELLATION OPTION

38.1 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 liquidated damages in the sum of One Million
Seventy Thousand Seven Hundred Twelve and 50/100 Dollars ($1,070,712.50) thirty
(30) days prior to the effective cancellation date, in addition to any other
charges which may be due and payable under this Lease and further subject to
the provisions of section 2.5.

39. RENEWAL OPTIONS

39.1 (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. Such extension shall be under
the same terms, covenants and conditions, except that sections 27, 28, 29, 30,
31, 32, 34 and 35 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

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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 39.1(a) above,
each shall appoint, at its own expense, a member of the Washington D.C.
Association of Realtors who has ten years experience, 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.

39.2 (a) Provided that Tenant is not in default hereunder after expiration
of applicable cure periods, that Tenant exercised the renewal option specified
in Section 39.1, and further provided that Tenant gives written notice to
Landlord at least (l) 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 expiration of the initial extended term. Such extension shall be under
the same terms, covenants and conditions, except that sections 27, 28, 29, 30,
31, 32, 34 and 35 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 39.1(a) above,
each shall appoint, at its own expense, a member of the Washington D.C.
Association of Realtors who has ten years experience, 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 2006,
and a new base year for subsections 1.5(a) and 1.5(b) which will be 2006.

39.3 In the event Tenant does not accept the decision of the arbitrators
as provided above, Tenant may elect, within ten (10) days thereafter, to
withdraw its exercise of the renewal option thereby negating the same.

40. ADDITIONAL SPACE OPTIONS

40.1 Landlord agrees not to lease approximately 7,070 square feet
contiguous to the demised premises on the Tenth (10th) floor until December 1,
1990. Anytime until December 1, 1990, Tenant may lease a minimum of 4,000 sq.
ft. or up to 7070 sq. ft. of space under the same terms and conditions as those
for the initial demised premises with the understanding that the concessions
(rent waivers, credits and allowances) will be prorated based on the shorter
lease term than that for the initial demised premises, and the Lease will be
coterminous with the initial demised premises.

40.2 Provided Tenant exercised its option to lease all or a portion of the
7,070 square feet of contiguous space on the Tenth floor as provided in section
40.1, that Tenant is not in default of any of the terms and conditions of this
Lease, after expiration of the applicable cure periods, and further provided
Tenant is in substantial occupancy (51% or more) of the demised premises at the
time it exercises this space option, Tenant, by giving nine (9) months' prior
written notice to Landlord, shall have the right to lease the following areas
in accordance with the following schedule:

<TABLE>
<CAPTION>
FLOOR. AMOUNT TIME FRAME
-------------------------------------- ------- --------------------------
<S> <C> <C>
A portion of the Balance of 10th floor 5,876 beginning 4th lease year.
*Portion of 11th or 7th floor 6,000** beginning 6th lease year.
*Portion of 11th or 7th floor 6,000 beginning 8th lease year.
*Portion of 11th or 7th floor 6,000 beginning 10th lease year.
</TABLE>

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<PAGE> 32

(only if Tenant exercises its
renewal option)

*All space contiguous
**A portion may be on the 10th Floor if less than 7070 sq. ft. leased.

40.3 If Tenant exercises any such option, then such space shall be made
available to Tenant within six (6) months either before or after the time
frames specified above, at Landlord's discretion.

40.4 Provided Tenant did not exercise its option to lease the 7,070 square
feet of contiguous space on the Tenth floor as provided in section 40.1, that
Tenant is not in default of any of the terms and conditions of this Lease after
expiration of the applicable cure period and further provided Tenant is in
substantial occupancy (51% or more) of the demised premises at the time it
exercises this space option, Tenant, by giving nine (9) months' prior written
notice to Landlord, shall have the right to lease the following areas in
accordance with the following schedule:

<TABLE>
<CAPTION>
FLOOR AMOUNT TIME FRAME
---------------------------- ------ --------------------------
<S> <C> <C>
Portion of 10th floor 5,876 beginning 4th Lease year.
Balance of 10th floor 7,070 beginning 6th Lease year.
Portion of 7th or 11th floor 6,000 beginning 8th Lease year.
Portion of 7th or 11th floor 6,000 beginning 10th Lease year.

(only if Tenant exercises its
renewal option)
</TABLE>

40.5 If Tenant exercises any such option, then such space shall be made
available to Tenant within six (6) months either before or after the time
frames specified above, at Landlord's discretion.

40.6 As to either options 40.2 or 40.4, the terms and conditions for such
space shall be at Ninety-Five Percent (95%) of the then fair market rental rate
and upon such other concessions, terms and conditions as are being given to any
new tenant leasing space in the building at that time or in comparable
buildings in the Rosslyn-Ballston corridor.

40.7 If Landlord and Tenant fail to agree upon such new terms, concessions
and conditions including Ninety-Five Percent (95%) of the then fair market
value base annual rent plus concessions for such additional space, each shall
appoint, at its own expense, a member of the Washington D.C. Association of
Realtors who is knowledgeable in office rentals, is not directly affiliated
simultaneously with Landlord or Tenant, and has ten (10) years experience.
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 and
concessions 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.

40.8 If Tenant does not accept the arbitrators' decision, Tenant may
elect, within ten (10) days thereafter, to withdraw its exercise of the space
option thereby negating the same.

41. RIGHTS OF FIRST OFFERING

41.1 If, during the term of this Lease, the existing tenant(s) occupying
any other space on the Seventh (7th), Tenth (10th) or Eleventh (11th) floors of
the building elect(s) to vacate such space or do(es) not enter into a new lease
agreement or exercise any extension or renewal rights under its/theirs existing
Lease(s), and any other tenants in the building who were granted rights to such
space before Tenant, whether by option, right of refusal, offering or
otherwise, do not exercise the same, and such space thereby becomes available,
Landlord shall first offer such space to Tenant in writing at Ninety-Five
Percent (95%) of the then fair market rental rate and upon such other
concessions, terms and conditions as are being given to any new tenant leasing
space in the building at that time or in comparable buildings in the
Rosslyn-Ballston corridor. Tenant shall have ten (10) days in which to accept
Landlord's offer in writing. If Tenant fails to accept Landlord's offer within
the time specified, due to disagreement over rent and/or concessions, then the
parties shall arbitrate as provided in section 41.3. In the event Tenant
accepts Landlord's offer for such space within the time specified, the term
therefor shall begin from the date determined by the arbitrators, if necessary,
to be consistent with the fair market value for the space, regardless of any
time required by Tenant to construct, alter or redecorate the space to Tenant's
requirements. Landlord makes no representation that carpeting or special
improvements that may have been in the space prior to when the present occupant
vacates the space will remain for Tenant's use. This right of first offering
is contingent upon Tenant not being in default after expiration of applicable
cure periods of any of

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<PAGE> 33

the terms or conditions of this Lease at the time of Landlord's offer, and
further contingent upon Tenant being in substantial (51% or more) occupancy of
the demised premises at the time Tenant exercises its Right of First Offering.

41.2 If, during the term of this Lease, the existing tenant(s) occupying
any other space on any other floors of the building elect(s) to vacate such
space or do(es) not enter into a new lease agreement or exercise any extension
or renewal rights under its/theirs existing Lease(s), and the other initial
tenants in the building who were granted, either before or after Tenant,
options or prior rights of offering on such space do not exercise the same, and
such space thereby becomes available, Landlord shall first offer such space to
Tenant in writing at Ninety-Five Percent (95%) of the then fair market rental
rate and upon such other terms and conditions as are being given to any new
tenant leasing space in the building at that time or in comparable buildings in
the Rosslyn-Ballston corridor. Tenant shall have ten (10) days in which to
accept Landlord's offer in writing. If Tenant fails to accept Landlord's offer
within the time specified, due to disagreement over rent and/or concessions,
then the parties shall arbitrate as provided in section 41.3. In the event
Tenant accepts Landlord's offer for such space within the time specified, the
term therefor shall begin from the date determined by the arbitrators, if
necessary, to be consistent with the fair market value for the space,
regardless of any time required by Tenant to construct, alter or redecorate the
space to Tenant's requirements. Landlord makes no representation that
carpeting or special improvements that may have been in the space prior to when
the present occupant vacates the space will remain for Tenant's use. This
right of first offering is contingent upon Tenant not being in default after
expiration of applicable cure periods of any of the terms or conditions of this
Lease at the time of Landlord's offer, and further contingent upon Tenant being
in substantial (51% or more) occupancy of the demised premises at the time
Tenant exercises its Right of First Offering.

41.3 If Landlord and Tenant fail to agree upon such new terms (including
the commencement date of the term), concessions, and conditions including
Ninety-Five Percent (95%) of the then fair market value base annual rent plus
concessions for such additional space, each shall appoint, at its own expense,
a member of the Washington D.C. Association of Realtors who is knowledgeable
in office rentals and has ten (10) years experience. 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 and concessions 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.

41.4 If Tenant does not accept the arbitrators' decision, Tenant may
elect, within ten (10) days thereafter, to withdraw its exercise of the space
option thereby negating the same.

42. BUILDING SERVICES AND UTILITIES

42.1 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.

42.2 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."

42.3 In Section 5.2, in the second line, change '72' to "24".

42.4 In Subsection 5.3(a), in the first line, after 'machinery' insert
"not shown on Tenant's working drawings".

42.5 In subsection 5.3(b), in the first line, after 'lighting' insert "but
excluding standard HVAC services"; and delete the second sentence entirely.

42.6 In Subsection 5.3(c), in the last line, before 'service' insert
"reasonable".

42.7 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

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<PAGE> 34

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.

42.8 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 (l) 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.

42.9 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

43. SUBLETTING AND ASSIGNMENT

43.1 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.

43.2 Any sublessee or assignee of Tenant shall be entitled to the same
rights and services from Landlord as Tenant.

43.3 Sections 4.2 and 4.3 are hereby deleted entirely.

44. ROOF ANTENNA

44.1 (a) Landlord agrees that Tenant, at its expense, may install up to
three (3) antennae on the roof of the building subject to Landlord's and any
necessary governmental approval of the exact location, size, style, material
and method of installation. There will be no rental charge, license fee or
other payment for such antennae.

(b) At such time as Landlord approves said antenna, Tenant and Landlord
hereby agree to enter into a separate Antenna License Agreement setting forth
all terms and conditions of installation and maintenance.

(c) Tenant shall have access at all times to an area on the roof of the
building of approximately 10 X 10 to house equipment equipment to test cellular
communication equipment. There will be no charge to Tenant for such access or
storage on the roof.

45. NONDISTURBANCE

45.1 Notwithstanding anything to the contrary in section 13, Landlord
agrees to obtain a nondisturbance agreement from existing and future mortgagees
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.

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<PAGE> 35

46. MORTGAGEE PROTECTION CLAUSE

46.1 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.

47. CURE DEFAULT

47.1 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), 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 any
lawful means and remove Tenant or other occupants and their effects.

48. REASONABLENESS OF LANDLORD AND TENANT

48.1 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.

49. INTERIOR AND EXTERIOR SIGNAGE

49.1 Landlord agrees that Tenant shall have exclusive exterior signage
rights among the Building tenants, and Tenant may install two (2) signs with
its logo on the exterior of the building, subject to governmental approval of
the exact location, size, style, material and method of application. In the
event Tenant's demised premises are reduced to 35,000 square feet or less,
Landlord, at its option, will have the right to have such exterior signage
removed.

49.2 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.

49.3 Landlord, at its expense, shall provide a building directory board
and Tenant shall be permitted group and alphabetical listings on said
directory.

50. ADJUSTMENT OF SPACE SIZE

50.1 Tenant shall have the right to increase the square footage upon the
same prorated terms and conditions (rent waivers, Landlord's contributions and
reimbursements) after a preliminary space plan has been finalized.

51. BUILDING SECURITY AND TENANT ACCESS

51.1 Landlord, at its expense, will furnish and install a Kastle
Electronic System on up to twelve Tenant entries from common areas on the
Eighth, Ninth and Tenth floors, it being understood that the card access reader
shall provide limited access to each of Tenant's floors.

51.2 Tenant shall have continuous access to the demised premises and the
garage of the building.

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<PAGE> 36

52. GROSSED UP OPERATING EXPENSES AND REAL ESTATE TAXES

52.1 Notwithstanding anything in this Lease to the contrary, Operating
Expenses and Real Estate Taxes for the Base Year shall the be "grossed-up" on
the basis of a Ninety-Five Percent (95%) occupied building and fully assessed
building. Without limiting year 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 [ILLEGIBLE] be less than $5.30 per
square foot.

53. EXECUTION OF DOCUMENT

53.1 In the event Tenant does not execute and return this document by the
close of business on July 18, 1990, then Landlord may market the subject space
to others without further notice to Tenant.

54. LIFE SUPPORT SYSTEMS/HANDICAP FACILITIES

54.1 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

55. BUILDING SECURITY SYSTEM

55.1 Landlord at its expense will furnish and install a Kastle Electronic
System (card access) on up to twelve (12) suite entry doors in total on the
Eighth, Ninth, and Tenths floors (card or key access may be programmed such
that only employees working on particular floors may enter the same); all other
entry or exit doors from Tenant's space to the common areas on the floor will
be alarmed; and on each suite entry door (one only) of any additional leased
space.

55.2 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.

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<PAGE> 37

56. DEFAULTS AND REMEDIES

56.1 In Section 12.2, in the last line, before 'unless' insert "or
Tenant"; and change the second 'Landlord' to "the affected party".

56.2 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."

56.3 In Section 12.5, in the first line, after 'Landlord' insert "or
Tenant"; and in the third line, delete 'Landlord's'.

57. LIABILITY OF LANDLORD

57.1 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.

57.2 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.

57.3 In Section 8.2, in the fourth line, after the first 'Tenant' insert a
period and delete the remainder of the paragraph .

57.4 In Section 8.3, delete the last sentence in its entirety.

58. ADDITIONAL RENT

58.1 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."

58.2 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.

58.3 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 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

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<PAGE> 38

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;"

58.4 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)".

58.5 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."

58.6 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.

59. TENANT HOLDOVER

59.1 In Section 14.1, in the fourth line, change 'stipulated by Landlord'
to "as agreed by the parties".

59.2 In Section 14.2, in the third line, change 'three' to "one and
one-half"; and in the fifth line, delete 'direct and consequential,'.

60. LIMITATION OF LIABILITY

60.1 Section 19.1 is hereby deleted in its entirety.

61. ADDITIONAL RENT ESTIMATES AND ADJUSTMENTS

61.1 In Subsection 2.3(a), in the second line, before 'estimate' insert
"reasonable (but no more than 10% above the previous year's additional rent)".

61.2 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 the last line, change 'ten (10)' to "thirty (30)".

61.3 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."

62. RENT ADJUSTMENT LIMIT

62.1 In Section 2.4, at the end of the paragraph, change the period to a
comma and insert "subject to Section 27 hereof."

63. LATE PAYMENT FEE

63.1 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.

64. USE AND UPKEEP OF PREMISES

64.1 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)".

- 30 -

<PAGE> 39

64.2 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)".

64.3 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.

64.4 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."

64.5 In Section 6.5, in the first line, after 'maintain' insert "in a
first-class manner and in compliance with all codes"

64.6 In Section 6.6, delete the second and third sentences in their
entirety.

64.7 In Section 6.7, in the fourth line, after 'building' insert "which is
100 pounds per square foot".

64.8 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.

64.9 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."

64.10 In Section 6.10, in the last line, after 'tear' insert "and damage
by fire, casualty, condemnation or Landlord".

64.11 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 there for arises by reason of the negligence or willful
misconduct of Landlord, its agents, employees or contractors.

65. MUTUAL WAIVER OF SUBROGATION

65.1 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. 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.

66. DAMAGE

66.1 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.

66.2 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."

- 31 -

<PAGE> 40

67. CONDEMNATION

67.1 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%)".

68. ESTOPPEL CERTIFICATES

68.1 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."

69. LANDLORD'S INSURANCE

69.1 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.

(b) All risk property damage insurance (including theft) covering
Landlord's real and personal property in the Building.

70. BROKERS AND COMMISSIONS

70.1 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.

71. FAIR MARKET VALUE

71.1 For the purposes of determining rental for the renewal option in
Section 39, additional space options in section 40, and first offering space
(See Section 41), "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 or 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 Rosslyn-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.

72. ACCESS TO PREMISES

72.1 Landlord agrees to give thirty (30) days prior written notice to
Tenant of the date that Landlord anticipates the demised premises will be ready
for Tenant's occupancy. Notwithstanding any provisions to the contrary in
section 3.2, Tenant shall have the right to enter the demised premises prior to
the Lease Commencement Date to make Tenant installations, without liability for
rent during such period, but subject to all other terms, covenants, conditions
and provisions of this Lease, provided such work by Tenant or Tenant's
contractors does not interfere with Landlord's construction work.

72.2 In Section 7.1, in the second line, after 'times' insert "after
reasonable notice (except in emergencies)".

72.3 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.

- 32 -

<PAGE> 41

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 July 23, 1990 (the "Lease"), in which Landlord leased to
Tenant and Tenant leased from Landlord office space known as Suites 800, 900
and 1000, containing approximately 46,722 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
November 30, 2000;

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:
<PAGE> 42

1. Effective Date of Assignment. The Assignment of said Lease
shall be effective as of December 23, 1993 (the "Effective Date").

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.

2
<PAGE> 43
rent defaults, in which to cure any default of Assignee. If any default,
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.

3
<PAGE> 44
Notices to Assignee shall be given at:

Telcom Ventures, L.L.C.
2300 Clarendon Boulevard
Suite 800
Arlington, Virginia 22201

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

By: 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. Fischer By /s/ Rajendra Singh (SEAL)
- ------------------------ ------------------------
Seal Assistant Secretary Name: Rajendra Singh
Title:

4
<PAGE> 45
ATTEST: ASSIGNOR: TELCOM VENTURES, L.L.C.

/s/ John S. Fischer By /s/ Rajendra Singh (SEAL)
- ----------------------------- ---------------------------
Seal General Counsel Name: Rajendra Singh
Title:

5
<PAGE> 46

ASSIGNMENT OF LEASE
AND
LANDLORD'S CONSENT TO ASSIGNMENT

THIS ASSIGNMENT OF LEASE is made on ____________________, 199__, among
SECOND COURTHOUSE PLAZA ASSOCIATES LIMITED PARTNERSHIP, a Virginia limited
partnership (hereinafter "Landlord"), TELECOM VENTURES L.L.C., a Delaware
limited liability company (hereinafter "Assignor"), and LCC, 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, Inc., as Tenant, entered into a written lease
dated July 23, 1990 (the "Lease"), in which Landlord leased to Tenant and
Tenant leased from Landlord office space known as Suites 800, 900 and 1000,
containing approximately 46,722 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"), for a term expiring
November 30, 2000, which was assigned to Telcom Ventures L.L.C., as Tenant, by
an agreement dated December 31, 1993;

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.
<PAGE> 47
NOW, THEREFORE, the parties agree as follows:

1. Effective Date of Assignment. The Assignment of said Lease
shall be effective as of _______________, 1995 (the "Effective Date").

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 send to Assignee.

2
<PAGE> 48
expires for curing rent defaults and ten (10) days after the period for curing
non-rent defaults, in which to cure any default of Assignee. If any default,
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.

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, 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.

3
<PAGE> 49
Notices to Assignee shall be given at:

2300 Clarendon Boulevard
Suite 800
Arlington, Virginia 22201

b) Successors. This Assignment shall be binding upon, and inure
to the benefit of the parties and their successors.

WITNESS: LANDLORD: SECOND COURTHOUSE
PLAZA ASSOCIATES LIMITED
PARTNERSHIP

By (SEAL)
- ---------------------- ---------------------------
General Partner

ATTEST: ASSIGNOR: TELCOM VENTURES L.L.C.

/s/ [illegible] By /s/ John S. Fischer (SEAL)
- --------------------------- ---------------------------
Seal Corporate Counsel Name: John S. Fischer
Title: V.P. of Legal Affairs

4
<PAGE> 50
ATTEST: ASSIGNOR: LCC, L.L.C.

/s/ [illegible] By /s/ John S. Fischer (SEAL)
- --------------------------- ----------------------------
Seal Corporate Counsel Name: John S. Fischer
Title: V.P. of Legal Affairs

<PAGE> 51

LEASE EXTENSION AGREEMENT

THIS LEASE EXTENSION AGREEMENT made this 19th 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, hereto entered into a lease
agreement dated July 23, 1990 (the "Lease"), which provides for the leasing of
Suites 800, 900 and 1000, consisting of approximately 46,722 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. Notwithstanding anything to the contrary in Section 38 of the Lease,
Tenant agrees to pay to Landlord the liquidated damages specified therein in
the sum of One Million Seventy Thousand Seven Hundred Twelve and 50/100 Dollars
($1,070,712.50) no later than October 31, 1996.

3. 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> 5

ASSIGNMENT OF LEASE
AND
LANDLORD'S CONSENT TO ASSIGNMENT

THIS ASSIGNMENT OF LEASE is made on May 25, 1995, among SECOND COURTHOUSE
PLAZA ASSOCIATES LIMITED PARTNERSHIP, a Virginia limited partnership
(hereinafter "Landlord"), TELCOM VENTURES L.L.C., a Delaware limited liability
company (hereinafter "Assignor"), and LCC, 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, Inc., 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 Two, designated by street address as 2300 Clarendon
Boulevard, Arlington, Virginia (the "Premises"), for a term expiring November
30, 2000, which was assigned to Telcom Ventures L.L.C., as Tenant, by an
agreement dated December 31, 1993, and amended by a Lease Extension Agreement
dated December 31, 1993;

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 ______ 1995 (the "Effective Date").

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 send 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 for curing non-rent defaults, in which to cure any default of Assignee.
If any default, 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.
<PAGE> 6
ASSIGNMENT OF LEASE
LANDLORD'S CONSENT TO ASSIGNMENT
PAGE 2

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, 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:

2300 Clarendon Boulevard
Suite 1003
Arlington, Virginia 22201

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.

<TABLE>
<CAPTION>
WITNESS: LANDLORD: SECOND COURTHOUSE PLAZA
ASSOCIATES LIMITED PARTNERSHIP
<S> <C>

/s/ Janet Modrowski BY /s/ Robert P. Kogod (SEAL)
- -------------------------------------- ---------------------------------------------------------
General Partner

ATTEST: ASSIGNOR: TELCOM VENTURES L.L.C.

/s/ [illegible] BY /s/ John S. Fischer (SEAL)
- -------------------------------------- ---------------------------------------------------------
Seal Corporate Counsel Name: John S. Fischer
Title: V.P. of Legal Affairs

ATTEST: ASSIGNEE: LCC, L.L.C.

<PAGE> 1
Portions of this exhibit, for which confidential treatment has been granted,
have been omitted. Omitted portions are marked by brackets [ ].

EXHIBIT 10.11

AGREEMENT BY
AND BETWEEN

PACIFIC BELL MOBILE SERVICES

LCC, L.L.C.

NOVEMBER 15, 1994

11/15/94 - Proprietary Information -
not for use or disclosure outside PBMS or LCC
except by written agreement

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 1
1.1 Affiliate . . . . . . . . . . . . . . . . . . . 1
1.2 BTA . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Cancel or Cancellation . . . . . . . . . . . . . 2
1.4 CellCAD Software . . . . . . . . . . . . . . . . 2
1.5 Defect . . . . . . . . . . . . . . . . . . . . . 2
1.6 Documentation . . . . . . . . . . . . . . . . . 2
1.7 Expenses . . . . . . . . . . . . . . . . . . . . 2
1.8 Installation Site . . . . . . . . . . . . . . . 2
1.9 LCC Products . . . . . . . . . . . . . . . . . . 2
1.10 Letter of Authorization . . . . . . . . . . . . 2
1.11 License . . . . . . . . . . . . . . . . . . . . 2
1.12 Market . . . . . . . . . . . . . . . . . . . . 2
1.13 MTA . . . . . . . . . . . . . . . . . . . . . . 3
1.14 Optional Enhancements . . . . . . . . . . . . . 3
1.15 PBMS PCS System . . . . . . . . . . . . . . . . 3
1.16 Services . . . . . . . . . . . . . . . . . . . 3
1.17 Software . . . . . . . . . . . . . . . . . . . 3
1.18 Standard Enhancement . . . . . . . . . . . . . 3
1.19 Statement of Work . . . . . . . . . . . . . . . 3
1.20 Trademarks . . . . . . . . . . . . . . . . . . 3
1.21 Terminate or Termination . . . . . . . . . . . 3
2. THE SERVICES . . . . . . . . . . . . . . . . . . . . . 4
2.1 Engagement . . . . . . . . . . . . . . . . . . . 4
2.2 Engineering Services . . . . . . . . . . . . . . 4
2.2.1 Initial Engagement . . . . . . . . . . . 4
2.2.2 Future Engagements . . . . . . . . . . . 4
2.2.3 Schedule . . . . . . . . . . . . . . . . 4
2.2.4 Personnel . . . . . . . . . . . . . . . 5
2.2.5 Access to Premises . . . . . . . . . . . 6
2.2.6 LCC s Use of the Software . . . . . . . 6
2.3 The Software Services . . . .. . . . . . . . . 6
2.3.l Database Services . . . . . . . . . . . 6
2.3.2 Software Installation and Training . . . 8
2.3.3 Telephone and Facsimile Consultation . . 8
2.4 Proprietary Rights . . . . . . . . . . . . . . . 8
3. SOFTWARE LICENSE/TERMS OF USE . . . . . . . . . . . . 9
3.1 License . . . . . . . . . . . . . . . . . . . . 9
3.2 Terms and Restrictions . . . . . . . . . . . . . 9
3.3 Interoperability Acknowledgment . . . . . . . . 10
3.4 Enhancements . . . . . . . . . . . . . . . . . . 10
</TABLE>

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<PAGE> 3

<TABLE>
<S> <C>
3.4.1 Standard Enhancements . . . . . . . . . 10
3.4.2 Optional Enhancements . . . . . . . . . 11
3.5 Return of Software . . . . . . . . . . . . . . . 11
3.6 Software Ownership . . . . . . . . . . . . . . . 11
3.7 Assistance . . . . . . . . . . . . . . . . . . . 11
3.8 Conversion to Perpetual License . . . . . . . . 11
3.9 LCC s Bankruptcy . . . . . . . . . . . . . . . . 12
4. HARDWARE AND THIRD PARTY SOFTWARE . . . . . . . . . . 13
4.1 Lease or Purchase of LCC Products by PBMS . . . 13
4.2 Third Party Hardware and Software Products . . . 13
4.2.1 Purchase of Third Party Products by PBMS 13
4.2.2 Third Party Software Products . . . . . 13
4.3 Third Party Maintenance and Support Programs . . 14
4.4 Radio Frequency Energy Standards . . . . . . . . 14
5. FEES AND EXPENSES . . . . . . . . . . . . . . . . . . 14
5.1 Service Fees . . . . . . . . . . . . . . . . . . 14
5.2 Software License and Usage Fees . . . . . . . . 14
5.3 Increase in Fees . . . . . . . . . . . . . . . . 15
5.4 Expenses . . . . . . . . . . . . . . . . . . . . 15
5.5 Payment Terms . . . . . . . . . . . . . . . . . 15
5.6 Promotions . . . . . . . . . . . . . . . . . . . 16
5.7 Taxes . . . . . . . . . . . . . . . . . . . . . 16
5.8 LCC s Records and Audits . . . . . . . . . . . . 16
6. COVENANTS OF THE PARTIES . . . . . . . . . . . . . . . 17
6.1 Non-solicitation . . . . . . . . . . . . . . . . 17
6.2 Minimum Commitment . . . . . . . . . . . . . . . 17
6.3 Adjustments to the Minimum Commitment . . . . . 17
7. WARRANTY AND DISCLAIMER . . . . . . . . . . . . . . . 17
7.1 LCC s Warranties . . . . . . . . . . . . . . . . 17
7.1.1 Service Warranties . . . . . . . . . . . 18
7.1.2 Software Warranties . . . . . . . . . . . 18
7.1.3 LCC Product Warranties . . . . . . . . . 19
7.2 Disclaimer . . . . . . . . . . . . . . . . . . . 19
7.3 Limitation Of Liability . . . . . . . . . . . . 19
8. NON-DISCLOSURE AND CONFIDENTIALITY . . . . . . . . . . 20
8.1 Nondisclosure of Proprietary Information . . . . 20
8.2 Exclusions . . . . . . . . . . . . . . . . . . . 20
8.3 Return . . . . . . . . . . . . . . . . . . . . . 21
8.4 Injunctive Relief . . . . . . . . . . . . . . . 21
8.5 Publicity . . . . . . . . . . . . . . . . . . . 21
8.6 Survival . . . . . . . . . . . . . . . . . . . . 21
9. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 21
9.1 Infringement . . . . . . . . . . . . . . . . . . 21
9.2 Damage to Persons and Property . . . . . . . . . 22
10. 22
</TABLE>

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<PAGE> 4

<TABLE>
<S> <C>
11. WRITTEN ASSURANCE REGARDING RE EXPORT . . . . . . . . 22
11.1 Export Control Compliance . . . . . . . . . . . 22
12. GENERAL . . . . . . . . . . . . . . . . . . . . . . . 22
12.2 Relationship . . . . . . . . . . . . . . . . . 22
12.3 Force Majeure . . . . . . . . . . . . . . . . . 23
12.4 Binding Effect: Amendment . . . . . . . . . . . 23
12.5 Severability . . . . . . . . . . . . . . . . . 23
12.6 Notices . . . . . . . . . . . . . . . . . . . . 23
12.7 Waiver . . . . . . . . . . . . . . . . . . . . 24
12.8 Headings . . . . . . . . . . . . . . . . . . . 24
12.9 Attorneys Fees . . . . . . . . . . . . . . . . 24
12.10 Accrued Right . . . . . . . . . . . . . . . . 24
12.11 Governing Law . . . . . . . . . . . . . . . . 24
12.12 Administration of the Agreement . . . . . . . 24
12.13 Liens . . . . . . . . . . . . . . . . . . . . 25
12.14 Insurance . . . . . . . . . . . . . . . . . . 25
12.15 Executive Orders . . . . . . . . . . . . . . . 25
12.16 Hazardous Materials/Chemicals . . . . . . . . 26
12.17 Minority-Owned Business . . . . . . . . . . . 26
12.18 No Third Party Beneficiaries . . . . . . . . . 26
12.19 Compliance with Laws . . . . . . . . . . . . . 26
12.20 Approvals/Consents . . . . . . . . . . . . . . 26
12.21 Remedies Cumulative . . . . . . . . . . . . . 26
12.22 Releases Void . . . . . . . . . . . . . . . . 27
12.23 No License Granted . . . . . . . . . . . . . . 27
12.24 Non-exclusive Market Rights . . . . . . . . . 27
12.25 Survival . . . . . . . . . . . . . . . . . . . 27
12.26 Conflict of Interest . . . . . . . . . . . . . 27
12.27 Dispute Resolution . . . . . . . . . . . . . . 27
</TABLE>

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<PAGE> 5
AGREEMENT

This AGREEMENT is made and entered into as of November 15, 1994, by
and between LCC, L.L.C., a Delaware limited liability company having its
principal offices at 2300 Clarendon Boulevard, Suite 800, Arlington, Virginia
22201 ("LCC"), and Pacific Bell Mobile Services, a California corporation
having its principal offices at 4420 Rosewood Drive, Bldg. 2, 4th Floor,
Pleasanton, California 94588 ("PBMS").

WITNESSETH:

WHEREAS, PBMS expects to acquire, through Federal Communications
Commission auctions, licenses to implement and operate a wireless personal
communications system in certain of the MTAs and/or BTAs in the United States;

WHEREAS, PBMS desires to engage LCC to perform certain services in
connection with the design, engineering and deployment of the PBMS PCS System,
and LCC desires to provide such services to PBMS, all in accordance with the
terms of this Agreement;

WHEREAS, PBMS desires to acquire, and LCC desires to grant, a
non-exclusive license to use certain proprietary LCC computer software, all in
accordance with the terms of this Agreement;

WHEREAS, PBMS desires to acquire, and LCC desires to make available to
PBMS, certain LCC hardware products, all in accordance with the terms of this
Agreement;

WHEREAS, PBMS desires to acquire, and LCC desires to make available,
certain third party hardware and software products for use in connection with
the software, 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 acknowledged, the parties hereto hereby agree as follows:

1. DEFINITIONS. As used herein, the following terms shall have the
following respective meanings:

1.1 Affiliate. The term "Affiliate" shall mean, with respect to
any other entity, any entity directly or indirectly controlling, controlled by
or under common control with such entity. For the purposes of the preceding
sentence, the term "control" shall mean, with respect to any entity, the
possession, directly or indirectly, through one or more intermediaries, of the
power or authority, through ownership of voting securities, by contract or
otherwise, to control the management, activities or policies of such entity.

<PAGE> 6
1.2 BTA. The term "BTA" shall mean a Basic Trading Area, as
defined by the 1992 Rand McNally Atlas.

1.3 Cancel or Cancellation. The term "Cancel" or "Cancellation"
shall mean the ending of this Agreement or any Letter of Authorization by the
nondefaulting party, where the other party is in material default of an
obligation under this Agreement or such Letter of Authorization.

1.4 CellCAD Software. The term "CellCAD Software" shall mean
LCC's proprietary CellCAD software, release 1.3, in machine-readable, object
code form only.

1.5 Defect. The term "Defect" shall mean any material and
reproducible error, problem or defect resulting in an incorrect functioning of
the Software or an incorrect or incomplete identification, statement or diagram
in the Documentation, if such error, problem or defect causes the Software to
fail to perform substantially in the manner specified in the Documentation.

1.6 Documentation. The term "Documentation" shall mean the LCC
designated user manuals, media and/or instructions provided by LCC to PBMS
relating to the Software.

1.7 Expenses. The term "Expenses" shall mean the amount of
reimbursable costs and expenses for which PBMS is obligated to reimburse LCC as
provided in Exhibit L, "Reimbursable Expenses".

1.8 Installation Site. The term "Installation Site" shall mean
(1) PBMS's seven Project Offices and (ii) any other PBMS facilities where PBMS
requests LCC to install the Software for use by PBMS under the Software
License.

1.9 LCC Products. The term "LCC Products" shall have the meaning
set forth in Section 4.1.

1.10 Letter of Authorization. The term "Letter of Authorization"
shall mean a document, substantially in the form of Exhibit B, attached hereto
and made a part hereof.

1.11 License. The term "License" means any license, authorization
or approval to construct and operate a wireless personal communications system
using radio frequencies in the l.85GHz to 2.10GHz band, as may be granted by
the Federal Communications Commission.

1.12 Market. In this Agreement the term "Market" shall mean either
MTA 43 or MTA 81, or any other MTA in which LCC employees are engaged to
perform services, or any combination thereof, any BTA within either such MTA,
or any portion of any such MTA or BTA with respect to which PBMS: (i) conducts
any

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<PAGE> 7

study, analysis or design work in contemplation of the award of a License or
(ii) is awarded a License.

1.13 MTA. The term "MTA" shall mean a Major Trading Area, as
defined by the 1992 Rand McNally Atlas.

1.14 Optional Enhancements. The term "Optional Enhancements" shall
mean any improvement, addition or revision to the Software that is developed by
LCC and is not part of LCC's normal Software release process.

1.15 PBMS PCS System. The term "PBMS PCS System" shall mean any
wireless personal communications system with respect to which PBMS: (i)
conducts any study, analysis or design work in contemplation of the award of a
License, or (ii) is awarded a License.

1.16 Services. The term "Services" shall mean: (i) the radio
frequency design, engineering, Software, database and other services as shall
from time to time be rendered to PBMS by LCC during the term of this Agreement,
upon mutual agreement of the parties in accordance with the provisions of
Section 2.2 hereof, and (ii) the database, software installation and training
services to be rendered by LCC in accordance with Section 2.3 hereof.

1.17 Software. The term "Software" shall mean: (i) the CellCAD
Software; (ii) any Standard Enhancement and (iii) any Optional Enhancement
which becomes part of this Agreement in accordance with the provisions of
Section 3.4.2.

1.18 Standard Enhancement. The term "Standard Enhancement" shall
mean any improvement, addition or revision to the Software that is: (i)
developed by LCC, and (ii) part of LCC's normal software release process.
LCC's proprietary AFPlanner, MicroCell Model, and Site Planner software shall
be Standard Enhancements.

1.19 Statement of Work. The term "Statement of Work" shall mean
the description of the design engineering services to be performed pursuant to
this Agreement, as set forth in Exhibit A attached hereto.

1.20 Trademarks. The term "Trademarks" shall mean: (i)
"AFPlanner", "CellCAD", "CellQUEST", "CellHOST", "CelluMATE", "CellSAFE",
"CMl000", "LCC", "RSAT", "Site Planner" and "RSAT-Plus", which are trademarks
of LCC, (ii) "LCC", which is a service mark of LCC, and (iii) any other
trademark, tradename or service mark used by LCC and/or its Affiliates during
the term of this Agreement in connection with the marketing, sale and/or
distribution of its products and services.

1.21 Terminate or Termination. The term "Terminate" or
"Termination" shall mean the ending of this Agreement or any Letter of
Authorization, pursuant to a power of Termination set forth in Section 10.2 of
this Agreement, where such

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<PAGE> 8
action is taken for the convenience of the party exercising such power and
without regard to any default of the other party.

2. THE SERVICES.

2.1 Engagement. Subject to the terms of this Agreement, PBMS
hereby engages LCC to render the Services, and LCC hereby accepts such
engagement.

2.2 Engineering Services. The engineering services to be rendered
by LCC to PBMS pursuant to this Agreement shall consist of the following:

2.2.1 Initial Engagement. PBMS hereby engages LCC to
provide the radio frequency engineering services described in the Statement of
Work in connection with the design, and implementation of approximately 1800
cell sites for the PBMS PCS System. The terms and conditions of this Agreement
shall also apply to Services that LCC performed for PBMS commencing on or about
September 15, 1994 relating to preparation of the preliminary design for the
PBMS PCS System.

2.2.2 Future Engagements. In addition to the services
provided pursuant to Section 2.2.1 above, from time to time during the term of
this Agreement, PBMS may deliver one or more project proposals (each of which
is referred to herein as a "Project Proposal") to LCC. Each Project Proposal
shall include a complete and detailed description of the project which PBMS
wishes LCC to undertake, including the proposed objectives, projected staffing
levels, the site or sites where the services are to be rendered, anticipated
milestones and expected deliverables. Within fifteen (15) days following its
receipt of any Project Proposal, LCC shall deliver to PBMS a written response
indicating whether LCC wishes to accept the proposed project. LCC shall be
under no obligation whatsoever to accept any proposed project. If LCC wishes
to accept a proposed project, its response to PBMS shall specify: (i) LCC's
proposed revisions, if any, to the description of the project set forth in the
Project Proposal and (ii) a non-binding estimate of the ramp-up and completion
schedule for such project. PBMS shall be under no obligation whatsoever to
accept LCC's response. If PBMS desires to continue with the project after
reviewing LCC's response, it shall deliver to LCC a Letter of Authorization in
the form attached hereto as Exhibit B (which shall incorporate the provisions
of the relevant Project Proposal, as amended and supplemented by LCC's response
and any subsequent changes mutually agreed to in good faith negotiations).
Upon PBMS's delivery of a Letter of Authorization: (i) the services described
therein shall be deemed "Services" and (ii) LCC shall be required to provide
such services, and PBMS shall be required to compensate LCC for such Services,
all in accordance with the provisions of this Agreement and such Letter of
Authorization.

2.2.3 Schedule. LCC shall complete the Services in
accordance with the time schedule (if any) set forth in the Statement of Work
or the Letter of Authorization relating to such Services. The parties agree to
make appropriate

- 4 -
<PAGE> 9

revisions to any such time schedule to reflect any changed circumstances which
may arise relating to such services. Notwithstanding anything herein to the
contrary, LCC shall not have any liability whatsoever for its delay in
performance if such is the result of (i) project delays beyond LCC's reasonable
control, or (ii) PBMS's failure to deliver any required materials or
information to LCC like those set forth as project assumptions in the Statement
of Work, or to perform any required project assumptions (as described in the
Statement of Work) in a timely manner, (iii) the failure on the part of any
PBMS's Design Engineer or Associate Engineer assigned to support LCC's
performance of the Services (as contemplated in Exhibit G-1 attached hereto) to
perform his/her responsibilities in a professional, competent and timely
manner, or (iv) PBMS's failure to provide personnel to support LCC's
performance of the Services at the PBMS staffing levels (and at the required
times) set forth in Exhibit G-1 attached hereto. In the event PBMS cannot,
after having used its best efforts, provide the personnel required by the.
PBMS staffing levels set forth in Exhibit G-1 attached hereto, LCC agrees to
use its best efforts to secure the personnel necessary to replace those not
provided by PBMS.

2.2.4 Personnel.

(a) If, during the term of this Agreement, PBMS
determines that any employee of LCC is failing to deliver Services in
accordance with the standards required by this Agreement, PBMS shall notify LCC
in writing, and LCC shall use its best efforts to cause such employee to cure
all defects in the quality of his or Services. If, thirty (30) days following
delivery of such notice, PBMS determines that such employee's quality of
delivered Services continues to fall below the standards required by this
Agreement, then PBMS shall have the right to require LCC to replace such
employee upon written notice to LLC. Upon LCC's receipt of such notice, LCC
shall promptly terminate such employee's assignment to PBMS' project and
promptly provide a suitable replacement.

(b) All Design Engineers and Associate Engineers assigned
by PBMS to support LCC's performance of the Services (as contemplated in
Exhibit G-1 attached hereto), shall serve at the direction of LCC, in
coordination with PBMS' manager for the relevant Project Office. If, during
the term of this Agreement, LCC determines that any such employee of PBMS is
failing to perform his/her responsibilities in a professional, competent and
timely manner, LCC shall notify PBMS in writing, and PBMS shall use its best
efforts to cause such employee to cure all defects in the quality of his/her
performance. If, thirty (30) days following delivery of such notice, LCC
determines that such employee's performance continues to fall below the
afore-mentioned standards, then LCC shall have the right to require PBMS to
replace such employee upon written notice to PBMS. Upon PBMS's receipt of such
notice, PBMS shall promptly terminate such employee's assignment to the PBMS
project and promptly provide a suitable replacement.

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<PAGE> 10
2.2.5 Access to Premises. For the purposes of LCC's
performance of the Services hereunder, LCC and LCC's personnel shall have
reasonable access to each PBMS site where the Services are to be performed.
LCC shall be responsible for LCC's personnel observing PBMS' site rules and
regulations including, but not limited to, safety regulations and security
requirements, and for working in harmony with PBMS' employees. In the event
PBMS determines that any LCC employee is failing to observe such rules and/or
work in said manner, PBMS may request that the employee be removed from PBMS'
premises. Upon LCC's receipt of any such request, such person shall leave
PBMS' premises promptly and LCC shall not furnish such person again to perform
work on PBMS' premises without PBMS' consent, and LCC shall promptly provide a
suitable replacement.

2.2.6 LCC's Use of the Software. LCC shall use the
Software in connection with its performance of the engineering services to be
rendered by LCC pursuant to this Section 2.2. LCC shall not be obligated or
required to use any other network engineering software in connection with the
Services.

2.3 The Software Services. The software services to be rendered
by LCC to PBMS pursuant to this Agreement shall consist of the following:

2.3.1 Database Services.

(a) Description of Database Services. LCC shall
(subject, in all cases, to the availability of suitable data that is in a
software media and in a format compatible with that used by LCC) provide the
database services listed below with respect to each Market in the PBMS PCS
System.

(i) Convert and set up terrain databases for each
Market. Each such terrain database shall (A) be based on seven and one half
minute (7.5) digital elevation model data, where such USGS data is available,
which shall have a final resolution of three (3) arc seconds, and (B) be
provided to PBMS by LCC for a fee equal to [ ] per 7.5 minute quadrangle.
Where such USGS data is not available, LCC shall provide photogrammetric
terrain data relating to the Market, such photogrammetric data to: (A) have
final resolution of three (3) arc seconds and (B) be provided to PBMS by LCC
for a fee equal to [ ] per Quad for the first through 49th Quads, whenever
ordered under this Agreement, [ ] per Quad for the 50th through 99th Quad,
whenever ordered, [ ] per Quad for the 100th through 149th Quad, whenever
ordered, and [ ] per Quad for the 150th Quad and each ordered thereafter,
whenever ordered. LCC shall provide PBMS a map which clearly shows each Quad
for which terrain data is based, whole or in part, upon such photogrammetric
data. LCC shall convert and set up such additional photogrammetric terrain
data with respect to each Market as PBMS shall request, such photogrammetric
terrain data to be provided on such terms as the parties shall mutually agree
upon.

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<PAGE> 11

(ii) Convert and set up demographic databases for
each Market. Each such database shall: (A) consist of one (1) degree by one
(1) degree blocks; (B) be based on data provided by CACI (which data is derived
from the United States 1990 census data, plus updates); (C) contain five (5)
categories (population, employment, number of households, traffic, and average
income); and (D) be provided to PBMS by LCC for a fee equal to [ ] per
block. In the event PBMS requests demographic databases covering additional
categories, such databases shall be provided (A) subject to the availability of
suitable data and (B) at the hourly Database Service fees set forth in Exhibit
C attached hereto, plus reimbursement of [ ] of all Expenses incurred by LCC
in rendering such services.

(iii) Convert and set up highway databases for each
Market. Each such highway database shall: (A) be based on USGS digital line
graph data on a 1:100,000 scale; (B) be provided subject to the availability of
suitable highway data; (C) contain four (4) categories (interstate highways,
state highways, roads and streets and waterways); and (D) be provided to PBMS
by LCC for a fee equal to [ ] per 15 by 30 minute block.

(iv) Convert and set up political boundary
databases for each Market. Each such boundary database shall: (A) contain
four (4) categories (MTAs, BTAs, counties and MSAs/RSAs), (B) be provided
subject to the availability of suitable boundary data, and (C) be provided to
PBMS by LCC for a fee equal to [ ] per MTA or BTA.

(v) Convert and set up FAA/FCC/tower databases
for each Market. Each such tower database shall: (A) be provided subject to
the availability of suitable data; (B) based on data from the FCC and FAA; (C)
be updated from time to time, and (D) be provided to PBMS by LCC for a fee
equal to [ ] per Market.

(vi) Convert and set up LCC's existing standard
antenna database for the CellCAD Software. LCC offers to provide data not
included in LCC's standard antenna databases for antennas that PBMS intends to
include in the PBMS PCS System: (A) subject to the availability of suitable
data and (B) for Service rendered seven (7) months after the date of this
Agreement, at the hourly Database Service fees set forth in Exhibit C attached
hereto, plus (C) for services whenever rendered reimbursement of [ ] of all
Expenses incurred by LCC in rendering such services.

(vii) Convert and set up such additional databases
as LCC and PBMS shall mutually agree upon. Such services shall be provided to
PBMS by LCC for a fee and on terms and conditions to be mutually agreed upon by
the parties.

(b) Use by PBMS. All databases converted and set up by
LCC pursuant to Section 2.3.1(a) hereof shall be made available to PBMS for use
in connection with the Software. Notwithstanding anything herein to the
contrary, PBMS shall not sell, lease, transfer, or otherwise dispose of any
such databases to

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<PAGE> 12
any third party without LCC's prior written consent, which shall not be
withheld unless if such sale, lease, transfer, or disposal would violate a
license restriction imposed by a supplier of information, other than LCC or an
affiliate of LCC.

(c) Schedule. LCC shall complete the databases specified
in Section 2.3.1(a) hereof in accordance with the time schedule set forth in
the Statement of Work, on a Project Office by Project Office basis, as such
schedule shall be modified in writing by mutual agreement of the parties from
time to time.

(d) Disclaimer. LCC shall not be responsible for, and
does not warrant, the quality, accuracy and/or completeness of the data in any
database to the extent such data is supplied by, or obtained from, PBMS or any
third party or any other source outside of LCC's control, provided however that
LCC shall use its best efforts to correct any defects in quality, accuracy, or
completeness coming to the attention of LCC prior to delivery to PBMS and LCC
shall inform PBMS of all such defects whenever coming to the attention of LCC.

2.3.2 Software Installation and Training. For each
Installation Site, LCC agrees to: (i) install the Software; and (ii) provide,
at PBMS' request, up to two (2) days of training on the use of the Software to
up to three (3) PBMS employees. All installation and training provided under
this Section 2.3.2(a) shall: (i) take place at such times as are mutually
agreed upon by LCC and PBMS and (ii) be provided for the compensation set forth
in Exhibit F attached hereto, plus reimbursement of [ ] of all Expenses
incurred by LCC in rendering such installation and training services.

2.3.3 Telephone and Facsimile Consultation. For so long as
PBMS continues to pay the Software support and maintenance fees set forth in
Exhibit D attached hereto, LCC shall make available customer service
representatives trained on the use of the Software to answer, at no additional
charge to PBMS, reasonable, limited telephone and/or facsimile inquiries from
PBMS concerning its use, operation and maintenance of the Software between the
hours of 7:00 a.m. and 7:00 p.m. Eastern time, on LCC's normal business days.
In addition, LCC shall provide PBMS with a designated pager number so that a
representative can be contacted outside LCC's normal business hours in
emergency situations.

2.4 Proprietary Rights. LCC shall retain all right, title and
interest in and to any and all Software, methodologies, algorithms, ideas,
concepts or Documentation used, developed or created by LCC in the performance
of the Services hereunder. PBMS shall take exclusive title to all work product
developed by LCC and its employees, agents or contractors in the performance of
engineering services under this Agreement including but not limited to search
rings, design plots, capacity analyses, frequency plans, drive test data and
reports. LCC shall take all reasonable steps to ensure that its employees,
agents or contractors sign such documents and enter into such agreements as are
necessary to perfect PBMS'

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<PAGE> 13
title taken hereunder. In addition, LCC shall (i) retain a copy of the source
data obtained from the USGS to set up terrain databases pursuant to Section
2.3.l(a)(i), and (ii) provide the foregoing copy to PBMS, upon request from
PBMS, at no additional charge other than reimbursement of any Expenses incurred
by LCC in creating, maintaining and delivering the same in accordance with this
provision.

3. SOFTWARE LICENSE/TERMS OF USE.

3.1 License. LCC hereby grants to PBMS, and PBMS hereby accepts
from LCC, a non-exclusive, non-transferable and restricted right and license to
use, for an initial term of three (3) years and seven (7) months and annually
renewable thereafter, the Software and the Documentation in accordance with the
terms of this Agreement. The license granted pursuant to this Agreement is
subject to the reservation in LCC of all right, title and interest in and to
the Software and of the right to use or license the Software. This license may
be Terminated by PBMS, during the initial term, as provided in Section 10.2
("Termination").

3.2 Terms and Restrictions. PBMS agrees to the following terms
and restrictions on its use of the Software and the Documentation:

(a) The Software and the Documentation shall be used: (i)
solely at the PBMS Installation Sites by PBMS, its employees and authorized
contractors (subject to the restrictions set forth below) and (ii) solely for
the purpose of-supporting the operation of PBMS PCS System. PBMS' authorized
contractors shall not be permitted to use the Software, and PBMS will not
disclose the Software or Documentation to its authorized contractors, until and
unless such authorized contractor has first agreed, in writing, (i) to protect
the confidentiality of LCC's proprietary information under terms and conditions
no less restrictive than the provisions of Section 8 hereof, and (ii) to abide
by same terms, restrictions, and conditions that apply to PBMS' use of the
Software. In no event will PBMS allow use of the Software by, or disclose the
Software or Documentation to (i) any contractor that competes with LCC in the
business of developing or licensing software of similar functionality, or (ii)
any vendor of network infrastructure equipment. In no event shall the Software
or the Documentation be used by PBMS for the purpose of processing data for or
otherwise supporting any wireless communications system other than the PBMS PCS
System or which is operated by any person other than PBMS. PBMS agrees to
operate the Software only as prescribed in the Documentation.

(b) The Software and the Documentation may be copied, in
whole or in part, only to the extent required by PBMS to use the Software
and/or the Documentation in accordance with the rights granted hereunder and
for back-up or archival purposes.

(c) PBMS shall include all copyright and other
proprietary rights notices included on the Software or the Documentation and
all copies of the

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<PAGE> 14
Software or Documentation prepared by or for PBMS. In no event shall PBMS
delete, remove, erase, obliterate or otherwise deface any form of marking
appearing on or contained in the Software or any part thereof or any media in
which the Software is embodied which is a notice relating to ownership rights
in or to the Software. PBMS shall affix notice of intellectual property rights
to all copies of the Software made pursuant to this Agreement.

(d) PBMS agrees that it shall not: (i) reverse engineer,
disassemble, decompile, interrogate or decode the Software or any data files
created by or associated with the Software, (ii) derive source code,
methodologies or proprietary algorithms from the Software; or (iii) modify the
Software or otherwise create any derivative work from the Software, (iv) assert
the invalidity or contest the ownership by LCC of the Software, either as a
complete or partial defense to any claim made by LCC or any third party, or (v)
take any action which may prejudice the validity of LCC's right, title and
interest in and to the Software.

(e) PBMS agrees and acknowledges that at all times: (i)
PBMS will treat the Software and the Documentation as unpublished, licensed
works which contain trade secrets of LCC and (ii) PBMS will treat all property
in the Software and the media upon which it is embodied and all intellectual
property rights (including copyright) subsisting in or relating to the Software
as the exclusive property of LCC, such that PBMS' right to use the Software is
limited to and arises only out of the licenses granted pursuant to this
Agreement and is subject to the superior rights of LCC. PBMS will not contest
LCC's claims to intellectual property rights, as described in clause (ii); or
assist any third party in challenging such claims.

(f) PBMS agrees that it shall not, at any time during or
after the term of this Agreement, sell, assign, lease, sub license or otherwise
transfer the Software or the Documentation.

3.3 Interoperability Acknowledgment. PBMS acknowledges: (i) that
LCC has agreed to make available to PBMS such information as is reasonably
necessary to achieve interoperability of the Software with other PBMS systems
and (ii) that no exception to the foregoing license terms and restrictions
shall apply for the purpose of PBMS' development of interoperable software.

3.4 Enhancements.

3.4.1 Standard Enhancements. For so long as PBMS continues
to pay the Software support and maintenance fees set forth in Exhibit D
attached hereto, LCC shall: (i) furnish all Standard Enhancements to PBMS at
no additional charge and (ii) itself use all Standard Enhancements in
connection with its performance of the Services. LCC shall furnish AFPlanner,
SitePlanner and MicroCell Model to PBMS concurrently with the Installation of
the CellCAD Software at any PBMS Installation Site. LCC shall furnish all
other Standard Enhancements to PBMS as

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<PAGE> 15
they are commercially released by LCC (at which time they shall become part of
the Software for all purposes of this Agreement).

3.4.2 Optional Enhancements. Optional Enhancements shall
be made available to PBMS for such additional fees and/or charges, and upon
such other terms, as may be mutually agreed upon by the parties. The mutually
agreed terms upon which such additional Optional Enhancements shall be made
available to PBMS shall be reflected in an amendment to this Agreement. Upon
the execution of any such amendment, the Optional Enhancement covered thereby
shall become a part of the Software for all purposes of this Agreement, as so
amended.

3.5 Return of Software. Immediately following any Termination,
Cancellation or expiration of the Software license, PBMS shall: (i) return the
Software, the Documentation and all materials relating thereto (including all
copies thereof) and (ii) certify in writing to LCC that all such data,
materials and copies have been returned to LCC.

3.6 Software Ownership. The license granted pursuant to this
Section 3 does not constitute a transfer or sale of LCC's ownership rights in
or to the Software or the Documentation. All right, title and interest in and
to the Software and the Documentation (including any copies or subsequent
versions thereof) shall remain the exclusive property of LCC, subject to the
rights expressly granted to PBMS hereunder. Except as specifically set forth
herein, LCC shall be the sole owner of any and all inventions, discoveries,
improvements, updates and enhancements relating to the Software or the
Documentation (whether in written or unwritten form) which are made, developed,
conceived of or reduced to practice by LCC. LCC shall retain the exclusive
right to reproduce, publish, patent, copyright, sell, license and otherwise
make use of: (i) the Software; (ii) the Documentation; and (iii) any and all
inventions, discoveries, improvements, updates and enhancements relating to the
Software or the Documentation which are made, developed, conceived of or first
reduced to practice by LCC. Nothing herein shall be construed as conveying to
PBMS any right or interest in or to any of the Trademarks.

3.7 Assistance. PBMS agrees to notify LCC immediately of any
known or suspected infringement, unauthorized possession or misuse of any
Software, Documentation, data and/or information supplied by LCC hereunder.
LCC, in the exercise of its sole discretion and at its expense, may institute
lawsuits or other actions to prevent or terminate any such infringement,
unauthorized possession or misuse. Upon LCC's request, PBMS shall render all
reasonable assistance in the prosecution and/or settlement of any such lawsuit
or action. Any recovery in any such lawsuit or other action shall belong
solely to LCC.

3.8 [

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<PAGE> 16

]

3.9 LCC's Bankruptcy. In the event that during the term of this
Agreement LCC: (i) becomes insolvent; (ii) makes an assignment for the benefit
of creditors; (iii) files a voluntary bankruptcy petition; (iv) acquiesces to
any involuntary bankruptcy petition; (v) is adjudicated bankrupt; or (vi)
ceases to do business, then PBMS shall (irrespective of whether or not the
trustee in bankruptcy shall have rejected this Agreement as an executory
contract pursuant to Section 365 of the United States Bankruptcy Code) have the
right to request delivery of, and LCC or the trustee in bankruptcy shall
deliver to PBMS, the source code for the Software. Any such request shall be
delivered in writing. PBMS shall have the right to use, copy, modify, enhance,
compile and prepare derivative works based on all or any portion of the
Software delivered to or obtained by PBMS pursuant to this Section 3.9;
provided, however, that PBMS shall be entitled to take any such action only in
accordance with its continued exercise of the license rights granted hereunder.

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<PAGE> 17
4. HARDWARE AND THIRD PARTY SOFTWARE.

4.1 Lease or Purchase of LCC Products by PBMS. During the term of
this Agreement, PBMS hereby agrees to lease or purchase from LCC, and LCC
hereby agrees to lease or sell to PBMS, those LCC Products (as described in
Exhibit H attached hereto) that LCC may require in order to perform the
Services, at the prices, in the quantities, and on or before the occurrences
described in Exhibit H attached hereto. LCC shall have the right from time to
time to increase the price for any LCC Product described in Exhibit H by a
percentage equal to any percentage increase in LCC's standard United States
list price for such LCC Product during the term of this Agreement. Provision
by LCC to PBMS of the LCC Products shall be: (i) subject to availability; (ii)
leased or purchased for use in connection with the Services, and not purchased
with a view toward resale and/or distribution; and (iii) if not leased, then
sold under LCC's Standard Terms and Conditions of Sale, the Software license
provisions of which shall govern PBMS' use of any related software. The terms
of any lease hereunder shall be governed by Exhibit H-1.

4.2 Third Party Hardware and Software Products.

4.2.1 Purchase of Third Party Products by PBMS. PBMS
acknowledges and agrees that the Software has been designed to operate in
conjunction with certain designated third party hardware and software products,
as described in Exhibit I attached hereto ("Third Party Products"). PBMS may
purchase from LCC, and LCC agrees to sell to PBMS, during the term of this
Agreement, all Third Party Products that (i) PBMS may from time to time
purchase in connection with its use of the Software, and (ii) LCC shall from
time to time require in connection with its performance of the Services.
Provision by LCC to PBMS of the Third Party Products, if any, shall be: (i)
subject to availability; (ii) purchased for use in connection with the Services
and not with a view toward resale and/or distribution; and (iii) made pursuant
to LCC's Standard Terms and Conditions of Sale. PBMS hereby agrees to purchase
from LCC, and LCC (as an authorized distributor) hereby agrees to license to
PBMS, at LCC's then-current list price for the same, one copy of the TGS
Figaro+ software identified in Exhibit I attached hereto per engineering
workstation deployed by PBMS is connection with the Services.

4.2.2 Third Party Software Products. PBMS agrees-and
acknowledges that: (i) the -Software contains and/or will be used in connection
with certain Third Party Products consisting of Software programs, data base
programs, data files, proprietary algorithms, libraries, graphical user
interface modules, and similar software products distributed by LCC in
connection with the Software, (ii) the provisions of Section 3.2 shall apply to
the use of such Third Party Products provided by LCC under this Agreement, and
(iii) the warranties and limits of liability offered by the relevant licensor
to LCC shall be passed through to, and

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<PAGE> 18
applicable to the use of all such Third Party Products as if fully set forth in
this Agreement.

4.3 Third Party Maintenance and Support Programs. During the term
of this Agreement, PBMS shall, at its own cost, purchase and maintain in effect
the Third Party Maintenance and Support Programs set forth in Exhibit J
attached hereto with respect to all Third Party Products purchased by PBMS
during the term of this Agreement.

4.4 Radio Frequency Energy Standards. Should any LCC Product
generate harmful interference to radio communications, LCC shall provide to
PBMS information relating to methods of suppressing such interference. In the
event such interference cannot reasonably be suppressed, PBMS shall be entitled
to the remedies set forth in section 7.1.3 entitled "LCC Product Warranties".

5. FEES AND EXPENSES.

5.1 Service Fees. In consideration of LCC's performance of the
Services, PBMS to pay LCC the amounts set forth in this Section 5.1.

(a) Engineering Service Fees. In consideration of LCC's
performance of engineering services pursuant to Section 2.2 hereof, PBMS agrees
to pay LCC the hourly Engineering Service fees set forth in Exhibit G attached
hereto, plus reimbursement of 102% of all Expenses incurred by LCC in rendering
such services.

(b) Software Service Fees. In consideration of LCC's
performance of the Software services pursuant to Section 2.3 hereof, PBMS
agrees to pay LCC the amounts set forth in Section 2.3 and Exhibit F.

5.2 Software License and Usage Fees. In consideration of: (i)
LCC's grant of the Software license to PBMS and (ii) LCC's use of the Software
in connection with its provision of the Services, PBMS agrees to pay LCC the
Software license and usage fees set forth below.

(a) CellCAD Software. PBMS agrees to pay to LCC a
monthly CellCAD Software license and usage fee with respect to all Use Markets
pursuant to the provisions of Exhibit E attached hereto.

(b) Software Support and Maintenance Fees. In
consideration of LCC's continued support of the CellCAD Software, and ongoing
development of Standard Enhancements, PBMS shall pay to LCC the monthly
Software support and maintenance fees described in Exhibit D attached hereto
with respect to all Use Markets.

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<PAGE> 19

(c) Definition. For purposes of this Agreement, a Market
shall become a "Use Market" on the earlier to occur of: (i) the first use of
the Software in connection with or for such Market; or (ii) the date on which
PBMS obtains, by award of the Federal Communications Commission, a License with
respect to the MTA or BTA in which such Market is located.

5.3 Increase in Fees. LCC shall have the right to increase the
Software fees, service fees and other charges set forth in this Agreement on
November 15, 1995, and on each November 15 thereafter during the term of this
Agreement as follows:

(a) except as set forth in subsection (b) below, LCC
shall have the right to increase such fees and charges by up to [
] per year during the term hereof;

(b) LCC shall have the right to increase the engineering
service fees set forth in Exhibit G attached hereto up to the lesser of (i) [
] per year, or (ii) the percentage determined in accordance with the
following formula:

NR = [ ]

where: (1) NR is the new rate, (2) CR is the then-current rate, and
(3) ASIP is the percentage increase in the weighted average salary level for
radio frequency engineers, at varied levels of experience, paid by LCC.

5.4 Expenses. PBMS agrees to reimburse LCC for [ ] of all
Expenses incurred by LCC in the performance of the Services.

5.5 Payment Terms. LCC shall invoice PBMS on a monthly basis for
all Services performed in accordance with this Agreement, all Expenses incurred
in accordance with this Agreement, and all LCC Products delivered in accordance
with this Agreement. Software usage and license fees will be billed and paid
in advance, and service fees will be billed and paid in arrears. All amounts
shall be due and payable within thirty (30) days following PBMS' receipt of
each invoice, which shall set forth with respect to engineering services a
description and/or identification of: (a) the services performed, (b) the
individuals (and applicable hourly rate for the same) who performed such
services, and (c) the number of hours spent by each individual in performing
such services. Except as otherwise provided in this agreement, all past due
payment shall bear interest until paid in full at the rate of one percent
(1.0%) per month or the highest rate allowed by applicable law, whichever is
lower. Should LCC prevail in an action against PBMS to collect any payments
due, PBMS agrees to pay all costs of collection, together with interest due and
reasonable attorneys' fees. In the event PBMS has a good faith dispute with
any invoice delivered under this Agreement, and promptly provides LCC with
written notice setting forth the full particulars relating to such dispute,
PBMS may withhold payment only of the disputed amount(s), provided, that: (i)
the parties

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<PAGE> 20
shall use their best efforts to resolve the dispute within thirty (30) days
after PBMS' receipt of the invoice, or as soon as practicable thereafter, and
(ii) when the dispute is fully and/or partially resolved, all resolved amounts
relating to the dispute(s) matter(s) resolved will be paid within thirty (30)
days after the date of resolution.

5.6 Promotions. The parties acknowledge and agree that LCC may,
without jeopardizing the quality of the PBMS project or the staffing levels and
cash flows set forth in Exhibit G-1 from time to time, promote its employees in
the normal course of business. In the event any LCC employee assigned to
perform services under this Agreement is promoted, the hourly rate charged for
such employee's services shall be adjusted to reflect the hourly rate
applicable to his or her new position.

5.7 Taxes. The service fees and charges set forth in this
Agreement are quoted exclusive of any and all taxes of whatever nature levied
or assessed against this Agreement, any services hereunder or any transaction
related thereto. The amount of all California state and local sales or use
taxes applicable to the sale or use of the services hereunder shall be
separately stated and identified in the invoices. All such taxes shall be paid
by PBMS. LCC agrees to pay, and to hold PBMS harmless against, any penalty,
interest, additional tax or other charge that may be levied or assessed as a
result of the delay or failure of LCC for any reason to pay any tax or file any
return required by applicable laws and regulations to be paid or filed by LCC.

5.8 LCC's Records and Audits. LCC shall maintain accurate
records, including, but not limited to, bills, books, papers and time reporting
documents, insofar as they relate to this Agreement, in accordance with
generally accepted accounting principles uniformly and consistently applied in
a format that will permit audit. All such records shall be retained in good
condition by LCC for a period of four (4) years from the date of final payment
under this Agreement. To the extent that such records may be relevant in
determining whether LCC is complying with its obligations in the performance of
the Services, PBMS and its authorized representatives shall have access to such
records for inspection and audit upon reasonable prior written notice to LCC
and at reasonable times during normal business hours. If requested by PBMS,
LCC shall provide adequate work space on LCC's premises for PBMS' authorized
representatives to review such records and shall provide such records in a
timely manner. If reasonably practicable, LCC shall require any subcontractor
retained by LCC hereunder to maintain records as stated above for LCC and to
permit LCC to have access to such records for inspection and audit at all
reasonable times during normal business hours and LCC shall inspect and audit
such records of the subcontractor upon request of PBMS and as LCC determines
appropriate.

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<PAGE> 21

6. COVENANTS OF THE PARTIES.

6.1 Non-solicitation. During the term of this Agreement and for a
period of one (1) year following the expiration or Termination of this
Agreement, neither party nor any of their respective directors, officers,
agents, subsidiaries, successors or assigns shall, directly, indirectly or in
concert with any other person, solicit the services or employment of any
employee of the other party and/or, with respect to LCC, its Affiliates. This
restriction shall not be deemed to prohibit general advertisements placed in
newspapers of general circulation. If either party (and/or with respect to
LCC, its Affiliates) (the "Engaging Party") engages the employment of a person
who was employed by the other (the "Other Party") in rendering services on the
PBMS PCS Project prior to such engagement, then the Engaging Party shall pay a
finder's fee to the Other Party, in the amount of [
]. Notwithstanding the foregoing, either party may
employ an employee of the other, to whom an offer of employment was outstanding
on the effective date of this Agreement without payment of any finder's fee.

6.2 Minimum Commitment. During the term of this Agreement, PBMS
agrees to engage LCC to provide, and LCC agrees to provide, engineering
services at no less than the minimum monthly level of services set forth in
Exhibit G-1 attached hereto, at the minimum staffing levels during the months
described therein. If during any month, PBMS actually engages LCC to provide
engineering services at a level of services less than the applicable monthly
service level set forth in Exhibit G-1, PBMS shall pay to LCC an amount equal
to the difference between: (i) the engineering services fees actually paid by
PBMS for the relevant month, and (ii) the engineering services fees PBMS should
have paid LCC at the relevant minimum monthly level of services. All such
payments, if any, shall be made in the month the services would have been
billed by LCC.

6.3 Adjustments to the Minimum Commitment. The minimum monthly
level of services set forth in Exhibit G-1 attached hereto (and PBMS' minimum
commitment) shall be, at the option of PBMS, adjusted downward, on a
proportionate basis, only in the event (i) PBMS fails to acquire, by FCC
auction, one or more of the expected Licenses to implement and operate a
wireless personal communications system, or (ii) after obtaining one or more
Licenses, loses one or more of them. The adjustment shall be calculated by
reducing the then-current minimum staffing level under Exhibit G-I to a level
which will enable PBMS to complete the project phases, based on the hours
described in Section 7 of the Statement of Work and the number of cell sites
remaining in those Markets for which PBMS has then obtained and not lost a
License.

7. WARRANTY AND DISCLAIMER.

7.1 LCC's Warranties.

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<PAGE> 22
7.1.1 Service Warranties. LCC warrants that it will render
the Services in a professional manner and in accordance with generally accepted
radio frequency engineering and design practices and standards for the wireless
communications industry. LCC's sole obligation under the foregoing warranty
shall be to remedy, correct and/or cure any condition of non-performance in the
relevant deliverable which arises within a period of one (1) year after the
relevant deliverable and/or work has been delivered to PBMS and/or completed.
The parties agree to make appropriate revisions to the scope of the Services,
and to any agreed time schedule to reflect any changed circumstances which may
arise during the term of this Agreement. Notwithstanding anything herein to
the contrary, LCC shall not have any liability whatsoever for its failure to
fulfill any of its obligations hereunder if such failure is the result of
factors beyond LCC's reasonable control, including, without limitation, the
failure of PBMS or any third party to deliver any required information of a
material nature to LCC.

7.1.2 Software Warranties. Subject to the limitations set
forth below, LCC warrants that the Software will perform substantially in the
manner specified in the Documentation, and the CellCAD Software will function
using the equipment and in the configurations set forth in Exhibit I attached
hereto. LCC's sole and exclusive obligation under the warranty set forth in
the preceding sentence shall be (i) to notify PBMS of any known or discovered
material Defects and (ii) to use reasonable efforts to cure any Defect in the
Software as promptly as possible following receipt of written notice from PBMS
of such Defect. The foregoing warranty shall survive for a period of one (1)
year, and thereafter, for so long as PBMS continues to pay the Software support
and maintenance fee set forth in Section 5.2 (b) hereof. Upon receipt by LCC
of written notice of any Defect, LCC will promptly start planning and
implementing a cure therefor and shall keep PBMS advised of LCC's efforts and
progress to remedy such Defect in accordance with the severity level of the
Defect as follows: (i) if the Defect renders the Software completely unable to
operate and/or use, LCC shall respond with efforts to implement a cure (on
PBMS' premises, if necessary or appropriate) on the next business day; (ii) if
the Defect renders the Software unable to perform a function then required on a
PBMS' project, LCC shall respond within two business days; (iii) if the Defect
renders the Software unable to perform a functionality not then required on the
PBMS project, LCC shall respond with 2 weeks. Cure of a defect shall include,
without limitation, modification of the Software and changes and updates of
Documentation page(s). It is expressly understood and agreed that LCC shall
have no obligation whatsoever under this Section 7.1.2: (i) if the Software is
not operated in accordance with LCC's instructions and on the equipment and in
the configurations set forth in Exhibit I; (ii) if all terrain and/or other
databases used in conjunction with the Software have not been converted and set
up by LCC; or (iii) if the Software has been modified or used in an
unauthorized manner by PBMS or any third party.

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<PAGE> 23

7.1.3 LCC Product Warranties. LCC warrants that, for a
period of one-hundred and twenty (120) days following the date of delivery, the
LCC Products shall (i) be free from defects in materials and workmanship, and
(ii) perform substantially in the manner specified in the relevant product
Documentation provided to PBMS by LCC. In the event any LCC Product is found
to be defective within the warranty period, LCC's sole obligation, and PBMS's
sole remedy, shall be, at LCC's option, to repair or replace such defective LCC
Product at LCC's facilities or failing repair or replacement to refund the
purchase price. Such remedy shall be available only if, within the applicable
warranty period: (i) PBMS contacts LCC to obtain a repair authorization number
prior to returning the defective LCC Product to LCC and (ii) PBMS provides a
written description of the full particulars of the claimed defect to LCC. LCC
reserves the right to inspect all allegedly defective LCC Products. All
defective LCC Products returned to LCC shall be packed in the original shipping
carton or a suitable substitute. Notwithstanding anything herein to the
contrary, it is expressly understood and agreed that LCC shall have no
obligation to repair or place LCC Products: (i) altered or repaired by PBMS or
any third party, unless such alteration or repair is performed with LCC's prior
written approval and in accordance with LCC's authorized procedures; (ii)
failing due to misuse, improper maintenance, improper operating environment,
carelessness, negligence or accident; (iii) failing due to damage by excessive
current; (iv) failing due to damage occurring after shipment thereof to PBMS;
or (v) where the serial numbers, or any parts of which, have been altered,
defaced or removed.

7.2 DISCLAIMER. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND LCC
EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES AND/OR CONDITIONS, EXPRESS OR
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMED TO ANY IMPLIED
WARRANTY OF MERCHANT ABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE, IMPLIED WARRANTY OF NON-INFRINGEMENT AND IMPLIED WARRANTY ARISING OUT
OF THE COURSE OF DEALING, CUSTOM OR USAGE OF TRADE. LCC MAKES NO WARRANTY
WHATSOEVER WITH RESPECT TO ANY HARDWARE, SOFTWARE TO OTHER ITEMS NOT OF LCC's
MANUFACTURE (INCLUDING, WITHOUT LIMITATION, THE THIRD PARTY PRODUCTS); AS TO
SUCH ITEMS, LCC SHALL ONLY PASS ALONG TO PBMS THE MANUFACTURER'S WARRANTY,
WITHOUT RECOURSE. UNDER NO CIRCUMSTANCES SHALL LCC BE RESPONSIBLE OR HAVE ANY
LIABILITY FOR ANY DECISION NOT RECOMMENDED BY LCC BUT MADE BY PBMS OR ANY THIRD
PARTY CONCERNING THE DESIGN OF THE PBMS PCS NETWORK. THE WARRANTIES SET FORTH
ABOVE ARE THE ONLY WARRANTIES MADE BY LCC AND WILL NOT BE ENLARGED OR
DIMINISHED WITHOUT LCC's CONSENT IN WRITING.

7.3 LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO CLAIMS
ARISING UNDER SECTIONS 3.2,6.2, 8 AND 9 HEREOF IN NO EVENT WILL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR LOSS OF

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<PAGE> 24
PROFITS, BUSINESS, USE OR DATA OR SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND OR FOR ANY REASON, INCLUDING, WITHOUT
LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT,
WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO
LIMIT THE POTENTIAL LIABILITY OF EACH PARTY ARISING OUT OF THIS AGREEMENT.
EXCEPT WITH RESPECT TO CLAIMS ARISING UNDER SECTIONS 8 OR 9 HEREOF IN NO EVENT
SHALL LCC's LIABILITY TO PBMS WITH RESPECT TO ANY CLAIM OR DISPUTE EXCEED, IN
THE AGGREGATE, THE TOTAL AMOUNT OF SERVICE FEES AND SOFTWARE LICENSE AND USAGE
FEES ACTUALLY PAID BY PBMS TO LCC DURING THE ONE MONTH PERIOD PRIOR TO THE DATE
ON WHICH SUCH CLAIM OR DISPUTE AROSE HEREUNDER PLUS ANY ATTORNEYS' FEES
PROVIDED IN SECTION 12.9 OF THIS AGREEMENT.

8. NON-DISCLOSURE AND CONFIDENTIALITY.

8.1 Nondisclosure of Proprietary Information. In the event either
party hereto (the "Receiving Party") obtains from the other party hereto (the
"Disclosing Party") any information in whatever form which is confidential or
proprietary ("Proprietary Information") the Receiving Party: (i) shall treat
all such Proprietary Information as Confidential; (ii) shall use such
Proprietary Information only for the purposes contemplated in this Agreement;
(iii) shall protect such Proprietary Information, whether in storage or in use,
with the same degree of care as the Receiving Party uses to protect its own
proprietary information against public disclosure, but in no case with less
than reasonable care and (iv) shall not disclose such Proprietary Information
to any third party except to such employees of the Receiving Party who need to
know such Proprietary Information for the purpose of effectuating this
Agreement and who have been informed of the confidential nature of such
Proprietary Information. LCC shall obtain and deliver to PBMS a signed
non-disclosure statement, in the form attached as Exhibit M, from each LCC
employee, agent or contractor assigned to Work on the PBMS PCS Project.

8.2 Exclusions. The provisions of this Section 8 shall not apply
to any Proprietary Information which: (i) was in the public domain on the date
hereof or comes into the public domain other than through the fault or
negligence of the Receiving Party; (ii) was lawfully obtained by the Receiving
Party from a third party without breach of this Agreement and otherwise not in
violation of the Disclosing Party's rights; (iii) was known to the Receiving
Party at the time of disclosure as shown by the Receiving Party's records in
existence at the time of disclosure; (iv) was independently developed by the
Receiving Party without making use of any Proprietary Information of the
Disclosing Party; or (v) is required to be disclosed pursuant to the order of
any court or governmental agency.

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<PAGE> 25

8.3 Return. Upon the expiration or Termination of this Agreement,
and in any event upon the Disclosing Party's request at any time, each party
shall (i) return to the other party, or destroy in a manner acceptable to the
other party, all documents (including any copies thereof) embodying the other
party's Proprietary Information and (ii) certify in writing to the other party,
within ten (10) days following the other party's request, that all such
Proprietary Information has been returned or destroyed.

8.4 Injunctive Relief. LCC and PBMS acknowledge that the extent
of damages in the event of the breach of any provision of Section 8.1 or 8.3
would be difficult or impossible to ascertain, and that there will be available
no adequate remedy at law in the event of any such breach. Each party
therefore agrees that in the event it breaches any provision of Section 8.1 or
8.3, the other party will be entitled to injunctive or other equitable relief,
in addition to any other relief to which it may be entitled.

8.5 Publicity. No party hereto shall make any disclosure to any
third party regarding the existence or terms of this Agreement without the
prior written consent of the other party hereto.

8.6 Survival. The provisions of this Section 8 shall survive the
expiration or Termination of this Agreement.

9. INDEMNIFICATION.

9.1 Infringement. Subject to the exclusions stated in Section
7.3, LCC agrees to indemnify PBMS and its Affiliates and to hold PBMS and its
Affiliates harmless from and against any and all liabilities, damages, costs
and expenses (including reasonable attorneys' fees) incurred by PBMS as a
result of any infringement or alleged infringement of any United States patent,
mask work or copyright of a third party in consequence of PBMS' use or
possession of the Software in accordance with the provisions of this Agreement.
PBMS agrees that LCC shall, at its option, be relieved of the foregoing
obligations unless: (i) PBMS notifies LCC promptly in writing of any alleged
infringement of which PBMS becomes aware; (ii) PBMS gives LCC sole authority to
control fully, at LCC's expense, the defense and/or settlement of any
infringement claim; and (iii) PBMS furnishes all reasonable assistance and
provides all appropriate documentation requested by LCC. If LCC determines
that the Software or LCC's provision of the Services infringes, or is likely to
infringe, any United States patent, mask work, copyright trademark or other
proprietary right of any third party, then LCC shall have the option, within a
reasonable time, either to: (i) obtain, at LCC's expense, the right to continue
using the infringing item or (ii) replace or modify the infringing item so that
it becomes non-infringing, or (iii) in the event LCC determines neither of the
options set forth in (i) and (ii) above are commercially reasonable, terminate
the license granted with respect to the infringing product and reimburse PBMS
for any

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<PAGE> 26
software or other intellectual property license fees paid with respect to such
product during the period in which PBMS was prohibited from using the same as a
result of such infringement. Notwithstanding the foregoing, LCC shall have no
obligation to indemnify PBMS pursuant to this Section 9.1 with respect to any
infringement or alleged infringement resulting from any modification to the
Software made by PBMS or any third party or any unauthorized use of the
Software by PBMS or any third party.

9.2 Damage to Persons and Property. Subject to the exclusions
stated in Section 7.3, LCC agrees to indemnify PBMS and its Affiliates and hold
PBMS and its Affiliates harmless from and against any and all liabilities,
damages, costs and expenses (including reasonable attorney's fees) incurred by
PBMS and resulting from any bodily injury to person(s) (including death) or
damage to property caused by LCC, its employees, agents or representatives.
PBMS agrees that LCC shall, at its option, be relieved of the foregoing
obligations unless: (i) PBMS notifies LCC promptly in writing of any
claim under this Section 9.2; (ii) PBMS gives LCC sole authority to control
fully, at LCC's expense, the defense and/or settlement of any claim; and (iii)
PBMS furnishes all reasonable assistance and all appropriate documentation
requested by LCC. The foregoing indemnity shall not apply to the extent of any
claim and/or damage based on the negligence, errors, omissions or acts of PBMS,
its employees, agents or representatives, or any third party.

10. TERM, TERMINATION AND CANCELLATION

10.1 Term. This Agreement shall commence on the date first set
forth above and shall continue in full force and effect until June 15, 1998,
and shall thereafter be automatically renewed for additional and successive
terms of one (1) year commencing on June 15th of each year, unless sooner
Terminated as provided in Section 10.2 or Canceled as provided in 10.3.

10.2 Termination. This Agreement may be Terminated as follows:

10.2.1 By PBMS, on sixty (60) days advance written notice to LCC, in
the event (i) PBMS fails to obtain, by FCC auction, any License to implement
and operate a wireless personal communications system, or (ii) if after having
obtained one or more Licenses, loses all of them. In the event of such
Termination, PBMS shall be obligated to pay to LCC Termination charges in an
amount equal to (i) all unpaid fees and charges (including [ ] of all
Expenses) owing under the terms of this Agreement as of the date of LCC's
receipt of such notice, plus (ii) [ ] of any Expenses incurred by LCC in
winding-down the services (e.g., termination of equipment rentals), plus (iii)
the purchase price incurred by LCC for any databases ordered specifically for
PBMS but not delivered to PBMS as of the date of LCC's receipt of such notice.
In addition, PBMS shall continue to be obligated to pay LCC for (i) engineering
service fees, with respect to any LCC's employee then assigned by LCC to the
PBMS project, at the applicable minimum monthly staffing level (as set forth in
Exhibit G-1 attached hereto) for each such employee, plus (ii) 102% of all
Expenses incurred by LCC with respect to such employee(s), with such fees and
Expenses to be paid until such time as the employee is assigned by LCC to
perform RF engineering services for another LCC client or until the expiration
of the sixty (60) day notice period, whichever occurs first. This Section
10.2.1 states the entire obligation and liability of PBMS for Termination under
this Section 10.2.1, and LCC shall, and hereby does, waive all other claims for
Termination charges under this Section 10.2.1

10.2.2 By PBMS or LCC, immediately upon written notice of Termination
to the other party, in the event the other party shall: (i) become insolvent;
(ii) make an assignment for the benefit of creditors; (iii) file a voluntary
bankruptcy petition; (iv) acquiesce to any involuntary bankruptcy petition; (v)
be adjudicated bankrupt; or (vi) cease to do business;

10.2.3 By PBMS or LCC at the conclusion of the initial term or any
annual renewal thereafter, in the event such party gives at least sixty (60)
days prior written notice of its desire not to renew this Agreement; or

10.2.4 By an executed written agreement between PBMS and LCC.

10.3 Cancellation. This Agreement may be Canceled by either Party
in the event of a material breach by the other Party, but only if such breach
has not been cured within 30 days after the defaulting party receives written
notice of such material breach from the non-defaulting party. Any dispute
concerning the application of this section shall be resolved in accordance with
Section 12.27 hereof.

11. WRITTEN ASSURANCE REGARDING RE EXPORT.

11.1 Export Control Compliance. PBMS agrees to comply with all
United States export control laws and regulations which are applicable to any
technical data that PBMS may receive hereunder. PBMS agrees that it shall not
re export, directly or indirectly, all or any portion of the technical data
that it may receive hereunder, except as permitted by the United States export
control laws and regulations. PBMS' obligations under this Section 11 shall
survive any Termination or expiration of this Agreement.

12. GENERAL.

12.1 Assignment Restrictions. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns. Notwithstanding the generality of the foregoing, neither party
shall be entitled to assign or transfer any or all of its rights or obligations
hereunder without the prior written consent of the other party, which shall not
be unreasonably withheld, unless such assignment and/or transfer is to any
Affiliate of the assigning and/or transferring party.

12.2 Relationship. The relationship between the parties to this
Agreement is and shall be that of independent contractors. It is expressly
agreed that nothing in this Agreement shall be construed to create or imply a
partnership, joint venture, agency relationship or contract of employment.
Neither party shall have the authority to make any statement representation or
commitment of any kind, or to take any action, that shall be binding on the
other party, except as authorized in writing by the party to be bound. LCC
agrees that it will be solely responsible for

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<PAGE> 27

all matters relating to payment of LCC's employees, including, without
limitation, compliance with all applicable workers' compensation laws,
unemployment compensation, social security laws, withholding and all other
federal, state and local laws and regulations governing such matters.

12.3 Force Majeure. The obligations hereunder of each party shall
be suspended while and to the extent that such party is prevented from
complying herewith in whole or in part by any event beyond the reasonable
control of such party, which for purposes of this Agreement shall include,
without limitation, acts of God, earthquakes, unavoidable accidents, laws,
rules, regulations or orders of government authorities, acts of war (declared
or not), hostilities, blockades, civil disturbances, embargoes, strikes or any
other similar event or cause. If any event described in the preceding sentence
should result in the suspension of either party's performance of its
obligations hereunder, such party shall give written notice of such suspension
to the other party, specifying in reasonable detail the nature of the event
causing such suspension.

12.4 Binding Effect; Amendment. This Agreement (together with the
Exhibits thereto) constitutes the entire agreement between LCC and PBMS
regarding the subject matter hereof. All prior or contemporaneous agreements,
proposals (including the Proposal), understandings and communications between
LCC and PBMS regarding the subject matter hereof, whether oral or written, are
superseded by and merged into this Agreement. In the event of any
inconsistency between the terms of this Agreement and the terms set forth in
any Letter of Authorization hereto, the terms of the Letter of Authorization
shall control and govern. Neither this Agreement nor any Letter of
Authorization hereto may be modified or amended except by a written instrument
executed by both LCC and PBMS.

12.5 Severability. In the event any one or more of the provisions
contained in this Agreement shall finally be determined by a competent court or
tribunal to be invalid, illegal or unenforceable in any respect, such provision
shall be deemed severed from this Agreement, but the remaining provisions of
this Agreement shall be enforceable to the maximum extent possible, and in
substitution 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 under law.

12.6 Notices. All notices, consents and other communications
hereunder shall be provided in writing and shall be delivered personally, by
registered or certified airmail letter (return receipt requested), by courier
or by facsimile or similar method of communication, to the parties at the
following addresses (or such other address as may have been furnished by or on
behalf of such party by like notice):

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<PAGE> 28
If to LCC:
LCC, L.L.C.
2300 Clarendon Boulevard
Suite 800
Arlington, VA 22201, USA
Telefax: (703) 516-4950
Attention: President
With a copy to: General Counsel

If to PBMS:

Pacific Bell Mobile Services
4420 Rosewood Drive, Bldg. 2, 4th Floor Pleasanton,
California 94588
Telefax: 510-227-0005
Attention: Taher Farkhondeh

All communications hereunder shall be deemed effectively served upon
receipt.

12.7 Waiver. No waiver by either party of a breach of any term,
provision or condition of this Agreement by the other party shall constitute a
waiver of any succeeding breach of the same or any other provision hereof.

12.8 Headings. The heading contained in this Agreement including,
but not limited to, article, section, subsection or paragraph headings used in
this Agreement are intended for reference purposes only and shall not affect in
any way the interpretation, meaning or construction of any provision of this
Agreement.

12.9 Attorneys' Fees. In the event it is necessary for either
party to take any legal action to enforce any of the terms, provisions or
conditions of this Agreement, the prevailing party will be entitled to recover
from the other party all reasonable attorneys' fees and all costs and expenses
relating to such legal action.

12.10 Accrued Rights. The Termination or expiration of this
Agreement shall not effect or prejudice either party's accrued rights
hereunder.

12.11 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
regard to principles of conflicts of law.

12.12 Administration of the Agreement. PBMS' project Manager and
LCC's project Manager shall meet during the first week of each month during the
term of this Agreement to review and compare (i) the percentage of the project
completed to date against the percentage of the total estimated project costs
incurred to date, (ii)

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<PAGE> 29

the actual number of hours devoted by LCC to each project task against the
projected hours for each task (as described in Section 7 of the Statement of
Work), and (iii) the actual progress of the project in each Project Office
against the schedule projected in Exhibit N. When 90% of the total estimated
project costs have been incurred, the Director, RF Engineering of PBMS and the
Director, Engineering, of LCC shall meet and review the percentage of the
project completed as of such time and, in the event that the percent of the
project competed is determined to then be 85% or less, the Director of RF
Engineering and Director, Engineering, shall then use their best efforts to
devise a corrective plan to complete the project if practicable or, as nearly
as practicable, to meet the total estimated project costs.

12.13 Liens. LCC shall not permit liens, encumbrances or claims to
be filed or asserted by others against PBMS or PBMS' property by reason of
LCC's failure or alleged failure to pay for any labor performed or materials
furnished pursuant to the terms of this Agreement and shall protect, hold
harmless and indemnify PBMS from and against all claims, liens, encumbrances
filed, or asserted, because of labor performed (or allegedly performed) or
materials furnished (or allegedly furnished) hereunder, and shall be solely
responsible for the payment of any such claim, and shall cause any such lien or
encumbrance which may be filed, or asserted, to be immediately released and
discharged of record. Upon failure of LCC to observe any of the provisions of
this section, PBMS, at its option, may pay any or all of the claims involved
and take such steps as it desires to cause such liens or encumbrances to be
released, and LCC shall, upon demand, reimburse PBMS for all reasonable costs
and payments so made, failing which PBMS may withhold sufficient funds
otherwise due LCC hereunder to reimburse itself, or may take such other action
as is necessary to recover such costs and payments.

12.14 Insurance. During the terms of this Agreement, LCC shall
procure and maintain, at its own expense: (i) workers' compensation insurance
as required by applicable law, (ii) comprehensive general liability insurance
for bodily injury and property damage, and (iii) if LCC's motor vehicles are
used in the performance of this Agreement, comprehensive motor vehicle
liability insurance for bodily injury and property damage covering the use and
maintenance of LCC's owned and non-owned vehicles. The insurance as described
herein, shall name PBMS as an additional insured and LCC shall provide PBMS
with a certificate of such insurance upon request. The general liability
insurance described above shall provide minimum coverage limits per occurrence
and on a combined single limit as follows: $5,000,000. If any insurance called
for by this Section is maintained on a "claims made" form, LCC shall continue
such insurance in effect for a period of five (5) years following the
Cancellation, Termination or expiration of this Agreement.

12.15 Executive Orders. Exhibit K attached hereto, entitled
"Executive Orders and Associated Regulations" is hereby made a part hereof and
the word "Contractor" where it appears therein shall mean LCC. Those orders
and

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<PAGE> 30
regulations applicable as indicated in the attachment are incorporated herein
by reference.

12.16 Hazardous Materials/Chemicals. LCC and the employees thereof
are hereby warned, in accordance with Proposition 65 as follows: WARNING:
EXPOSURE TO CHEMICALS KNOWN TO THE STATE OF CALIFORNIA TO CAUSE CANCER BIRTH
DEFECTS, OR OTHER REPRODUCTIVE HARM MAY OCCUR AT PBMS' PREMISES. PBMS shall
disclose all such conditions to LCC prior to exposure, and shall make an MSDS
available to LCC at PBMS' premises. Upon its receipt of such MSDS, LCC shall
issue appropriate warnings to inform and educate its employees, agents,
subcontractors, and other invitees, entering PBMS' premises, of the above
information in accordance with applicable laws and regulations. LCC and PBMS
shall cooperate concerning such warnings.

12.17 Minority-Owned Business As soon as practicable following the
execution of this Agreement, LCC shall apply for and diligently pursue
certification by the California Public Utilities Commission Clearing House
(CPUC) as a Minority-Owned Business. Upon the issuance of such certification,
LCC shall provide PBMS with notice of the same and a copy of the relevant
certificate. As used herein, the term "minority-owned" business shall mean a
business that is fifty-one percent (51%) or more owned and operated by a
minority individual or group, and where the management and daily operations of
the business are controlled by one or more of the foregoing individuals.

12.18 No Third Party Beneficiaries. This Agreement is for the
benefit of PBMS and LCC and not for any other person.

12.19 Compliance with Laws. Each party agrees to comply with all
laws and regulations applicable to this Agreement. In the event the provisions
of this Agreement conflict with any applicable laws and regulations, such laws
and regulations shall prevail.

12.20 Approvals/Consents. Where, under the terms of this Agreement,
the Statement of Work or any Letter of Authorization, the prior approval or
consent of one party is required, the party from which the same is required
shall not unreasonably withhold or delay such consent and/or approval.

12.21 Remedies Cumulative. Any rights of Cancellation, Termination
or other remedies prescribed in this Agreement are cumulative and are not
intended to be exclusive of any other remedies to which the injured party may
be entitled at law or in equity in case of any breach or threatened breach by
the other party of any provisions of this Agreement unless such other remedies
which are not prescribed in this Agreement are specifically limited or excluded
by this Agreement. The use of one or more available remedies shall not bar the
use of any other remedy for the purpose of enforcing the provisions of this
Agreement; provided, however, that a party shall not be entitled to retain the
benefit of inconsistent remedies.

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<PAGE> 31
12.22 Releases Void. Neither party shall require waivers or
releases of any personal rights from representatives or customers of the other
in connection with visits to its premises and both parties agree that no such
release or waivers shall be pleaded by them or third persons in any action or
proceeding.

12.23 No License Granted. Except as otherwise expressly provided in
this Agreement, no license, express or implied, under any patent or copyright
is granted hereunder by either party to the other party.

12.24 Non-exclusive Market Rights. This Agreement is a
non-exclusive Agreement. PBMS expressly reserves the right to contract with
others for any similar or identical products or services it may require.

12.25 Survival. The terms, conditions, and warranties contained in
this Agreement that by their sense and context are intended to survive the
performance thereof by either or both parties hereunder shall so survive the
completion of performance, Cancellation, or Termination of this Agreement and
any work order hereunder.

12.26 Conflict of Interest. LCC shall not assign any employee of
LCC assigned to perform services under this Agreement for PBMS to work on any
project to design a competing tireless personal communication service in the
2GHz band in any BTA or MTA in the State of California for which such employee
performed services for PBMS during the time that such employee is working on
the PBMS Project or for 18 months thereafter.

12.27 Dispute Resolution. Before resorting to litigation, the
parties will attempt in good faith to resolve any controversy or claim arising
out of or relating to this Agreement, promptly by negotiations between
executives of the parties.

If a controversy or claim should arise, the Director, Engineering of
LCC and the Director, RF Engineering of PBMS, or their respective successors in
the positions they now hold (herein called the "project representatives") will
promptly meet at least once, and will attempt to resolve the matter. Unless
otherwise agreed, the meeting will be held within fourteen days of such claim,
at a mutually agreed time.

If the matter has not been resolved within 15 days of their first
meeting, the project representatives shall, at the request of either
representative, refer the matter to senior executives of the respective
parties, who shall have authority to settle the dispute (herein called "the
senior executives"). Thereupon the project representatives shall promptly
prepare and provide their respective senior executives with a memoranda stating
the issues in dispute and their positions, summarizing the negotiations which
have taken place, and attaching relevant documents. The senior executives will
meet for negotiations within ten days of the end of the 15 day period referred
to above, at a mutually agreed time. If more than

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<PAGE> 32
one meeting is held, the meetings shall be held in rotation at the offices of
LCC and PBMS.

If the matter has not been resolved by the senior executives pursuant
to the aforesaid procedure within 30 days of the referral to the same by the
project representatives (which period may be extended by mutual agreement), the
matter shall be finally and exclusively resolved by arbitration in accordance
with the commercial rules of the American Arbitration Association. The
arbitration shall be conducted by three arbitrators, of whom each party shall
appoint one. The arbitration shall be governed in accordance with California
law. The arbitration shall be held in San Francisco, California and shall be
conducted on a confidential basis. The arbitrator's award shall be supported
by law and substantial evidence and judgment upon the award rendered by the
Arbitrator(s) may be entered by any court having jurisdiction thereof.

IN WITNESS WHEREOF the parties hereto, by their duly authorized
representatives, have executed this Agreement as of the date first set forth
above.

PACIFIC BELL MOBILE SERVICES LCC, L.L.C.

By: /s/ LYN DANIELS By: /s/ DON ROSE
------------------------ --------------------------
Lyn Daniels Don Rose
President Sr. Vice President,
Engineering

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<PAGE> 1
Portions of this exhibit, for which confidential treatment has been granted,
have been omitted. Omitted portions are marked by brackets [ ].

EXHIBIT 10.12

AMENDED AND RESTATED
SOFTWARE LICENSE AND SERVICE AGREEMENT

THIS AMENDED AND RESTATED SOFTWARE LICENSE AND SERVICE AGREEMENT (the
"Agreement") is made and entered into as of July 1, 1995, by and between TSI, a
division of LCC, L.L.C., a Delaware limited liability company having its
principal offices at 2111 Wilson Boulevard Suite 401, Arlington, Virginia
22201 (collectively, "TSI"), and NEXTEL COMMUNICATIONS, INC., a Delaware
corporation having its principal offices at 201 Route 17 North, Rutherford, New
Jersey 07070 ("Nextel").

WITNESSETH:

WHEREAS, TSI (formerly, Telecom Solutions Incorporated) and (formerly,
Fleet Call, Inc.) entered into a Software License and Service Agreement, dated
as of July 1, 1992 (the "Fleet Call Agreement") pursuant to which Fleet Call
engaged TSI to perform certain engineering services, and acquired a license to
use TSI's proprietary ANET(R) network planning software;

WHEREAS, TSI and Dispatch Communications Incorporated ("Discom")
entered into a Software License and Service Agreement, dated as of September 1,
1992 (the "Discom Agreement"), which was subsequently assigned to, and assumed
by Nextel in connection with Nextel's acquisition of the digital mobile
telephone systems fully owned and operated by Discom;

WHEREAS, TSI and Powerfone Inc. ("Powerfone") entered into a Software
License Agreement, dated as of November 9, 1993 (the "Powerfone Agreement"),
which was subsequently assigned to, and assumed by Nextel in connection with
Nextel's acquisition of the digital mobile telephone systems formerly owned and
operated by Powerfone;

WHEREAS, TSI and Questar Telecom, Inc. ("Questar") entered into a
Software License Agreement, dated as of September 1, 1993 and a Service
Agreement, dated as of May 3, 1993 (the "Questar Agreements"), which were
subsequently assigned to, and assumed by Nextel in connection with Nextel's
acquisition of the digital mobile telephone systems formerly owned and operated
by Questar; and

WHEREAS, the parties hereto desire to amend, consolidate and restate
each of the Fleet Call, Discom, Powerfone and Questar Agreements;

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the receipt and sufficiency of which
are acknowledged, the parties hereto hereby agree as follows:
<PAGE> 2

1. DEFINITIONS. As used herein, the following terms shall have the
following respective meanings:

1.1 ANET Software. The term "ANET Software" shall mean TSI's
proprietary ANET network planning software, release 1.7, in machine-readable,
object code form only.

1.2 CellCAD Software. The term "CellCAD(TM) Software" shall mean
TSI's proprietary CellCAD network planning software, release 2.0, in
machine-readable, object code form only.

1.3 CMA Software. The term "CMA Software" shall mean TSI's
proprietary CMA field test measurement analysis software, in machine readable,
object code form only, which is designed to operate in conjunction with the
ANET Software.

1.4 CellQUEST Software. The term "CellQUEST Software" shall mean
TSI's proprietary CellQUEST field test measurement analysis software in machine
readable, object code form only, which is designed to operate in conjunction
with the CellCAD Software.

1.5 Defect. The term "Defect" shall mean any material and
reproducible error, problem or defect resulting from an incorrect functioning
of the Software or an incorrect or incomplete identification, statement or
diagram in the Documentation, if such error, problem or defect causes the
Software to fail to perform substantially in the manner specified in the
Documentation.

1.6 Documentation. The term "Documentation" shall mean the
designated TSI user manuals and instructions provided to Nextel regarding the
use of the Software.

1.7 Independent Contractor. The term "Independent Contractor"
shall mean an independent contractor of Nextel, excluding any entity or
employee of any entity that provides software in competition with TSI, which
has executed a Confidentiality Agreement with TSI that is satisfactory to TSI
in form and substance.

1.8 Installation Sites. The term "Installation Sites" shall mean
Nextel's facilities in the Territory, where the Software will be installed and
used in accordance with the provisions of this Agreement.

1.9 Minimum Service Charge. The term "Minimum Service Charge"
shall mean the dollar amount of radio frequency engineering service fees
(excluding taxes, reimbursable expenses and similar charges) that Nextel
guarantees to pay to TSI each month for the first thirty-six (36) months during
the term of this Agreement in accordance with Section 4.2.1 hereof.

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1.10 Nextel. For the purposes of this Agreement, the term Nextel
shall be deemed to include Nextel Communications, Inc. and each entity that is
"controlled" by the same, where the term "control" means the ownership of 50%
or more of an entity's capital stock or voting securities.

1.11 Optional Enhancement. The term "Optional Enhancement" shall
mean any improvement, addition or revision to the Software that is: (i)
developed by TSI, and (ii) not part of TSI's normal software release process.

1.12 Services. The term "Services" shall mean the services to be
rendered by TSI to Nextel pursuant to Section 4.

1.13 Software. The term "Software" shall mean: (i) the ANET
Software; (ii) the CellCAD Software; (iii) the CMA Software; (iv) the CellQUEST
Software; (v) any Standard Enhancement; and (vi) any Optional Enhancement which
becomes part of this Agreement in accordance with the provisions of Section
2.5.

1.14 Standard Enhancement. The term "Standard Enhancement" shall
mean any improvement, addition or revision to the Software that is: (i)
developed by TSI; and (ii) part of TSI's normal software release process. For
the purposes of this Agreement: (a) LCC's proprietary ANET software, version
2.0, and (b) TSI's proprietary CellCAD software, version III (which is TSI's
planned Intel-based version of the CellCAD Software that is currently under
development), shall each be considered Standard Enhancements to the ANET
Software and the CellCAD Software, respectively, and shall be delivered to
Nextel when the same are available for commercial release by TSI.

1.15 Systems. The term "Systems" shall mean Nextel's digital
mobile telephone systems in the Territory.

1.16 Territory. The term "Territory" shall mean each
geographical area in North America, Puerto Rico and/or the U.S. Virgin Islands
in which Nextel operates or plans to operate a System.

1.17 Trademarks. The term "Trademarks" shall mean: (i) ANET(TM),
CellCAD(TM), CelluMATE(R), CM-1000(TM),CM-1500(TM), TSI(R), RSAT(R) and
RSAT-Plus(R), which are trademarks of TSI, (ii) TSI(R), which is a service mark
of TSI, and (iii) any other trademark, service mark or logo used by TSI during
the term of this Agreement.

2. SOFTWARE LICENSE.

2.1 License. TSI hereby grants to Nextel, and Nextel hereby
accepts from TSI, a non-exclusive, non-transferable and restricted bright and
license to use the Software and the Documentation in accordance with the terms
of this Agreement.

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2.2 Terms and Restrictions. Nextel agrees to the following terms
and restrictions on its use of the Software and the Documentation:

2.2.1 The Software and the Documentation shall be
used: (i) solely at the Installation Sites by Nextel and its employees and/or
Independent Contractors, provided that the CMA Software and CellQUEST Software
may be used anywhere in the Territory; and (ii) solely for the purpose of
supporting the design and operation of the Systems. In no event shall the
Software or the Documentation be used for the purpose of processing data for or
otherwise supporting any cellular radiotelephone or digital mobile telephone
system which is located outside the Territory or which is operated by any
person other than Nextel. Nextel agrees to operate the Software only as
prescribed in the Documentation.

2.2.2 The Software and the Documentation may be
copied, in whole or in part, only to the extent required by Nextel to use the
Software and/or the Documentation in accordance with the rights granted
hereunder and for back-up or archival purposes.

2.2.3 Nextel shall include all copyright and other
proprietary rights notices included on the Software or the Documentation on all
copies of the Software or Documentation prepared by or for Nextel. In no event
shall Nextel erase or obliterate any such notices.

2.2.4 Nextel agrees that it shall not: (i) reverse
engineer, disassemble, decompile, interrogate or decode the Software or any
data files created by or associated with the Software; (ii) derive source code,
methodologies or proprietary algorithms from the Software; or (iii) modify the
Software or otherwise create any derivative work from the Software.

2.2.5 Nextel agrees and acknowledges that the
Software and the Documentation are unpublished, licensed works of TSI which
contain trade secrets of TSI.

2.2.6 Nextel agrees that it shall not, at any time
during or after the term of this Agreement, sell, assign, lease, sublicense or
otherwise transfer the Software or the Documentation.

2.3 CellCAD Software. Following TSI's commercial release of the
CellCAD Software, Nextel shall have the option, upon written notice to TSI, to
convert Nextel's license to use the ANET Software in connection with any
Installation Site into a license to use the CellCAD Software. As soon as
practicable following its receipt of Nextel's notice of conversion, TSI agrees
to install the CellCAD Software at the relevant Installation Site in accordance
with the provisions of Section 4.1.2(b) hereof.

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2.4 Standard Enhancements. TSI shall furnish each Standard
Enhancement to Nextel at no additional charge.

2.5 Optional Enhancements. TSI shall make Optional Enhancements
available to Nextel as they are commercially released by TSI for such
additional fees and/or charges, and upon such other term, as may be mutually
agreed upon by the parties. The mutually agreed terms upon which additional
Optional Enhancements shall be delivered to Nextel shall be reflected in an
amendment to this Agreement. Upon the execution of any such amendment, the
Optional Enhancement covered thereby shall become a part of the Software for
all purposes of this Agreement, as so amended.

2.6 Sale of System. Nextel agrees that prior to any sale,
transfer or assignment of any System in the Territory to any person other than
a Nextel affiliate or subsidiary: (i) Nextel shall advise TSI in writing of
such sale, transfer or assignment and (ii) the parties shall promptly enter
into a separate Software License and Service Agreement for such System. Such
software license and services agreement shall provide for: (i) a grant by TSI
of a non-exclusive license for the then remaining term of this Agreement
(including, at TSI's sole discretion, renewal terms) to use the ANET Software
or the CellCAD Software (whichever is then installed for use with such System)
for the purpose of supporting the operation of such System and (ii) the
provision by TSI of Services on substantially the same terms as set forth
herein. Nextel's Software license fees for such System shall not be doubled or
otherwise increased due to execution of the separate Software License and
Services Agreement. Such separate software license and services agreement may
only be assigned to the purchaser, transferee or assignee of such System.
Nextel shall not be required to pay any Software license fees on account of
such System following (i) written notice to TSI by Nextel of the completion of
Nextel's sale, transfer or assignment of such System and (ii) assignment by
Nextel of the separate Software License and Service Agreement to the purchaser,
transferee or assignee of such System. In the event that Nextel's sale,
transfer or assignment of such Systems is not completed, the parties shall
terminate and cancel such separate Software License and Services Agreement and
continue under the terms of this Agreement.

2.7 ANET Software Continued Support. The parties agree that,
notwithstanding the commercial release of the CellCAD Software, TSI shall at
Nextel's request, provide continued support to Nextel on the operation and use
of the ANET Software until the earlier of (i) the date that is six (6) months
after the date on which LCC and/or TSI commercially releases an Intel-based
version of the CellCAD Software (currently planned as "CellCAD III") or (ii)
December 31, 1998 (the "Support Period"). It is, however, TSI's intention to
do minimal development of the ANET Software. Instead, TSI will concentrate on
developing the CellCAD Software with the expectation that most clients will
want the increased capabilities of the CellCAD Software in the future.
Notwithstanding the above, however, TSI

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agrees that during the Support Period, upon TSI's receipt of a written request
from Nextel, TSI will devote the resources of one (1) software developer to
developing Software features and/or functionality requested by Nextel. Nextel
agrees to designate a single point of contact at Nextel responsible for
coordinating all such requests.

2.8 WinMerge Software. TSI hereby grants to Nextel, and Nextel
hereby accepts from TSI, a non-exclusive, non-transferable and restricted right
and license to use TSI's proprietary "WinMerge" software, in machine-readable,
object code form only, in accordance with the terms of this Agreement, which
shall be considered a part of the Software and included in the software license
fees paid by Nextel for all purposes of this Agreement except: (i) the
WinMerge software shall be provided on an "AS IS" basis without any
representation or warranty of any kind or nature, and (ii) TSI shall have no
obligation whatsoever to support, enhance, improve, or correct any defect
relating to the WinMerge software. Accordingly, the provisions of Section 4.1,
Section 7.1, and Section 8 of this Agreement shall not apply to Nextel's use or
possession of the WinMerge software. TSI HEREBY EXPRESSLY DISCLAIMS ANY AND
ALL WARRANTIES OF WHATEVER KIND OR NATURE, EXPRESS OR IMPLIED, RELATING TO THE
WinMerge SOFTWARE INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY WARRANTIES OF
NON-INFRINGEMENT.

3. PROPRIETARY PRODUCTS AND WORKS.

3.1 Proprietary Rights. The license granted pursuant to Section 2
does not constitute a transfer or sale of TSI's ownership rights in or to the
Software or the Documentation. All right, title and interest in and to the
Software and the Documentation (including any copies or subsequent versions
thereof) shall remain the exclusive property of TSI, subject to the rights
expressly granted hereunder. TSI shall be the sole owner of any and all
inventions, discoveries, improvements, updates and enhancements relating to the
Software or the Documentation (whether in written or unwritten form) which are
made, developed, conceived of or reduced to practice by TSI. TSI shall retain
the exclusive right to produce, publish, patent, copyright, sell, license and
otherwise make use of: (i) the Software; (ii) the Documentation; and (iii) any
and all inventions, discoveries, improvements, updates and enhancements
relating to the Software or the Documentation which are made, developed
conceived of or first reduced to practice by TSI. Nothing herein shall be
construed as conveying to Nextel any right or interest in or to any of the
Trademarks.

3.2 Works. Nextel shall not obtain any right, title or interest
in the Software, the Documentation or any of the know-how, methodologies,
databases, documentation or software used by TSI or its subcontractors in the
performance of the Services. All works authored by TSI or its subcontractors
under this Agreement

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(including all copyrights and other proprietary rights relating thereto) shall
belong exclusively to TSI, and such works shall not be deemed to be works made
for hire, unless otherwise agreed to in writing by the parties.

3.3 Assistance. Nextel agrees to notify TSI immediately of any
infringement, unauthorized possession or misuse of any Software, Documentation,
data and/or information supplied under this Agreement. Upon TSI's request and
at TSI's expense, Nextel shall render all reasonable assistance in the
prosecution and/or settlement of any lawsuit or other action instituted to
prevent or terminate any such infringement.

4. TSI's SERVICES.

4.1 Software Services. TSI agrees to provide Nextel with the
following services relating to Nextel's use and operation of the Software:

4.1.1 Telephone and Facsimile Consultation. TSI
shall assign a customer service representative trained on the use of the
Software to answer, at no charge to Nextel, reasonable, limited telephone
and/or facsimile inquiries from Nextel concerning the use, operation and
maintenance of the Software between the hours of 8:00 a.m. and 8:00 p.m.
Eastern time, on TSI's normal business days. TSI's current technical support
telephone number is (703) 516-7390.

4.1.2 Installation and Training.

(a) The parties acknowledge that the
ANET Software has, as of the date hereof, been installed at a variety of Nextel
Installation Sites. For each new installation (except for conversions under
Section 4.1.2(b) below) of the ANET Software or the CellCAD Software, TSI
agrees to: (i) install the relevant Software at the Installation Site, and (ii)
provide up to two (2) days of training on the operation of the relevant
Software to two (2) designated employees of Nextel who will each have a
sufficient technical background (e.g., an experienced RF engineer) to
understand such training.

(b) In the event Nextel desires to
convert an existing installation Site from the ANET Software to the CellCAD
Software (whether CellCAD, version 2.0, or TSI's planned "CellCAD III"
Intel-based version of the CellCAD Software), TSI agrees to: (i) convert
Nextel's associated ANET databases into a format compatible with the CellCAD
Software, (ii) install the CellCAD Software at the relevant Installation Site,
and (iii) provide up to two (2) days of training on the operation of the
CellCAD Software to two (2) designated employees of Nextel who will each have a
sufficient technical background (e.g., an experienced RF engineer) to
understand such training. Upon completion of the forgoing conversion services
for any installation Site, Nextel: (i) shall promptly return to TSI and/or
destroy all copies of the ANET Software and related Documentation used in

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connection with the relevant installation Site, and (ii) commence paying
software support and maintenance fees for the relevant Installation Site in
accordance with Section 5.2 hereof.

All training on the operation of the Software
shall: (i) use a structured, hands-on approach, and (ii) be designed to teach
each major function of the Software, the menu path to access the function, what
it does, when and why it is used and the data steps necessary for its use, all
in accordance with the relevant Documentation, and to teach any aspects of the
Software mutually acceptable to both parties.

(d) All installation and training
provided under this Section 4.1.2 shall: (i) take place at such times as are
mutually agreed upon by TSI and Nextel, (ii) be rendered by TSI in
consideration for Nextel's payment of TSI's then-current standard rates for
such installation, training and conversion services, plus reimbursement by
Nextel of 103% of all reasonable expenses (including travel [with airfare at
coach rate], lodging and meal costs) incurred by TSI in rendering such
services, and (iii) be subject to Nextel's completion of all pre-installation
work necessary or required in order to properly install the Software at any
installation Site including, without limitation, the purchase, delivery and
installation of all third party computer equipment necessary to operate the
Software.

4.1.3 Database Services. TSI agrees to convert and
set up such terrain, morphological, demographic and/or traffic database
information with respect to the Territory as Nextel may request. Such services
shall be rendered: (i) subject to the availability of suitable data, and (ii)
in consideration for Nextel's payment of TSI's then-current standard rates for
such database services, plus reimbursement of [ ] of all reasonable expenses
incurred by TSI in rendering such services.

4.1.4 Photogrammetry Services. TSI agrees to
provide such photogrammetry services relating to the Territory as Nextel may
request. Such services shall be rendered: (i) subject to the availability of
suitable data in a format compatible with the software format used by TSI, and
(ii) at the rate of [ ] per 1:24,000 scale
map (seven and one-half (7 1/2) minute U.S.G.S. map). TSI shall have the right
to increase the photogrammetry services fees on July 1, 1996 and each July 1
thereafter during the term of this Agreement by up to [ ] the
then-current photogrammetry service fee rates.

4.2 RF Engineering Services. Nextel hereby engages TSI to
provide, and TSI hereby agrees to provide to Nextel radio frequency engineering
services in connection with the design, optimization and operation of Systems
in the Territory, subject to the following:

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4.2.1 Minimum Service Charges.

(a) For any given month, Nextel shall pay TSI for
the provision of radio frequency engineering services in accordance with the
schedule of engineering service fees set forth in Exhibit A attached hereto,
based on the number of hours devoted by TSI's engineers. For the first
thirty-six (36) months during the term of this Agreement, if Nextel does not
engage TSI to perform, and TSI does not perform, radio frequency engineering
services resulting in hourly radio frequency engineering service charges
totaling the Minimum Service Charges (as defined in Exhibit A) for the month,
after the application of all applicable discounts, then Nextel shall pay to TSI
an amount equal to the Minimum Service Charges for the month.

(b) At each of the first and the second
anniversary of the date of this Agreement, Nextel shall have the option to
reduce the Minimum Service Charges for the immediately following twelve (12)
month period by up to ten percent (10%) of the then-current Minimum Service
Charges, provided that: (i) Nextel notifies TSI in writing of Nextel's election
to reduce the Minimum Service Charges at least thirty (30) days prior to the
relevant anniversary date, and (ii) TSI's obligation to be available to provide
Nextel with radio frequency engineering services shall be reduced in proportion
to any reduction in the Minimum Service Charges. Notwithstanding any provision
herein to the contrary, any reduction of the Minimum Service Charges shall not
affect Nextel's obligations under Section 4.2.5 hereof with respect to
assignments of two (2) years or more.

(c) The parties agree to reduce the Minimum
Service Charges, on a pro rata basis, upon the occurrence, if they occur, of
each of the following events:

(i) the Federal Communications Commission revokes
any Nextel license to operate any System;

(ii) the closing by Nextel of that certain
transaction with Motorola, Inc. ("Motorola") that will have the effect of
combining the 800MHz specialized mobile radio communications business conducted
by Motorola with the Systems pursuant to that certain Agreement and Plan of
Contribution and Merger among Nextel, Motorola and ESMR, Inc., dated August 4,
1994, as amended; and

(iii) the closing of the purchase of each tranche
of certain preferred stock and common stock of Nextel by Digital Radio, L.L.C.
("Digital") and Mr. Craig O. McCaw ("McCaw") pursuant to that certain
Securities Purchase Agreement among Nextel, Digital and McCaw, dated April 5,
1995.

(d) The parties may agree to increase the Minimum
Service Charges, on a pro rata basis, upon completion (i.e., the relevant
closing date) of the Dial Call Acquisition, as defined in Section 11.2(a)
hereof.

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(e) Any reduction in the Minimum Service Charges
under this Section 4.2.1 shall result in a corresponding reduction in the
monthly staffing levels that TSI has agreed to be available to provide radio
frequency engineering services to Nextel under Section 4.2.2 below; and any
increase in the Minimum Service Charges shall result in a corresponding
increase in such staffing levels.

4.2.2 TSI's Availability. For the first thirty-six
(36) months during the term of this Agreement, TSI agrees to remain available
to provide radio frequency engineering services to Nextel at the monthly
staffing levels set forth in Exhibit A attached hereto, assuming an allocation
between engineering titles of one (1) Project Leader (or Project Manager) for
every two (2) System Engineers plus two (2) RF Engineers. In the event Nextel
desires to engage TSI to provide more than the number of engineers required
under the monthly staffing levels set forth in Exhibit A attached hereto, then:
(i) in the event Nextel provides TSI with a written request for the same that
exceeds the required monthly staffing levels by less than five percent (5%),
then TSI agrees (assuming the foregoing staffing allocation) to provide the
requested staffing within three (3) weeks of its receipt of Nextel's request,
(ii) in the event Nextel provides TSI with a written request for the same that
exceeds the monthly staffing levels by between five percent (5%) and ten
percent (10%), then TSI agrees (assuming the foregoing staffing allocation) to
provide the requested staffing within eight (8) weeks of its receipt of
Nextel's request, and (iii) in the event Nextel provides TSI with a written
request for the same that exceeds the monthly staffing levels by more than ten
percent (10%), then TSI agrees (assuming the foregoing staffing allocation) to
use its best efforts to meet Nextel's requirements subject to the availability
of sufficient qualified personnel. For the purposes of this Agreement, TSI's
Project Managers, Project Leaders, System Engineers and RF Engineers shall have
substantially all of the qualifications set forth in Exhibit C attached hereto.

4.2.3 TSI Staffing Plan.

(a) For the first thirty-six (36) months during
the term of this Agreement, the parties agree to meet on a quarterly basis to
develop and agree upon an engineering personnel staffing plan for the
immediately following three calendar quarters, until the expiration of such
thirty-six (36) month period, as follows: (i) the first staffing plan will
cover the immediately following three calendar quarters, and (ii) each
subsequent staffing plan will carry forward, from the previous staffing plan,
the staffing plan for the remaining two calendar quarters and include a new
staffing plan for the third calendar quarter. Each staffing plan will be
jointly prepared by TSI and Nextel and will provide for TSI's provision of
radio frequency engineering services to Nextel at dollar amounts equaling not
less than the applicable Minimum Service Charges during the relevant month(s).

(b) Each staffing plan will specify: (i) the
number of engineers required, by grade level from Project Manager to RF
Engineer, (ii) the respective

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staffing levels for each Nextel project office (subject to Section 4.2.3(c)
below), and (iii) the number of engineers that will be required to provide
professional services on a long-term (more than two (2) years) basis. TSI
agrees to be available to provide Nextel with radio frequency engineering
services equaling the Minimum Service Charges for the relevant month(s) in
accordance with the then-current staffing. If TSI is unable (due to its
inability to provide the required staffing) to provide radio frequency
engineering services equaling the Minimum Service Charges, then: (A) TSI's
radio frequency engineering services for the month will be invoiced based only
on the services actually provided, and (B) TSI agrees to credit to Nextel's
account an amount equal to Twenty percent (20%) of the difference between the
Minimum Service Charges for the month and the amount invoiced to Nextel for
radio frequency engineering services under the preceding subsection (A).

(c) Nextel shall have the option to reallocate
any position designated in the then-current staffing plan for any particular
Nextel project office to another Nextel project office, upon not less than
thirty (30) days advance written notice to TSI. Upon its receipt of any such
notice, TSI agrees to use reasonable efforts to provide the requested engineer
in the newly designated project office, provided that, TSI shall not be liable
for any failure to provide the same and the provisions of Section 4.2.3(b)
shall not apply.

(d) Nextel fails to present to TSI a projection
of its requirements for radio frequency engineering services, assuming the
allocation between engineering titles described in Section 4.2.2 above, for any
calendar quarter, and as a result, the parties fail to develop a staffing plan
for the same calendar quarter, then neither: (i) TSI's inability to provide any
particular level of engineer for the calendar month(s) that a staffing plan was
not developed, nor (ii) TSI's inability to staff any particular Nextel office
for the calendar month(s) that a staffing plan was not developed, shall operate
to reduce or eliminate Nextel's obligation to pay the Minimum Service Charges.

4.2.4 Key Personnel; Promotions. TSI agrees to
notify Nextel before TSI reassigns, promotes or changes the responsibilities of
any radio frequency engineer who is rendering Services to Nextel. TSI agrees
to take into account Nextel's views regarding the proposed reassignment,
promotion or change in responsibilities, it being understood that TSI shall
have sole authority to make the final decision regarding any such personnel.
In the event TSI, on its own initiative or as a result of the removal of an
employee for "just cause" (as defined in Section 4.2.5(b) below), reassigns any
of the foregoing personnel, then: (a) TSI shall use its best efforts to have
the reassigned engineer spend: (i) three (3) days, for short-term assignments,
or (ii) five (5) days for long-term assignments, at his/her assigned project
office and/or location, training his/her replacement without charging Nextel
for the services of the reassigned engineer during the afore-mentioned training
period, and (b) Nextel will not be obligated to reimburse TSI for any expenses
incurred in relocating and/or moving the engineer to his/her new assignment.

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4.2.5 Long Term Assignments.

(a) In the event Nextel determines that a
particular engineering position will need to be filled in a particular project
office on a continuous basis for more than two (2) years, Nextel shall provide
TSI with a written request to fill the position for a period of not less than
two (2) years. Upon TSI's receipt of any such request, TSI shall determine
whether any one or more of its employees would be interested in accepting the
relevant engineering position. If TSI is able to secure an engineer for the
requested position, and assuming the engineer is acceptable to Nextel, then TSI
agrees to so assign the relevant engineer. The parties acknowledge and agree
that: (i) TSI may not be able to provide engineer(s) on a long term basis
within the requested time periods, and (ii) TSI may not be able to convert the
engineers currently assigned to perform services in Nextel's project offices to
long term assignment under this Section 4.2.5 in light of the engineer's
original expectations in accepting his/her current the assignment, and TSI
shall not be obligated to compel any engineer to accept the same.

(b) In the event that, pursuant to any Nextel
request under Section 4.2.5(a) above, TSI assigns an engineer to perform
services at any Nextel project office for a period of two (2) years or more:
(a) Nextel agrees not to terminate the engineer's assignment before the
expiration of the applicable two (2) year period, or such longer period as may
have been requested by Nextel (the "Commitment Period"), other than for "just
cause," and (b) in lieu of the standard per diem, reimbursable living expenses
and income tax equalization payments paid by Nextel hereunder, for each
engineer, Nextel shall reimburse TSI: (i) for moving expenses incurred by TSI
in moving the subject employee to and back from the relevant market, at a rate
of [ ] per move (where moving to the
market constitutes a single move and moving back from the market constitutes a
second move) plus (ii) a monthly per diem in the amount of [
] per engineer on long term assignment per month. In
the event Nextel terminates the engineer's assignment before the expiration of
the applicable Commitment Period, other than for "just cause," Nextel also
agrees to pay TSI termination charges equal to the sum of [
] times the actual number of months remaining in the Commitment Period.
For the purposes of this Section 4.2.5(b), the term "just cause" shall mean:
(i) after an engineer consistently fails to perform his/her responsibilities in
a professional and competent manner, after notice and reasonable opportunity to
cure his/her performance, or (ii) any act of dishonesty, fraud or deceit.

4.3 Nextel Decisions. TSI and Nextel agree that because Nextel
and/or other persons, and not TSI, shall have ultimate decision-making
authority concerning the design, optimization and/or expansion of the Systems,
TSI shall not, in the performance of any Services for Nextel under this
Agreement, be responsible or have any liability for any design, conceptual
planning, optimization and/or expansion of the System and/or any decisions made
by Nextel and/or any person or

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entity providing services/products to Nextel (that is engaged by Nextel
directly and is not a sub-contractor of TSI) concerning the Systems.
Notwithstanding the provisions of this Section 4.3: (i) in rendering the
Services TSI shall contribute its best efforts to Nextel's overall system
engineering activities in order to achieve a system design of high quality, and
(ii) nothing in this Section 4.3 shall release TSI from its obligations under
Section 7.1.4 hereof with respect to recommendations made by TSI in performance
of the Services.

4.4 Subcontracting. TSI shall have the right to engage
subcontractors to perform any or all of the Services, subject to Nextel's prior
written approval, which shall not be unreasonably withheld or delayed. Each
such subcontractor shall execute a confidentiality agreement with Nextel that
is satisfactory to Nextel in form and substance.

4.5 Certain Obligations. The parties hereby acknowledge that the
minimum payments, availability requirements, and staffing provisions of
Sections 4.2.1, 4.2.2, 4.2.3 and 4.2.5 hereof shall remain in effect only for
the first thirty-six (36) months during the term of this Agreement. After the
expiration of such thirty-six (36) month period, Nextel may engage TSI to
perform radio frequency engineering services, and TSI may agree to perform such
services, from time to time. The provision of such services shall be subject
to the terms, conditions and provisions of this Agreement.

5. FEES AND EXPENSES.

5.1 Software License Fees. On or before the first day of each
month during the term of this Agreement, Nextel agrees to pay to TSI the
Software license fees set forth in Exhibit B attached hereto.

5.2 Software Maintenance & Support Fees. For each computer video
display terminal that the CellCAD Software is used on under this Agreement
(including those terminals used by employees of TSI at Nextel's premises),
Nextel agrees to pay TSI the Software maintenance and support fees set forth in
Exhibit B attached hereto. Each calendar quarter, Nextel shall: (i) audit the
total number of computer video display terminals used by or on behalf of Nextel
to operate the CellCAD Software, and (ii) provide TSI, within fifteen days
after the close of each calendar quarter, with an accurate, complete and
up-to-date count of the same. Nextel shall maintain accurate books and records
setting forth the total number of such terminals. TSI shall have the right,
upon reasonable notice to Nextel, to periodically audit Nextel's applicable and
necessary books, records and facilities to verify the numbers provided to TSI
hereunder.

5.3 Engineering Service Fees. For each month during the term of
this Agreement, Nextel agrees to pay TSI in accordance with the schedule of
engineering service fees set forth in Exhibit A attached hereto, provided,
however, that Nextel's

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total monthly payment for hourly radio frequency engineering service fees for
the first thirty-six (36) months during the term of this Agreement shall not be
less than the applicable Minimum Service Charges for the relevant month, as
determined in accordance with Section 4.2 above (including any adjustments
under Section 4.2.3(b) above).

5.4 Expenses. Nextel agrees to reimburse TSI for all reasonable
expenses (including, without limitation, travel (with airfare at coach rate),
lodging, meal, telephone, facsimile, copying, shipping and other direct and/or
associated expenses and costs) incurred by TSI in the performance of the
Services, plus [ ]. The foregoing expenses shall include any
reasonable amounts paid by TSI to its employees as reimbursement for temporary
living expenses, per diems and income tax equalization expenses, provided,
however, that such payments shall not exceed the payments allowable under any
expense reimbursement guidelines established from time to time by mutual
agreement of the parties.

5.5 Increase in Fees.

(a) TSI shall have the right to increase: (i) the software license
and software maintenance and support fees payable under Sections 5.1 and 5.2
above, and (ii) the monthly per diems for long-term assignments set forth in
Section 4.2.5 hereof, on July 1, 1996 and each July 1 thereafter during the
term of this Agreement by an amount equal [

]

(b) TSI shall have the right to increase the engineering service
fees payable under Section 5.3 above on July 1, 1996 and on each July 1
thereafter for the first thirty-six (36) months during the term of this
Agreement by an amount equal to the percentage increase in TSI's standard
published rates (subject to Section 5.7 hereof) during the twelve (12) month
period immediately preceding each increase; provided, however, that the
increase in engineering service fees on any July 1 shall not, on a weighted
average basis based on Nextel's usage of TSI personnel during the six (6)
months prior to such July 1, exceed [ ]. Unless otherwise agreed
between the parties, the rates applicable for engineering services provided
after the expiration of the first thirty-six (36) month period during the term
of this Agreement shall be TSI's then-current standard published rates for such
services. The parties may meet prior to the expiration of such period to
discuss and agree upon alternative rates.

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<PAGE> 15

5.6 Payment Terms and Interest. All payments of software license
fees under Section 5.1 hereof shall be made on or before first day of each
month during the term of this Agreement. All payments of service fees,
reimbursements of expenses, software maintenance and support fees, and other
fees or charges due and payable under this Agreement shall be made within
thirty (30) days of the date of Nextel's receipt of TSI's invoice. All past
due payments shall bear interest, commencing on the date that is ten (10) days
after the date of TSI's written notice of late payment, until paid in full at
the rate of one percent (1%) per month or the highest rate allowed by
applicable law, whichever is lower. Should TSI commence an action against
Nextel to collect any payments due, Nextel agrees to pay all reasonable costs
of collection, together with interest due and reasonable attorneys' fees.

5.7 Preferred Customer. Notwithstanding anything herein to the
contrary, it is the intent of the parties that: (i) Nextel shall be treated as
a preferred customer; and (ii) TSI's fees and charges for the Software,
services and hardware products, on an overall basis, shall be equivalent to the
rates charged by TSI for similar size contractual arrangements on comparable
terms and conditions.

6. HARDWARE PRODUCTS.

6.1 TSI Manufactured Products. During the term of this Agreement,
Nextel shall have the right to purchase from TSI those LCC manufactured
hardware products and associated maintenance programs generally offered by TSI
to its customers at TSI's then-current standard list price, provided, however,
that Nextel shall be entitled to a [ ] discount off the
standard list price for each product base unit, excluding accessories and any
third party products. Notwithstanding the foregoing, the prices charged to
Nextel by TSI shall be no greater than the prices charged by TSI for the same
products to its other similarly situated customers given the same volume
levels, terms and conditions of the relevant order. Provision by TSI to Nextel
of such hardware products shall be: (i) subject to availability; (ii) subject
to Nextel's agreement not to sell, distribute, transfer or assign such products
to other persons, and (iii) sold under TSI's standard terms and conditions of
sale (including, without limitation, warranties and delivery terms) for the
item(s) ordered. A listing of TSI's current ESMR related products setting
forth TSI's current standard list price for such items and designating the
products subject to the foregoing [ ] discount, is attached hereto as Exhibit
D.

6.2 Third Party Products.

6.2.1 Purchase of Third Party Products. In connection with
the installation of the CellCAD Software at any Installation Site under this
Agreement, Nextel shall have the option, in its sole discretion, to purchase
and/or license from TSI, and TSI hereby agrees to sell and/or license to
Nextel, those third party hardware and software products that TSI distributes,
as an authorized distributor,

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in connection with the CellCAD Software including computer servers and
workstations manufactured by Sun Microsystems, Inc. ("Third Party Products").
Provision by TSI to Nextel of such Third Party Products shall be: (i) subject
to availability, (ii) purchased for use by Nextel and not with a view toward
resale and/or distribution; (iii) sold under the relevant vendor's standard
terms and conditions of sale and/or licensing; (iv) provided at TSI's
then-current standard list price for the item(s) ordered.

6.2.2 Installation of the Third Party Products. In the
event Nextel acquires from TSI the Third Party Products required for
installation of the CellCAD Software at any installation Site, Nextel shall
have the option, in its sole discretion, to engage TSI to install, and TSI
agrees (upon such request) to install, such Third Party Products at the
relevant installation Site concurrent with TSI's installation of the CellCAD
Software. TSI agrees to provide such installation services: (i) in substantial
accordance with the installation schedule(s) agreed to between the parties,
(ii) in consideration for Nextel's payment of TSI's then current third party
equipment and software installation fees (subject to Section 5.7 hereof), and
(iii) subject to Nextel's performance of all pre-installation work (including,
without limitation, prewiring for network requirements, installation of
adequate power supplies and environmental controls, and the provision of a
floor plan showing the desired location for each network, machine and access
area) reasonably requested by TSI as necessary, desired or appropriate to
properly install the CellCAD Software and the Third Party Products.

6.2.3 Third Party Software Products. Nextel acknowledges
and agrees that: (i) the Software contains and/or will be used in connection
with certain third party software products consisting of software programs,
data base programs, data files, libraries, graphical user interface modules,
and similar software products distributed by TSI in connection with the
Software, (ii) the provisions of Section 2.2 shall apply to the use of such
third party software products under this Agreement, and (iii) the warranties
and limits of liability offered by the relevant licensor to TSI shall be passed
through to, and applicable to the use of all such third party software products
as if fully set forth in this Agreement.

7. WARRANTY AND DISCLAIMER.

7.1 TSI's Warranties.

7.1.1 Subject to the limitations set forth below, TSI
warrants that the Software will perform substantially in the manner specified
in the Documentation. TSI's sole and exclusive obligation under warranty set
forth in the preceding sentence shall be to use reasonable efforts to cure any
Defect in the Software following receipt of written notice from Nextel of such
Defect. Upon receipt by TSI of written notice of any Defect, TSI shall (i)
promptly start planning and implementing a cure therefor; (ii) provide Nextel
with a solution plan within ten

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<PAGE> 17
(10) working days; (iii) keep Nextel advised of TSI's efforts and progress to
remedy such Defect; and (iv) cure such Defect as quickly as reasonably
possible, but in no event more than five (5) weeks following TSI's receipt of
written notice of such Defect. Cure of a Defect shall include, without
limitation, modification of the Software and changes and updates of
Documentation page(s). Notwithstanding anything herein to the Contrary, it is
expressly understood and agreed that TSI shall have no obligation whatsoever
under this Section 7.1.1: (i) if the Software is not operated in accordance
with TSI's instructions and on the equipment and in the configurations
identified by TSI in the Documentation; (ii) if all terrain and/or other
databases used in conjunction with the Software have not been converted and set
up by TSI; or (iii) if the Software has been modified or used in an
unauthorized manner by Nextel or any third party.

7.1.2 TSI hereby represents and warrants that: (i) it has
the right to grant the license of the Software to Nextel and (ii) the Software
does not infringe any United States copyright of a third party.

7.1.3 TSI hereby represents and warrants that the storage
media on which the Software is delivered will be free from defects in material
and workmanship for a period of ninety (90) days from the date of delivery of
the Software by TSI to Nextel.

7.1.4 TSI hereby warrants that TSI's radio frequency
engineering services will be performed in accordance with generally accepted
engineering practices for the wireless communications industry. TSI's sole and
exclusive obligation under the foregoing warranty shall be to use reasonable
efforts to reperform any non-conforming work as soon as practicable after
receiving written notice from Nextel, provided that written notice is received
within twelve (12) months after the work was performed or delivered to Nextel.

7.2 DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 7.1 ARE THE
ONLY WARRANTIES MADE BY TSI. SUCH WARRANTIES ARE IN LIEU OF, AND TSI EXPRESSLY
DISCLAIMS, ALL OTHER WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY
IMPLIED WARRANTY OF NON-INFRINGEMENT (EXCEPT AS STATED IN SECTION 8) AND ANY
IMPLIED WARRANTY ARISING OUT OF THE COURSE OF DEALING, CUSTOM OR USAGE OF
TRADE. TSI DOES NOT WARRANT THAT THE SOFTWARE WILL: PERFORM OR BE CAPABLE FOR
USE WITH ANY COMPUTER SYSTEM OR EQUIPMENT OTHER THAN THAT RECOMMENDED BY TSI;
FUNCTION WITHOUT INTERRUPTION; AND/OR ACHIEVE ANY INTENDED RESULT. TSI DOES
NOT WARRANT THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE DATA IN ANY
DATABASE TO THE EXTENT SUCH

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DATA IS SUPPLIED BY SOURCES OUTSIDE OF TSI's CONTROL. TSI DOES NOT PROVIDE,
AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES WITH RESPECT TO THIRD
PARTY PRODUCTS. THE WARRANTIES SET FORTH IN SECTION 7.1 MAY NOT BE ENLARGED,
DIMINISHED OR AFFECTED WITHOUT TSI'S WRITTEN CONSENT.

7.3 LIMITATION OF LIABILITY. IN NO EVENT WILL TSI BE LIABLE TO
NEXTEL OR ANY OTHER PERSON FOR LOSS OF PROFITS, BUSINESS, USE OR DATA OR
SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL CONSEQUENTIAL OR PUNITIVE DAMAGES OF
ANY KIND OR FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS
AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS
ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY) OR OTHERWISE, EVEN IF TSI HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE
POTENTIAL LIABILITY OF TSI ARISING OUT OF THIS AGREEMENT. IN NO EVENT SHALL
TSI'S LIABILITY TO NEXTEL HEREUNDER EXCEED, IN THE AGGREGATE, [
]; PROVIDED, HOWEVER, THAT IN THE EVENT THAT TSI IS FOUND
LIABLE FOR WILLFUL BREACH OF THIS AGREEMENT, THEN AND ONLY THEN TSI'S LIABILITY
HEREUNDER SHALL NOT EXCEED THE LESSER OF: (1) NEXTEL'S ACTUAL DAMAGES RESULTING
FROM SUCH WILLFUL BREACH OR (2) ALL OF THE SERVICE AND SOFTWARE LICENSE FEES
PAID BY NEXTEL TO TSI UNDER THIS AGREEMENT PRIOR TO THE DATE THE CLAIM WAS
MADE.

8. INFRINGEMENT.

8.1 Indemnity. Subject to the exclusions stated in Section 8.3,
TSI agrees to indemnify Nextel and to hold Nextel harmless from and against any
and all liabilities, damages, costs, charges and expenses (including reasonable
attorneys' fees) incurred by Nextel as a result of or arising from any
infringement or alleged infringement of any United States copyright of a third
party in consequence of Nextel's use or possession of the Software in
accordance with the provisions of this Agreement, subject to the following:

8.1.1 Nextel shall notify TSI promptly in writing of any
alleged infringement of which Nextel has actual notice;

8.1.2 Nextel shall not make any admissions, representations
or statements without TSI's prior written consent, unless required by law;

8.1.3 Nextel, at TSI's request and expense, shall allow TSI
to conduct all negotiations, control any litigation and settle any claim; and

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<PAGE> 19

8.1.4 Nextel shall provide all reasonable assistance
requested by TSI.

8.2 Additional Obligations. If the Software is, or in the opinion
of TSI is likely to become, the subject of any action for infringement of any
United States copyright, or if the Software is adjudicated to infringe any
United States copyright, or if the use of the Software is enjoined in the
Territory, then TSI shall have the option to: (i) obtain for Nextel, at TSI's
expense, the right to continue using the Software; (ii) replace or modify the
Software so that it becomes non-infringing; or (iii) in the event the parties
mutually agree that (i) and/or (ii) above are not practical or possible, after
TSI's having used its best efforts, terminate this Agreement, without incurring
any liability to Nextel, by providing written notice thereof to Nextel.

8.3 Exclusions. Notwithstanding the foregoing, TSI shall have no
obligation to indemnify Nextel pursuant to Section 8.1 with respect to any
infringement or alleged infringement resulting from any modification to the
Software made by Nextel or any third party or any unauthorized use of the
Software by Nextel or any third party.

8.4 Indemnification By Nextel. Nextel hereby agrees to indemnify
TSI and to hold TSI harmless from and against any and all liabilities, damages,
costs and expenses (including reasonable attorneys' fees) incurred by TSI as a
result of any unauthorized modification to or use of the Software by Nextel.

8.5 EXCLUSIVE OBLIGATIONS AND REMEDIES. THE FOREGOING ARE TSI'S
SOLE AND EXCLUSIVE OBLIGATIONS, AND NEXTEL'S SOLE AND EXCLUSIVE REMEDIES, WITH
RESPECT TO THE INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

9. TAXES, DUTIES AND LEVIES.

9.1 Nextel's Obligation to Pay. All license fees, fees for
Services and other payments to TSI are exclusive of any and all taxes, duties
or levies assessed by any governmental authority in the United States. All
such taxes, duties and levies (exclusive of any taxes based upon TSI's net
income) shall be assumed by and paid for by Nextel, irrespective of whether
included in any invoice sent to Nextel at any time by TSI.

10. NON-DISCLOSURE AND CONFIDENTIALITY.

10.1 Nondisclosure of Proprietary Information. In the event either
party hereto (the "Receiving Party") obtains from the other party hereto (the
"Disclosing Party") information in whatever form which is confidential or
proprietary ("Proprietary Information") the Receiving Party: (i) shall treat
all such Proprietary Information as confidential; (ii) shall use such
Proprietary Information only for the

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purposes contemplated in this Agreement; (iii) shall protect such Proprietary
Information, whether in storage or in use, with the same degree of care as the
Receiving Party uses to protect its own proprietary information against public
disclosure, but in no case with less than reasonable care; and (iv) shall not
disclose such Proprietary Information to any third party except to such
employees of the Receiving Party who need to know such Proprietary Information
for the purpose of effectuating this Agreement, who have been informed of the
confidential nature of such Proprietary Information and who are bound in
writing by the provisions of this Section 10.

10.2 Exclusions. The provisions of this Section 10 shall not apply
to any Proprietary Information which: (i) was in the public domain on the date
hereof or comes into the public domain other than through (a) the fault or
negligence of the Receiving Party or (b) a third party's breach of a
nondisclosure obligation to the Disclosing Party; (ii) was lawfully obtained by
the Receiving Party from a third party without breach of (a) this Agreements by
the Receiving Party or (b) a nondisclosure obligation of any third party to the
Disclosing Party, and otherwise not in violation of the Disclosing Party's
rights; (iii) was known to the Receiving Party at the time of disclosure as
shown by the Receiving Party's records in existence at the time of disclosure;
(iv) was independently developed by the Receiving Party, as shown by written
evidence of the Receiving Party, without making use of any Proprietary
Information of the Disclosing Party; or (v) is required to be disclosed
pursuant to the order of any court or governmental agency.

10.3 Return. Upon the expiration or termination of this Agreement,
and in any event upon the Disclosing Party's request at any time, the Receiving
Party shall: (i) return to the Disclosing Party all documents (including any
copies thereof) embodying the Disclosing Party's Proprietary Information and
(ii) certify in writing to the Disclosing Party, within ten (10) days following
the Disclosing Party's request, that all such Proprietary Information has been
returned.

10.4 Injunctive Relief. TSI and Nextel acknowledge that the extent
of damages in the event of the breach of any provision of Section 10.1 or 10.3
would be difficult or impossible to ascertain, and that there will be available
no adequate remedy at law in the event of any such breach. Each party
therefore agrees that in the event it breaches any provision of Section 10.1 or
10.3, the other party will be entitled to injunctive or other equitable relief,
in addition to any other relief to which it may be entitled.

10.5 Survival. The provisions of this Section 10 shall survive the
expiration or termination of this Agreement.

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11. ADDITIONAL COVENANTS.

11.1 Non-solicitation. During the term of this Agreement
(including renewal terms, if any) and for a period of one (1) year following
the expiration or termination of this Agreement, neither party nor any of its
officers, agents, subsidiaries, successors or assigns shall, directly,
indirectly or in concert with any other person, solicit the services of,
retain, attempt to employ or employ any employee of the other party. In the
event this Agreement is terminated, and either party desires to hire any radio
frequency engineer then-assigned to perform services in any Nextel project
office under this Agreement, then (a) the party seeking to hire (the "Hiring
Party") shall provide the other party (the "Other Party") with written notice
of its desire to hire the relevant engineer prior to entering into any
discussions with, or making any employment offers to the relevant engineer, and
(b) the Other Party shall promptly advise the Hiring Party whether the Other
Party intends to waive, in its sole discretion, the provisions of this Section
11.1. In the event the Other Party elects to waive the provisions of this
Section 11.1, then (i) the parties agree to negotiate, in good faith, for the
Hiring Party's payment to the Other Party of an appropriate finder's fee
sufficient to compensate the Other Party for the investment (including
training) made by the Other Party in the training and professional development
of the relevant engineer, and (ii) contingent upon the parties having reached
such agreement, the Hiring Party shall be free to solicit the services of,
retain and/or employee the relevant engineer.

11.2 Addition of Certain Nextel Affiliates.

(a) The parties acknowledge that TSI has entered into a Software
License Agreement with Dial Call, Inc. ("Dial Call"), dated as of January l,
1994 (the "Dial Call Agreement"), and further acknowledge that Nextel has
entered into certain agreements with Dial Call whereby Nextel intends to
acquire all of Dial Call's capital stock (the "Dial Call Acquisition"). In
connection with completion of the Dial Call Acquisition, Nextel agrees to
accept and assume the Dial Call Agreement (including, without limitation, the
obligation to pay software license fees at the rates set forth therein), which
shall govern Nextel's use of the ANET Software in connection with those Systems
acquired by Nextel in connection with the Dial Call Acquisition. The Systems
acquired by Nextel in connection with the Dial Call Acquisition shall be
excluded from the Territory for the purposes of this Agreement, provided,
however, that concurrent with Nextel's assumption of the Dial Call Agreement,
or at anytime within one (1) year thereafter, Nextel shall have the option,
upon written notice to TSI, to terminate the Dial Call Agreement. In the event
Nextel exercises the foregoing option: (i) Nextel's use of the Software in
connection with those Systems acquired by Nextel in connection with the Dial
Call Acquisition shall be governed by the terms of this Agreement, and (ii) the
software license fees payable by Nextel under Section 5.1 hereof shall, upon
termination of the Dial Call Agreement, be increased by [
] per month in accordance with Exhibit B attached hereto.

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<PAGE> 22

(b) The parties acknowledge that Nextel has entered into certain
agreements with OneComm, Inc. ("OneComm"), whereby Nextel intends to acquire
all of OneComm's capital stock (the "OneComm Acquisition"). The Systems
acquired by Nextel in connection with completion of the OneComm Acquisition
shall be excluded from the Territory for the purposes of this Agreement,
provided, however, that at anytime within one (1) year after completion of the
OneComm Acquisition, Nextel shall have the option, upon written notice to TSI,
to have all such Systems included in the Territory for all purposes of this
Agreement. Commencing on the effective date of Nextel's exercise of the
foregoing option: (i) Nextel's use of the Software in connection with such
Systems shall be governed by the terms of this Agreement, and (ii) the software
license fees payable by Nextel under Section 5.1 hereof shall not be increased.

12. TERM AND TERMINATION.

12.1 Term. This Agreement shall commence on the date first set
forth above and shall continue in full force and effect for a period of four
(4) years thereafter, and shall thereafter be automatically renewed for
additional and successive terms of one (1) year, unless sooner terminated as
provided herein.

12.2 Termination. This Agreement may be terminated:

12.2.1 By Nextel or TSI, immediately upon written
notice of termination, in the event of a material breach of this Agreement by
the other party, if such breach continues uncured for a period of thirty (30)
days after written notice of such breach;

12.2.2 By Nextel or TSI, immediately upon written
notice of termination to the other party, in the event the other party shall:
(i) become insolvent; (ii) make an assignment for the benefit of creditors;
(iii) file a voluntary bankruptcy petition; (iv) acquiesce to any involuntary
bankruptcy petition; (v) be adjudicated bankrupt; or (vi) cease to do business;

12.2.3 By Nextel or TSI, upon prior written notice
to the other party at least sixty (60) days prior to the conclusion of the
initial term or any annual renewal term thereafter;

12.2.4 By an executed written agreement between
Nextel and TSI.

12.3 Return of Software. Immediately following any termination or
expiration of this Agreement, Nextel shall: (i) return the Software, the
Documentation and all materials relating thereto (including all copies thereof)
and (ii) certify in writing to TSI that all such data, materials and copies
have been

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returned to TSI. Notwithstanding the foregoing, Nextel may retain one (1) copy
of any databases provided to Nextel in connection with TSI's provision of the
Services.

12.4 Termination of Prior Agreement. Upon the execution of this
Agreement, each of the Fleet Call, Discom, Powerfone, and Questar Agreements
shall be automatically "terminated and of no further force or effect.

13. GENERAL.

13.1 Binding Effect; Assignment Restrictions. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Notwithstanding the foregoing, neither
Nextel nor TSI shall be entitled to assign or transfer any or all of its
respective rights or obligations hereunder without the prior written consent of
the other party; provided, however, that each party shall be entitled to assign
or transfer any or all of its rights or obligations to any entity that
controls, is controlled by or is under common control with such party without
the prior written consent of the other party. Any attempted assignment or
transfer which is made in violation of this Section 13.1 shall be null and void
and shall be deemed a material breach of this Agreement.

13.2 Relationship. The relationship between the parties to this
Agreement is and shall be that of independent contractors. It is expressly
agreed that nothing in this Agreement shall be construed to create or imply a
partnership, joint venture, agency relationship or contract of employment.
Neither party shall have the authority to make any statement, representation or
commitment of any kind, or to take any action, that shall be binding on the
other party, except as authorized in writing by the party to be bound.

13.3 Force Majeure. The obligations hereunder of each party shall
be suspended while and to the extent that such party is prevented from
complying herewith in whole or in part by any event beyond the reasonable
control of such party, which for purposes of this Agreement shall include,
without limitation, acts of God, earthquakes, unavoidable accidents, laws,
rules, regulations or orders of government authorities, acts of war (declared
or not), hostilities, blockades, civil disturbances, embargoes, strikes or any
other similar event or cause. If any event described in the preceding sentence
should result in the suspension of either party's performance of its
obligations hereunder, such party shall give written notice of such suspension
to the other party, specifying in reasonable detail the nature of the event
causing such suspension. The party whose performance has been suspended shall:
(i) resume performance of its obligations hereunder as soon as reasonably
practicable after the circumstances preventing such performance as provided
above shall have terminated or ceased to have such effect and (ii) immediately
notify the other party hereto in writing of such resumption.

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13.4 Entire Agreement, Amendment. This Agreement (together with
the Exhibits attached hereto) constitutes the entire agreement between TSI and
Nextel regarding the subject matter hereof. All prior or contemporaneous
agreements, proposals, understandings and communications between TSI and Nextel
regarding the subject matter hereof (including, without limitation, the Fleet
Call Agreement), whether oral or written, are superseded by and merged into
this Agreement. Neither this Agreement nor any Exhibit hereto may be modified
or amended except by a written instrument executed by both TSI and Nextel. In
the event of any inconsistency between the terms of this Agreement and any
purchase or similar document issued by Nextel under this Agreement, the terms
of this Agreement shall control. Any additional terms contained in any such
purchase order or similar document shall be of no force or effect, and TSI
expressly objects to and rejects all such additional terms.

13.5 Severability. In the event any one or more of the provisions
contained in 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.

13.6 Notices. All notices, consents and other communications
hereunder shall be provided in writing and shall be delivered personally by
registered or certified mail (return receipt requested), overnight courier,
facsimile or similar method of communication, to the parties at the following
addresses (or such other address as may have been furnished by or on behalf of
such party by like notice):

If to TSI:

Telecom Solutions Incorporated
2111 Wilson Boulevard
Suite 401
Arlington, VA 22201
Facsimile: (703) 358-0062
Attention: President
With Copy to: General Counsel

If to Nextel:

Nextel Communications, Inc.
201 Route 17 North
Rutherford, NJ 07070
Facsimile: (201) 438-5540
Attention: Corporate Counsel

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Communications sent by facsimile shall be deemed effectively served
upon dispatch. Communications sent by registered or certified mail shall be
deemed effectively served seven (7) calendar days after mailing.
Communications sent by overnight courier shall be deemed effectively served one
(1) day after dispatch.

13.7 Waiver. No waiver by either party of a breach of any term,
provision or condition of this Agreement by the other party shall constitute a
waiver of any succeeding breach of the same or any other provision hereof. No
such waiver shall be valid unless executed in writing by the party making the
waiver.

13.8 Headings. The section and subsection headings used in this
Agreement are intended for reference purposes only and shall not affect the
interpretation or construction of any provision of this Agreement.

13.9 Limitations. No action, regardless of form, arising out of
this Agreement may be brought by either party more than two (2) years after the
cause of action has arisen.

13.10 Attorney's Fees. In the event it is necessary for either
party to take any legal action to enforce any of the terms, provisions or
conditions of this Agreement, the prevailing party will be entitled to recover
from the other party all reasonable attorneys' fees and all reasonable costs
and expenses relating to such legal action.

13.11 Accrued Rights. The termination or expiration of this
Agreement shall not effect or prejudice either party's accrued rights
hereunder.

13.12 Governing Law, Consent to Jurisdiction. This Agreement shall
be governed by and construed in accordance with the laws of the State of New
Jersey, without regard to principles of conflicts of law. 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 any legal or
equitable action arising under this Agreement. Each party agrees that service
of process on such party in any such action may be made by certified or
registered mail, return receipt requested, to the address of such party set
forth in Section 13.6.

13.13 Dispute Resolution. If any dispute arises under this
Agreement that is not settled promptly in the ordinary course of business, the
parties shall seek to resolve such dispute between them, first by negotiating
promptly with each other in good faith, face-to-face negotiations. Such
face-to-face negotiations shall be conducted by the respective designated
senior management representatives of each party. If the parties are unable to
resolve the dispute between them within twenty (20) business days (or such
other period as the parties shall mutually agree upon) through such
face-to-face negotiations, then the complaining party may commence legal action
in accordance with Sections 13.9 and 13.12 of this Agreement.

-25-
<PAGE> 26
13.14 Survival. The respective rights and obligations of the
parties under this Agreement that, by their nature and import, are intended to
survive the termination or expiration of this Agreement shall survive the
termination or expiration of this Agreement.

13.15 Acknowledgment. EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS
AGREEMENT (INCLUDING THE EXHIBITS HERETO), UNDERSTANDS IT AND AGREES TO BE
BOUND BY ITS TERMS AND CONDITIONS.

IN WITNESS WHEREOF the parties hereto, by their duly authorized
representatives; have executed this Agreement as of the date first set forth
above.

NEXTEL COMMUNICATIONS, INC. TSI, a division of
LCC, L.L.C.

By: /s/ J. M. DIXON By: /s/ PIYUSH SODHA
------------------------- -------------------------

Title: Executive Vice President Title: President

-26-

<PAGE> 1
EXHIBIT 10.13

LCC INTERNATIONAL, INC.

DIRECTORS STOCK OPTION PLAN
<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
1. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4. STOCK SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

5. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6. OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7. NUMBER OF SHARES AND GRANT DATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

8. VESTING OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

9. OPTION PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

10. TIMING AND METHOD OF EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

11. SERVICE TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

12. RIGHTS IN THE EVENT OF DEATH OR DISABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . 8

13. NO STOCKHOLDER RIGHTS UNDER OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

14. CONTINUATION OF SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

15. STOCK OPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

16. WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

17. NON-TRANSFERABILITY OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

18. USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

19. ADOPTION, AMENDMENT, SUSPENSION AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . 9

20. SECURITIES LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

21. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

23. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE> 3
LCC INTERNATIONAL, INC.
DIRECTORS STOCK OPTION PLAN

LCC INTERNATIONAL, INC., a Delaware corporation (the
"Corporation"), sets forth herein the terms of the Directors Stock Option Plan
(the "Plan") as follows:

1. PURPOSE

1.1 The Plan is intended to attract and retain the best
possible members of the Board and to provide additional incentives to those
directors to promote the success of the Corporation. The Plan provides
Eligible Directors an opportunity to purchase shares of the Stock pursuant to
Options. Options granted under the Plan shall not constitute "incentive stock
options" within the meaning of Section 422 of the Code.

1.2 This Plan is intended to constitute a "formula plan."

2. DEFINITIONS

For purposes of interpreting the Plan and related documents
(including Stock Option Agreements), the following definitions shall apply:

2.1. "Additional Option" means any Option other than an
Initial Option.

2.2. "Administrator" means the Chief Financial Officer of
the Corporation or such other person as is appointed by the Board to serve as
Administrator.

2.3. "Board" means the board of directors of the
Corporation.

2.4. "Class A Stock" means the Class A common stock, par
value $0.01 per share, of the Corporation.

2.5. "Class B Stock" means the Class B common stock, par
value $0.01 per share, of the Corporation.

2.6. "Code" means the Internal Revenue Code of 1986, as
amended.

2.7. "Commencement of Service" means the date of election
of the Eligible Director to his or her first term as a Director.

<PAGE> 4
2.8. "Corporation" means LCC International, Inc., a
Delaware corporation.

2.9. "Effective Date" means the date of the closing of a
bona fide, firm commitment underwritten public offering of the Class A Common
Stock of the Company pursuant to a registration statement declared effective
under the Securities Act of 1933, as amended.

2.10. "Eligible Director" means a member of the Board who
is eligible to hold Class B Common Stock (as of the Effective Date, Dr.
Rajendra Singh and Neera Singh) and any member of the Board who is not an
officer or employee of the Corporation or any of its subsidiaries.

2.11. "Exchange Act" means the Securities Exchange Act of
1934, as now in effect or hereafter amended.

2.12. "Exercise Price" means the Option Price multiplied by
the number of shares of Stock purchased pursuant to exercise of an Option.

2.13. "Expiration Date" means the fifth anniversary of the
Grant Date as to Options granted to a director who is eligible to hold Class B
Common Stock, the tenth anniversary of the Grant Date as to Options granted to
a director who is not eligible to hold Class B Common Stock or in either case,
if earlier, the termination of the Option pursuant to Section 4.2(c) hereof.

2.14. "Fair Market Value" means the value of each share of
Stock subject to the Plan determined as follows: If on the Grant Date or other
determination date the Stock is listed on an established national or regional
stock exchange, is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System, or otherwise is publicly traded
on an established securities market, the Fair Market Value of the Stock shall
be the closing price of the Stock on such exchange or in such market (the
highest such closing price if there is more than one such exchange or market)
on the trading day immediately preceding the Grant Date or other determination
date (or, if there is no such reported closing price, the Fair Market Value
shall be the mean between the highest bid and lowest asked prices or between
the high and low sale prices on such trading day), or, if no sale of the Stock
is reported for such trading day, on the next preceding day on which any sale
shall have been reported. If the Stock is not listed on such an exchange,
quoted on such system or traded on such a market, Fair Market Value shall be
determined by the Administrator in good faith.

2.15. "Grant Date" means the date on which an Option grant
takes effect pursuant to Section 7 hereof.

- 2 -
<PAGE> 5
2.16. "Initial Option" means an Option received by an
Eligible Director as of the Effective Date or such Eligible Director's
Commencement of Service, if later.

2.17. "Option" means any option to purchase one or more
shares of Stock pursuant to the Plan, including both Initial Options and
Additional Options.

2.18. "Optionee" means an Eligible Director who holds an
Option.

2.19. "Option Period" means the period during which Options
may be exercised as defined in Section 9 hereof.

2.20. "Option Price" means the purchase price for each
share of Stock subject to an Option.

2.21. "Securities Act" means the Securities Act of 1933, as
now in effect or as hereafter amended.

2.22. "Stock" means Class A Stock and Class B Stock, as the
case may be.

2.23. "Stock Option Agreement" means the written agreement
evidencing the grant of an Option hereunder.

3. ADMINISTRATION

The Plan shall be administered by the Administrator. The
Administrator's responsibilities under the Plan shall be limited to taking all
legal actions necessary to document the Options provided herein, to maintain
appropriate records and reports regarding those Options, and to take all acts
authorized or required by the Plan.

4. STOCK SUBJECT TO THE PLAN

4.1. Options to purchase not more than 60,000 shares of
the Class A Stock and 250,000 of the Class B Stock may be granted under the
Plan. If any Option expires, terminates or is terminated or canceled for any
reason before it is exercised in full, the shares of Stock that were subject to
the unexercised portion of the Option shall be available for future Options
granted under the Plan.

4.2(a). If the outstanding shares of Class A Stock or Class
B Stock are increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Corporation by reason of
any recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable on capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Corporation,

- 3 -
<PAGE> 6
occurring after the Effective Date, the number and kinds of shares for the
purchase of which Options may be granted under the Plan shall be adjusted
proportionately and accordingly by the Corporation. In addition, the number
and kind of shares for which Options are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of the
holder of the Option immediately following such event shall, to the extent
practicable, be the same as immediately prior to such event. Any such
adjustment in outstanding Options shall not change the aggregate Option Price
payable with respect to shares subject to the unexercised portion of the Option
outstanding but shall include a corresponding proportionate adjustment in the
Option Price per share.

4.2(b). Subject to Section 4.2(c) hereof, if the
Corporation shall be the surviving corporation in any reorganization, merger or
consolidation of the Corporation with one or more other corporations, any
Option theretofore granted pursuant to the Plan shall pertain to and apply to
the securities to which a holder of the number of shares of Stock subject to
such Option would have been entitled immediately following such reorganization,
merger or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger or consolidation.

4.2(c). Upon the dissolution or liquidation of the
Corporation, or upon a merger, consolidation or reorganization of the
Corporation with one or more other corporations in which the Corporation is not
the surviving corporation, or upon a sale of substantially all of the assets of
the Corporation to another corporation, or upon any transaction (including,
without limitation, a merger or reorganization in which the Corporation is the
surviving corporation) approved by the Board which results in any person or
entity owning 80 percent or more of the combined voting power of all classes of
stock of the Corporation, the Plan and all Options outstanding hereunder shall
terminate, except to the extent provision is made in writing in connection with
such transaction for the continuation of the Plan, the assumption of the
Options theretofore granted, or for the substitution for such Options of new
options covering the stock of a successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares and exercise prices, in which event the Plan (if applicable) and Options
theretofore granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan and Options, each
individual holding an Option shall have the right immediately prior to the
occurrence of such termination and during such period occurring prior to such
termination as the Board in its sole discretion shall determine and designate,
to exercise such Option to the extent that such Option was otherwise
exercisable at the time such termination occurs. The Administrator shall send
written notice of an event that will result in such a termination to all
individuals who hold Options not later than the time at which the Corporation
gives notice thereof to its stockholders.

- 4 -
<PAGE> 7
4.2(d). Adjustments under this Section 4.2 related to stock
or securities of the Corporation shall be made by the Administrator, whose
determination in that respect shall be final and conclusive. No fractional
shares of Stock or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or
unit.

4.2(e). The grant of an Option pursuant to the Plan shall
not affect or limit in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.

5. ELIGIBILITY

Eligibility under the Plan is limited to Eligible Directors.

6. OPTION PRICE

The Option Price of the Stock covered by each Option granted
under the Plan shall be the greater of the Fair Market Value or the par value
of such Stock on the Grant Date. The Option Price shall be subject to
adjustment as provided in Section 4.2 hereof.

7. NUMBER OF SHARES AND GRANT DATES

Each Eligible Director on the Effective Date who is eligible
to hold Class B Common Stock shall be granted an Initial Option to purchase
35,000 shares of Class B Stock as of the Effective Date or, if such Eligible
Director's Commencement of Service is after the Effective Date, as of such
Eligible Director's Commencement of Service. Each Eligible Director who is
eligible to hold Class B Common Stock also shall be granted an Additional
Option to purchase 22,500 shares of Class B Stock immediately after each of the
next four annual meeting of the Corporation's stockholders if the Eligible
Director continues to be an Eligible Director at such time. Each Eligible
Director on the Effective Date who is not eligible to hold Class B Common Stock
shall be granted an Initial Option to purchase 10,000 shares of Class A Stock
as of the Effective Date and each Eligible Director who is not eligible to hold
Class B Stock and whose Commencement of Service is after the Effective Date
shall be granted an Initial Option to purchase 10,000 shares of Class A Stock
as of such Eligible Director's Commencement of Service.

- 5 -
<PAGE> 8
8. VESTING OF OPTIONS

8.1 The Optionee may exercise the Option (subject to the
limitations on exercise set forth in this Plan or in the Option Agreement
relating to such Option), as follows: (i) as to Eligible Directors whose
Commencement of Service as a director is prior to July 1, 1996, the Option
shall be exercisable with respect to 100% of the number of shares specified in
Section 7 above on and after the Grant Date of the Option; and (ii) as to
Eligible Directors whose Commencement of Service as a director is after July 1,
1996, the Option shall be exercisable in respect of 33 1/3 percent of the
number of shares specified in Section 7 above on the first anniversary of the
Grant Date of the Option, as set forth in Section 7 above, and the Option shall
be exercisable in respect of an additional 33 1/3 percent of the number of
shares specified in Section 7 above on each of the next two anniversaries of
the Grant Date, as set forth in Section 7 above. The foregoing installments,
to the extent not exercised, shall accumulate and be exercisable, in whole or
in part, at any time and from time to time, after becoming exercisable and
prior to the termination of the Option; provided, that no single exercise of
the Option shall be for less than 100 shares, unless the number of shares
purchased is the total number at the time available for purchase under this
Option.

8.2 In the event of a "Change of Control", all non-vested
Options outstanding under the Plan shall become immediately exercisable. For
purposes of this Plan, "Change of Control" means:

(a) execution by the Corporation of an agreement for the
merger of the Corporation into or with another corporation, the result of which
would be that the stockholders of the Corporation at the time of execution of
such agreement would own less than 50% of the total equity of the corporation
surviving the merger; or

(b) the sale of assets of the Corporation having an
aggregate book value of 40% or more of the total book value of all assets of
the Corporation as shown on the then most recent annual audited financial
statement of the Corporation; or

(c) a change of control of a nature that would be
required to be reported in response to Item 5(f) of Schedule 14A of Regulation
14A promulgated under the Exchange Act, provided that, without limitation, such
a change of control shall be deemed to have occurred if (i) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing 50%
of the Corporation's then outstanding securities.

- 6 -
<PAGE> 9
9. OPTION PERIOD

An Option shall be exercisable only during the Option Period.
The Option Period shall commence when the Option first becomes exercisable and
shall end at the close of business on the Expiration Date.

10. TIMING AND METHOD OF EXERCISE

Subject to Sections 8 and 9 hereof, an Option that is
exercisable hereunder may be exercised by delivery to the Corporation on any
business day, at its principal office addressed to the attention of the
Administrator, of written notice of exercise, which notice shall specify the
number of shares for which the Option is being exercised, and shall be
accompanied by payment in full of the Option Price of the shares for which the
Option is being exercised. Payment of the Option Price for the shares of Stock
purchased pursuant to the exercise of an Option shall be made (a) in cash or by
certified check payable to the order of the Corporation; (b) through the tender
to the Corporation of shares of Stock, which shares shall be valued, for
purposes of determining the extent to which the Option Price has been paid
thereby, at their Fair Market Value on the date of exercise; or (c) by a
combination of the methods described in (a) and (b) hereof. Payment in full of
the Option Price need not accompany the written notice of exercise provided the
notice directs that the Stock certificate or certificates for the shares for
which the Option is exercised be delivered to a licensed broker acceptable to
the Corporation as the agent for the individual exercising the Option and, at
the time such Stock certificate or certificates are delivered, the broker
tenders to the Corporation cash (or cash equivalents acceptable to the
Corporation) equal to the Option Price plus the amount (if any) of federal
and/or other taxes which the Corporation may, in its judgment, be required to
withhold with respect to the exercise of the Option. An attempt to exercise
any Option granted hereunder other than as set forth above shall be invalid and
of no force and effect. Promptly after the exercise of an Option and the
payment in full of the Option Price of the shares of Stock covered thereby, the
individual exercising the Option shall be entitled to the issuance of a Stock
certificate or certificates evidencing such individual's ownership of such
shares.

11. SERVICE TERMINATION

Upon the termination of service (a "Service Termination") of
the Optionee in all capacities as an employee and/or director of the
Corporation and all of its affiliated companies, other than by reason of the
death or permanent and total disability of such Optionee, Optionee shall have
the right (subject to the general limitations on exercise set forth in Section
9 above), at any time within 60 days after such Service Termination and prior
to termination of the Option pursuant to Section 9 above, to exercise, in whole
or in part, any Option held by such Optionee

- 7 -
<PAGE> 10
at the date of such Service Termination, to the extent such Option was
exercisable immediately prior to such Service Termination.

12. RIGHTS IN THE EVENT OF DEATH OR DISABILITY

12.1. If an Optionee dies while in service as a director of
the Corporation, the executors or administrators or legatees or distributees of
such Optionee's estate shall have the right (subject to the general limitations
on exercise set forth in Section 9 above), at any time within 180 days after
the date of such Optionee's death and prior to termination of the Option
pursuant to Section 9 above, to exercise any Option held by such Optionee at
the date of such Optionee's death, whether or not such Option was exercisable
immediately prior to such Optionee's death.

12.2. If there is a Service Termination by reason of the
permanent and total disability of the Optionee, then such Optionee shall have
the right (subject to the general limitations on exercise set forth in Section
9 above), at any time within 180 days after such Service Termination and prior
to termination of the Option pursuant to Section 9 above, to exercise, in whole
or in part, any Option held by such Optionee at the date of such Service
Termination, whether or not such Option was exercisable immediately prior to
such Service Termination. Whether a Service Termination is to be considered by
reason of permanent and total disability for purposes of this Plan shall be
determined by the Board, which determination shall be final and conclusive.

13. NO STOCKHOLDER RIGHTS UNDER OPTION

Neither an Optionee nor any person entitled to exercise an
Optionee's rights in the event of an Optionee's death shall have any of the
rights of a stockholder with respect to the shares of Stock subject to an
Option except to the extent the certificates for such shares shall have been
issued upon the exercise of the Option.

14. CONTINUATION OF SERVICE

Nothing in the Plan shall confer upon any person any right to
continue as a member of the Board or interfere in any way with the right of the
Corporation to terminate such relationship.

15. STOCK OPTION AGREEMENT

Each Option granted pursuant to the Plan shall be evidenced by
a written Stock Option Agreement notifying the Optionee of the grant and

- 8 -
<PAGE> 11
incorporating the terms of the Plan. The Stock Option Agreement shall be
executed by the Corporation and the Optionee.

16. WITHHOLDING

The Corporation shall have the right to withhold, or require
an Optionee to remit to the Corporation, an amount sufficient to satisfy any
applicable federal, state or local withholding tax requirements imposed with
respect to exercise of Options. To the extent permissible under applicable
tax, securities and other laws, the Optionee may satisfy a tax withholding
requirement by directing the Corporation to apply shares of Stock to which the
Optionee is entitled as a result of the exercise of an Option to satisfy
withholding requirements under this Section 16.

17. NON-TRANSFERABILITY OF OPTIONS

Each Option granted pursuant to the Plan shall, during
Optionee's lifetime, be exercisable only by Optionee, and neither the Option
nor any right thereunder shall be transferable by the Optionee by operation of
law or otherwise other than by will or the laws of descent and distribution,
and shall not be pledged or hypothecated (by operation of law or otherwise) or
subject to execution, attachment or similar processes.

18. USE OF PROCEEDS

The proceeds received by the Corporation from the sale of
Stock pursuant to Options granted under the Plan shall constitute general funds
of the Corporation.

19. ADOPTION, AMENDMENT, SUSPENSION AND TERMINATION

19.1. The Plan shall be effective as of the date of
adoption by the Board, subject to stockholder approval of the Plan within one
year of the Effective Date by a majority of the votes cast at a duly held
meeting of the stockholders of the Corporation at which a quorum representing a
majority of all outstanding stock is present, either in person or by proxy, and
voting on the matter, or by written consent in accordance with applicable state
law and the Certificate of Incorporation and Bylaws of the Corporation
provided, however, that upon approval of the Plan by the stockholders of the
Corporation, all Options granted under the Plan on or after the Effective Date
shall be fully effective as if the stockholders of the Corporation had approved
the Plan on the Effective Date. If the stockholders fail to approve the Plan
within one year of the Effective Date, any Options granted hereunder shall be
null, void and of no effect.

- 9 -
<PAGE> 12
19.2. Subject to the limitation of Section 19.4 hereof, the
Board may at any time suspend or terminate the Plan, and may amend it from time
to time in such respects as the Board may deem advisable, which approval may be
made subject to approval by the Corporation's stockholders.

19.3. No Option may be granted during any suspension or
after the termination of the Plan, and no amendment, suspension or termination
of the Plan shall, without the Optionee's consent, alter or impair any rights
or obligations under any Stock Option Agreement previously entered into under
the Plan. The Plan shall terminate ten years after the Effective Date unless
previously terminated pursuant to Section 4.2 hereof or by the Board pursuant
to this Section 19.

19.4. Notwithstanding the provisions of Section 19.2
hereof, the Plan shall not be amended more than once in any six-month period
other than to comport with changes in the Code, the Employee Retirement Income
Security Act of 1974, or the rules promulgated thereunder.

20. SECURITIES LAWS

The Corporation shall not be required to sell or issue any
shares of Stock under any Option if the sale or issuance of such shares would
constitute a violation by the individual exercising the Option or the
Corporation of any provisions of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. Specifically in connection with the Securities Act, upon exercise
of any Option, unless a registration statement under the Securities Act is in
effect with respect to the shares of Stock covered by such Option, the
Corporation shall not be required to sell or issue such shares unless the
Administrator has received evidence satisfactory to the Administrator that the
holder of such Option may acquire such shares pursuant to an exemption from
registration under the Securities Act. Any determination in this connection by
the Administrator shall be final and conclusive. The Corporation may, but
shall in no event be obligated to, register any securities covered hereby
pursuant to the Securities Act. The Corporation shall not be obligated to take
any affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable unless and until the shares
of Stock covered by such Option are registered or are subject to an available
exemption from registration, the exercise of such Option (under circumstances
in which the laws of such jurisdiction apply) shall be deemed conditioned upon
the effectiveness of such registration or the availability of such an
exemption.

- 10 -
<PAGE> 13
21. INDEMNIFICATION

21.1. To the extent permitted by applicable law, the
Administrator shall be indemnified and held harmless by the Corporation against
and from any and all loss, cost, liability or expense that may be imposed upon
or reasonably incurred by the Administrator in connection with or resulting
from any claim, action, suit or proceeding to which the Administrator may be a
party or in which the Administrator may be involved by reason of any action
taken or failure to act under the Plan, and against and from any and all
amounts paid by the Administrator (with the Corporation's written approval) in
the settlement thereof, or paid by the Administrator in satisfaction of a
judgment in any such action, suit or proceeding except a judgment in favor of
the Corporation; subject, however, to the condition that upon the institution
of any claim, action, suit or proceeding against the Administrator, the
Administrator shall give the Corporation an opportunity in writing, at its own
expense, to handle and defend the same before the Administrator undertakes to
handle and defend it on the Administrator's own behalf. The foregoing right of
indemnification shall not be exclusive of any other right to which such person
may be entitled as a matter of law or otherwise, or any power the Corporation
may have to indemnify the Administrator or hold the Administrator harmless.

21.2. The Administrator and each officer and employee of
the Corporation shall be fully justified in reasonably relying or acting upon
any information furnished in connection with the administration of the Plan by
the Corporation or any employee of the Corporation. In no event shall any
person who is or shall have been the Administrator, or an officer or employee
of the Corporation, be liable for any determination made or other action taken
or any omission to act in reliance upon any such information, or for any action
(including furnishing of information) taken or any failure to act, if in good
faith.

23. GOVERNING LAW

The validity, interpretation and effect of the Plan, and the
rights of all persons hereunder, shall be governed by and determined in
accordance with the laws of Delaware, other than the choice of law rules
thereof.

The amendment and restatement of the Plan was duly adopted and
approved by the Board on August 26, 1996 and was duly approved by the
stockholders of the Corporation on August 26, 1996.

/s/ PETER A. DELISO
----------------------------------
Secretary

- 11 -

<PAGE> 1
EXHIBIT 10.14

LCC INTERNATIONAL, INC.

1996 EMPLOYEE STOCK OPTION PLAN
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
1. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1. Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2. No Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4. STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

6. EFFECTIVE DATE AND TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.1. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.2. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7. GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

8. LIMITATION ON INCENTIVE STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

9. OPTION AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

10. OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

11. TERM AND EXERCISE OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11.1. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11.2. Exercise by Optionee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11.3. Option Period and Limitations on Exercise . . . . . . . . . . . . . . . . . . . . . 6
11.4. Method of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

12. TRANSFERABILITY OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

13. TERMINATION OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

14. RIGHTS IN THE EVENT OF DEATH OR DISABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14.1. Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14.2. Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

15. USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

16. SECURITIES LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C>
17. EXCHANGE ACT: RULE 16b-3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17.1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17.2. Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17.3. Restriction on Transfer of Stock . . . . . . . . . . . . . . . . . . . . . . . . . 11

18. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

19. EFFECT OF CHANGES IN CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
19.1 Changes in Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
19.2. Reorganization With Corporation Surviving . . . . . . . . . . . . . . . . . . . . . 12
19.3. Other Reorganizations; Sale of Assets or Stock . . . . . . . . . . . . . . . . . . 13
19.4. Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
19.5. No Limitations on Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

20. WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

21. DISCLAIMER OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

22. NONEXCLUSIVITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

23. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

ii
<PAGE> 4
LCC INTERNATIONAL, INC.
1996 STOCK OPTION PLAN

LCC INTERNATIONAL, INC., a Delaware corporation (the
"Corporation"), sets forth herein the terms of the 1996 Employee Stock Option
Plan (the "Plan") as follows:

1. PURPOSE

The Plan is intended to advance the interests of the
Corporation by providing eligible individuals (as designated pursuant to
Section 5 hereof) an opportunity to acquire or increase a proprietary interest
in the Corporation, which thereby will create a stronger incentive to expend
maximum effort for the growth and success of the Corporation and its
subsidiaries and will encourage such eligible individuals to continue to
service the Corporation. Each stock option granted under the Plan is intended
to be an Incentive Stock Option within the meaning of Section 422 of the Code,
except (a) to the extent that any such Option would exceed the limitations set
forth in Section 8 hereof and (b) for Options specifically designated at the
time of grant as not being Incentive Stock Options.

2. DEFINITIONS

For purposes of interpreting the Plan and related documents
(including Option Agreements), the following definitions shall apply:

2.1 "Affiliate" means LCC International, Inc. and
any company or other trade or business that is controlled by or under common
control with the Corporation, (determined in accordance with the principles of
Section 414(b) and 414(c) of the Code and the regulations thereunder) or is an
affiliate of the Corporation within the meaning of Rule 405 of Regulation C
under the 1933 Act.

2.2 "Board" means the Board of Directors of the
Corporation.

2.3 "Cause" means, unless otherwise defined in an
Option Agreement, (i) gross negligence or willful misconduct in connection with
the performance of duties; (ii) conviction of a criminal offense (other than
minor traffic offenses); or (iii) material breach of any term of any
employment, confidentiality, intellectual property or non-competition
agreements, if any, between Optionee and the Corporation.

2.4 "Code" means the Internal Revenue Code of
1986, as now in effect or as hereafter amended.

<PAGE> 5
2.5 "Committee" means the Compensation and Stock
Option Committee of the Board which must consist of no fewer than two members
of the Board and shall be appointed by the Board.

2.6 "Corporation" means LCC International, Inc.

2.7 "Effective Date" means the date of adoption
of the Plan by the Board.

2.8 "Employer" means LCC International, Inc. or
other Affiliate which employs the designated recipient of an Option.

2.9 "Exchange Act" means the Securities Exchange
Act of 1934, as now in effect or as hereafter amended.

2.10 "Fair Market Value" means the value of each
share of Stock subject to the Plan determined as follows: if on the Grant Date
or other determination date the shares of Stock are listed on an established
national or regional stock exchange, are admitted to quotation on the National
Association of Securities Dealers Automated Quotation System, or are publicly
traded on an established securities market, the Fair Market Value of the shares
of Stock shall be the closing price of the shares of Stock on such exchange or
in such market (the highest such closing price if there is more than one such
exchange or market) on the trading day immediately preceding the Grant Date or
such other determination date (or if there is no such reported closing price,
the Fair Market Value shall be the mean between the highest bid and lowest
asked prices or between the high and low sale prices on such trading day) or,
if no sale of the shares of Stock is reported for such trading day, on the next
preceding day on which any sale shall have been reported. If the shares of
Stock are not listed on such an exchange, quoted on such System or traded on
such a market, Fair Market Value shall be determined by the Board in good
faith.

2.11 "Grant Date" means the later of (i) the date
as of which the Committee approves the grant and (ii) the date as of which the
Optionee and the Corporation or Affiliate enter the relationship resulting in
the Optionee being eligible for grants.

2.12 "Incentive Stock Option" means an "incentive
stock option" within the meaning of section 422 of the Code.

2.13 "Option" means an option to purchase one or
more shares of Stock pursuant to the Plan.

2.14 "Option Agreement" means the written
agreement evidencing the grant of an Option hereunder.

2
<PAGE> 6
2.15 "Optionee" means a person who holds an
Option under the Plan.

2.16 "Option Period" means the period during
which Options may be exercised as defined in Section 11.

2.17 "Option Price" means the purchase price for
each share of Stock subject to an Option.

2.18 "Plan" means the LCC International, Inc. 1996
Employee Stock Option Plan.

2.19 "Publicly Traded" means the Stock is listed
on an established national or regional stock exchange or is admitted to
quotation on the National Association of Securities Dealers Automated Quotation
System, or is publicly traded in an established securities market.

2.20 "1933 Act" means the Securities Act of 1933,
as now in effect or as hereafter amended.

2.21 "Stock" mean the shares of Class A common
stock, par value $.01 per share, of the Corporation.

2.22 "Subsidiary" means any "subsidiary
corporation" of the Corporation within the meaning of Section 425(f) of the
Code.

3. ADMINISTRATION

3.1. COMMITTEE

The Plan shall be administered by the Committee appointed by
the Board, which shall have the full power and authority to take all actions
and to make all determinations required or provided for under the Plan or any
Option granted or Option Agreement entered into hereunder and all such other
actions and determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Committee to be necessary or appropriate
to the administration of the Plan or any Option granted or Option Agreement
entered into hereunder. The interpretation and construction by the Committee
of any provision of the Plan or of any Option granted or Option Agreement
entered into hereunder shall be final and conclusive.

3.2. NO LIABILITY

No member of the Board or of the Committee shall be liable for
any action or determination made, or any failure to take or make an action or

3
<PAGE> 7
determination, in good faith with respect to the Plan or any Option granted or
Option Agreement entered into hereunder.

4. STOCK

The stock that may be issued pursuant to Options granted under
the Plan shall be Stock, which shares may be treasury shares or authorized but
unissued shares. The number of shares of Stock that may be issued pursuant to
Options granted under the Plan shall not exceed in the aggregate 3,224,000
shares of Stock, which number of shares is subject to adjustment as provided in
Section 19 hereof. If any Option expires, terminates or is terminated for any
reason prior to exercise in full, the shares of Stock that were subject to the
unexercised portion of such Option shall be available for future Options
granted under the Plan.

5. ELIGIBILITY

Options may be granted under the Plan to (i) any officer or
key employee of the Corporation, any Subsidiary or any Affiliate (including any
such officer or key employee who is also a director of the Corporation, any
Subsidiary or any Affiliate) or (ii) any other individual whose participation
in the Plan is determined to be in the best interests of the Corporation by the
Committee. An individual may hold more than one Option, subject to such
restrictions as are provided herein.

6. EFFECTIVE DATE AND TERM

6.1. EFFECTIVE DATE

The Plan shall become effective as of the date of adoption by
the Board, subject to stockholders' approval of the Plan within one year of
such effective date by a majority of the votes cast at a duly held meeting of
the stockholders of the Corporation at which a quorum representing a majority
of all outstanding stock is present, either in person or by proxy, and voting
on the matter, or by written consent in accordance with applicable state law
and the Certificate of Incorporation and By-Laws of the Corporation and in a
manner that satisfies the requirements of Rule 16b-3(b) of the Exchange Act;
provided, however, that upon approval of the Plan by the stockholders of the
Corporation, all Options granted under the Plan on or after the effective date
shall be fully effective as if the stockholders of the Corporation had approved
the Plan on the effective date. If the stockholders fail to approve the Plan
within one year of such effective date, any Options granted hereunder shall be
null, void and of no effect.

4
<PAGE> 8
6.2. TERM

The Plan shall terminate on the date 10 years after the
effective date.

7. GRANT OF OPTIONS

Subject to the terms and conditions of the Plan, the Committee
may, at any time and from time to time prior to the date of termination of the
Plan, grant to such eligible individuals as the Committee may determine Options
to purchase such number of shares of Stock on such terms and conditions as the
Committee may determine, including any terms or conditions which may be
necessary to qualify such Options as Incentive Stock Options. Without limiting
the foregoing, the Committee may at any time, with the consent of the Optionee,
amend the terms of outstanding Options or issue new Options in exchange for the
surrender and cancellation of outstanding Options. The date on which the
Committee approves the grant of an Option (or such later date as is specified
by the Committee) shall be considered the date on which such Option is granted.
The maximum number of shares of Stock subject to Options that can be awarded
under the Plan to any person is 1,000,000 shares.

8. LIMITATION ON INCENTIVE STOCK OPTIONS

An Option (other than an Option described in Section 1 hereof)
shall constitute an Incentive Stock Option only to the extent that the
aggregate fair market value (determined at the time the Option is granted) of
the Stock with respect to which Incentive Stock Options are exercisable for the
first time by any Optionee during any calendar year (under the Plan and all
other plans of the Optionee's employer corporation and its parent and
subsidiary corporations within the meaning of Section 422(d) of the Code) does
not exceed $100,000. This limitation shall be applied by taking Options into
account in the order in which such Options were granted.

9. OPTION AGREEMENTS

All Options granted pursuant to the Plan shall be evidenced by
written agreements to be executed by the Corporation and the Optionee, in such
form or forms as the Committee shall from time to time determine. Option
Agreements covering Options granted from time to time or at the same time need
not contain similar provisions; provided, however, that all such Option
Agreements shall comply with all terms of the Plan.

5
<PAGE> 9
10. OPTION PRICE

The purchase price of each share of Stock subject to an Option
shall be fixed by the Committee and stated in each Option Agreement. In the
case of an Option that is intended to constitute an Incentive Stock Option, the
Option Price shall be not less than the greater of par value or 100 percent of
the fair market value of a share of the Stock covered by the Option on the date
the Option is granted (as determined in good faith by the Committee); provided,
however, that in the event the Optionee would otherwise be ineligible to
receive an Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to stock ownership of more than 10
percent), the Option Price of an Option which is intended to be an Incentive
Stock Option shall be not less than the greater of par value or 110 percent of
the fair market value of a share of the Stock covered by the Option at the time
such Option is granted. In the case of an Option not intended to constitute
an Incentive Stock Option, the Option Price shall be not less than the par
value of a share of the Stock covered by the Option on the date the Option is
granted (as determined in good faith by the Committee).

11. TERM AND EXERCISE OF OPTIONS

11.1. TERM

Each Option granted under the Plan shall terminate and all
rights to purchase shares thereunder shall cease upon the expiration of 10
years from the date such Option is granted, or on such date prior thereto as
may be fixed by the Committee and stated in the Option Agreement relating to
such Option; provided, however, that in the event the Optionee would otherwise
be ineligible to receive an Incentive Stock Option by reason of the provisions
of Sections 422(b)(6) and 424(d) of the Code (relating to stock ownership of
more than 10 percent), an Option granted to such Optionee which is intended to
be an Incentive Stock Option shall in no event be exercisable after the
expiration of five years from the date it is granted.

11.2. EXERCISE BY OPTIONEE

Only the Optionee receiving an Option (or, in the event of the
Optionee's legal incapacity or incompetency, the Optionee's guardian or legal
representative, and in the case of the Optionee's death, the Optionee's estate)
may exercise the Option.

11.3. OPTION PERIOD AND LIMITATIONS ON EXERCISE

Each Option granted under the Plan shall be exercisable in
whole or in part at any time and from time to time over a period commencing on
or after the date of grant of the Option and ending upon the expiration or
termination of the

6
<PAGE> 10
Option, as the Committee shall determine and set forth in the Option Agreement
relating to such Option. Without limitation of the foregoing, the Committee,
subject to the terms and conditions of the Plan, may in its sole discretion
provide that an Option may not be exercised in whole or in part for any period
or periods of time during which such Option is outstanding as the Committee
shall determine and set forth in the Option Agreement relating to such Option.
Any such limitation on the exercise of an Option contained in any Option
Agreement may be rescinded, modified or waived by the Committee, in its sole
discretion, at any time and from time to time after the date of grant of such
Option. Notwithstanding any other provisions of the Plan, no Option shall be
exercisable in whole or in part prior to the date the Plan is approved by the
stockholders of the Corporation as provided in Section 6.1 hereof.

11.4. METHOD OF EXERCISE

An Option that is exercisable hereunder may be exercised by
delivery to the Corporation on any business day, at its principal office
addressed to the attention of the Committee, of written notice of exercise,
which notice shall specify the number of shares for which the Option is being
exercised, and shall be accompanied by payment in full of the Option Price of
the shares for which the Option is being exercised. Payment of the Option
Price for the shares of Stock purchased pursuant to the exercise of an Option
shall be made, as determined by the Committee and set forth in the Option
Agreement pertaining to an Option, (a) in cash or by certified check payable to
the order of the Corporation; (b) through the tender to the Corporation of
shares of Stock, which shares shall be valued, for purposes of determining the
extent to which the Option Price has been paid thereby, at their Fair Market
Value on the date of exercise; or (c) by a combination of the methods described
in Sections 11.4(a) and 11.4(b) hereof; provided, however, that the Committee
may in its discretion impose and set forth in the Option Agreement pertaining
to an Option such limitations or prohibitions on the use of shares of Stock to
exercise Options as it deems appropriate. Payment in full of the Option Price
need not accompany the written notice of exercise provided the notice directs
that the Stock certificate or certificates for the shares for which the Option
is exercised be delivered to a licensed broker acceptable to the Corporation as
the agent for the individual exercising the Option and, at the time such Stock
certificate or certificates are delivered, the broker tenders to the
Corporation cash (or cash equivalents acceptable to the Corporation) equal to
the Option Price plus the amount (if any) of federal and/or other taxes which
the Corporation may, in its judgment, be required to withhold with respect to
the exercise of the Option. An attempt to exercise any Option granted
hereunder other than as set forth above shall be invalid and of no force and
effect. Promptly after the exercise of an Option and the payment in full of
the Option Price of the shares of Stock covered thereby, the individual
exercising the Option shall be entitled to the issuance of a Stock certificate
or certificates evidencing such individual's ownership of such shares. A

7
<PAGE> 11
separate Stock certificate or certificates shall be issued for any shares
purchased pursuant to the exercise of an Option which is an Incentive Stock
Option, which certificate or certificates shall not include any shares which
were purchased pursuant to the exercise of an Option which is not an Incentive
Stock Option. An individual holding or exercising an Option shall have none of
the rights of a stockholder until the shares of Stock covered thereby are fully
paid and issued to such individual and, except as provided in Section 19
hereof, no adjustment shall be made for dividends or other rights for which the
record date is prior to the date of such issuance.

12. TRANSFERABILITY OF OPTIONS

No Option shall be assignable or transferable by the Optionee
to whom it is granted, other than by will or the laws of descent and
distribution.

13. TERMINATION OF EMPLOYMENT

Upon the termination of the employment of an Optionee with the
Corporation, a Subsidiary or an Affiliate, other than by reason of the death or
"permanent and total disability" (within the meaning of Section 22(e) (3) of
the Code) of such Optionee or for Cause, any Option granted to an Optionee
pursuant to the Plan shall continue to be exercisable only to the extent that
it was exercisable immediately before such termination; provided, however, such
Option shall terminate thirty days after the date of such termination of
employment, unless earlier terminated pursuant to Section 11.1 hereof, and such
Optionee shall have no further right to purchase shares of Stock pursuant to
such Option; and provided further, that the Committee may provide, by inclusion
of appropriate language in any Option Agreement, that an Optionee may (subject
to the general limitations on exercise set forth in Section 11.3 hereof), in
the event of termination of employment of the Optionee with the Corporation, a
Subsidiary or an Affiliate, exercise an Option, in whole or in part, at any
time subsequent to such termination of employment and prior to termination of
the Option pursuant to Section 11.1 hereof, either subject to or without regard
to any installment limitation on exercise imposed pursuant to Section 11.3
hereof, as the Committee, in its sole and absolute discretion, shall determine
and set forth in the Option Agreement. Upon the termination of the employment
of an Optionee with the Corporation, a Subsidiary or an Affiliate for Cause,
any Option granted to an Optionee pursuant to the Plan shall terminate and such
Optionee shall have no further right to purchase shares of Stock pursuant to
such Option; and provided however, that the Committee may provide, by inclusion
of appropriate language in any Option Agreement, that an Optionee may (subject
to the general limitations on exercise set forth in Section 11.3 hereof), in
the event of termination of employment of the Optionee with the Corporation, a
Subsidiary or an Affiliate for Cause, exercise an Option, in whole or in part,
at any time subsequent to such termination of employment and prior to

8
<PAGE> 12
termination of the Option pursuant to Section 11.1 hereof, either subject to or
without regard to any installment limitation on exercise imposed pursuant to
Section 11.3 hereof, as the Committee, in its sole and absolute discretion,
shall determine and set forth in the Option Agreement. Whether a leave of
absence or leave on military or government service shall constitute a
termination of employment for purposes of the Plan shall be determined by the
Committee, which determination shall be final and conclusive. For purposes of
the Plan, a termination of employment with the Corporation or a Subsidiary
shall not be deemed to occur if the Optionee is immediately thereafter employed
with the Corporation or any other Subsidiary.

14. RIGHTS IN THE EVENT OF DEATH OR DISABILITY

14.1. DEATH

If an Optionee dies while employed by the Corporation, a
Subsidiary or an Affiliate or within the period following the termination of
employment during which the Option is exercisable under Section 13 or 14.2
hereof, the executors, administrators, legatees or distributees of such
Optionee's estate shall have the right (subject to the general limitations on
exercise set forth in Section 11.3 hereof), at any time within 180 days after
the date of such Optionee's death and prior to termination of the Option
pursuant to Section 11.1 hereof, to exercise, in whole or in part, any Option
held by such Optionee at the date of such Optionee's death, to the extent such
Option was exercisable immediately prior to such Optionee's death; provided,
however, that the Committee may provide by inclusion of appropriate language in
any Option Agreement that, in the event of the death of an Optionee, the
executors, administrators, legatees or distributees of such Optionee's estate
may exercise an Option (subject to the general limitations on exercise set
forth in Section 11.3 hereof), in whole or in part, at any time subsequent to
such Optionee's death and prior to termination of the Option pursuant to
Section 11.1 hereof, either subject to or without regard to any installment
limitation on exercise imposed pursuant to Section 11.3 hereof, as the
Committee, in its sole and absolute discretion, shall determine and set forth
in the Option Agreement.

14.2. DISABILITY

If an Optionee terminates employment with the Corporation, a
Subsidiary or an Affiliate by reason of the "permanent and total disability"
(within the meaning of Section 22(e) (3) of the Code) of such Optionee, then
such Optionee shall have the right (subject to the general limitations on
exercise set forth in Section 11.3 hereof), at any time within 180 days after
such termination of employment and prior to termination of the Option pursuant
to Section 11.1 hereof, to exercise, in whole or in part, any Option held by
such Optionee at the date of such termination of employment, to the extent such
Option was exercisable

9
<PAGE> 13
immediately prior to such termination of employment; provided, however, that
the Committee may provide, by inclusion of appropriate language in any Option
Agreement, that an Optionee may (subject to the general limitations on exercise
set forth in Section 11.3 hereof), in the event of the termination of
employment of the Optionee with the Corporation or a Subsidiary by reason of
the "permanent and total disability" (within the meaning of Section 22(e)(3) of
the Code) of such Optionee, exercise an Option, in whole or in part, at any
time subsequent to such termination of employment and prior to termination of
the Option pursuant to Section 11.1 hereof, either subject to or without regard
to any installment limitation on exercise imposed pursuant to Section 11.3
hereof, as the Committee, in its sole and absolute discretion, shall determine
and set forth in the Option Agreement. Whether a termination of employment is
to be considered by reason of "permanent and total disability" for purposes of
the Plan shall be determined by the Committee, which determination shall be
final and conclusive.

15. USE OF PROCEEDS

The proceeds received by the Corporation from the sale of
Stock pursuant to Options granted under the Plan shall constitute general funds
of the Corporation.

16. SECURITIES LAWS

The Corporation shall not be required to sell or issue any
shares of Stock under any Option if the sale or issuance of such shares would
constitute a violation by the individual exercising the Option or by the
Corporation of any provisions of any law or regulation of any governmental
authority, including, without limitation, any federal or state securities laws
or regulations. If at any time the Corporation shall determine, in its
discretion, that the listing, registration or qualification of any shares
subject to the Option upon any securities exchange or under any state or
federal law, or the consent of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, the issuance or purchase of
shares, the Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Corporation,
and any delay caused thereby shall in no way affect the date of termination of
the Option. Specifically in connection with the Securities Act, upon exercise
of any Option, unless a registration statement under the Securities Act is in
effect with respect to the shares of Stock covered by such Option, the
Corporation shall not be required to sell or issue such shares unless the
Corporation has received evidence satisfactory to the Corporation that the
Optionee may acquire such shares pursuant to an exemption from registration
under the Securities Act. Any determination in this connection by the
Corporation shall be final and conclusive. The Corporation may, but shall in
no event be obligated to, register any securities covered hereby

10
<PAGE> 14
pursuant to the Securities Act. The Corporation shall not be obligated to take
any affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable unless and until the shares
of Stock covered by such Option are registered or are subject to an available
exemption from registration, the exercise of such Option (under circumstances
in which the laws of such jurisdiction apply) shall be deemed conditioned upon
the effectiveness of such registration or the availability of such an
exemption.

17. EXCHANGE ACT: RULE 16B-3

17.1. GENERAL

The Plan is intended to comply with Rule 16b-3 ("Rule 16b-3")
(and any successor thereto) under the Exchange Act. Any provision inconsistent
with Rule 16b-3 shall, to the extent permitted by law and determined to be
advisable by the Committee (constituted in accordance with Section 17.2
hereof), be inoperative and void.

17.2. COMPENSATION COMMITTEE

The Committee appointed in accordance with Section 3.1 hereof
shall consist of not fewer than two members of the Board each of whom shall
qualify (at the time of appointment to the Committee and during all periods of
service on the Committee) in all respects as a "non-employee director" as
defined in Rule 16b-3.

17.3. RESTRICTION ON TRANSFER OF STOCK

No director, officer or other "insider" of the Corporation
subject to Section 16 of the Exchange Act shall be permitted to sell Stock
(which such "insider" had received upon exercise of an Option) during the six
months immediately following the grant of such Option.

18. AMENDMENT AND TERMINATION

The Board may, at any time and from time to time, amend,
suspend or terminate the Plan as to any shares of Stock as to which Options
have not been granted; provided, however, that no amendment by the Board shall,
without approval by a majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a majority of
all outstanding stock is present, either in person or by proxy, and voting on
the amendment, or by written consent in accordance with applicable state law
and the Certificate of Incorporation

11
<PAGE> 15
and By-Laws of the Corporation, materially change the requirements as to
eligibility to receive Options or increase the maximum number of shares of
Stock in the aggregate that may be sold pursuant to Options granted under the
Plan (except as permitted under Section 19 hereof). The Corporation also may
retain the right in an Option Agreement to cause a forfeiture of the shares or
gain realized by an Optionee on account of the Optionee taking actions in
"competition with the Corporation," as defined in the applicable Option
Agreement. Furthermore, the Corporation may, in the Option Agreement, retain
the right to annul the grant of an Option if the holder of such grant was an
employee of the Corporation or a Subsidiary and is terminated "for cause," as
defined in the applicable Option Agreement. Except as permitted under Section
19 hereof, no amendment, suspension or termination of the Plan shall, without
the consent of the Optionee, alter or impair rights or obligations under any
Option theretofore granted under the Plan.

19. EFFECT OF CHANGES IN CAPITALIZATION

19.1 CHANGES IN STOCK

If the number of outstanding shares of Stock is increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other
increase or decrease in such shares effected without receipt of consideration
by the Corporation, occurring after the effective date of the Plan, a
proportionate and appropriate adjustment shall be made by the Corporation in
the number and kind of shares for which Options are outstanding, so that the
proportionate interest of the Optionee immediately following such event shall,
to the extent practicable, be the same as immediately prior to such event. Any
such adjustment in outstanding Options shall not change the aggregate Option
Price payable with respect to shares subject to the unexercised portion of the
Option outstanding but shall include a corresponding proportionate adjustment
in the Option Price per share.

19.2. REORGANIZATION WITH CORPORATION SURVIVING

Subject to Section 19.3 hereof, if the Corporation shall be
the surviving entity in any reorganization, merger or consolidation of the
Corporation with one or more other entities, any Option theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Option would have been
entitled immediately following such reorganization, merger or consolidation,
with a corresponding proportionate adjustment of the Option Price per share so
that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining

12
<PAGE> 16
subject to the Option immediately prior to such reorganization, merger or
consolidation.

19.3. OTHER REORGANIZATIONS; SALE OF ASSETS OR STOCK

Upon the dissolution or liquidation of the Corporation, or
upon a merger, consolidation or reorganization of the Corporation with one or
more other entities in which the Corporation is not the surviving entity, or
upon a sale of substantially all of the assets of the Corporation to another
entity, or upon any transaction (including, without limitation, a merger or
reorganization in which the Corporation is the surviving entity) approved by
the Board that results in any person or entity (other than persons who are
holders of stock of the Corporation at the time the Plan is approved by the
Stockholders and other than an Affiliate) owning 80 percent or more of the
combined voting power of all classes of stock of the Corporation, the Plan and
all Options outstanding hereunder shall terminate, except to the extent
provision is made in connection with such transaction for the continuation of
the Plan and/or the assumption of the Options theretofore granted, or for the
substitution for such Options of new options covering the stock of a successor
entity, or a parent or subsidiary thereof, with appropriate adjustments as to
the number and kinds of shares and exercise prices, in which event the Plan and
Options theretofore granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan, each Optionee
shall have the right (subject to the general limitations on exercise set forth
in Section 11.3 hereof and except as otherwise specifically provided in the
Option Agreement relating to such Option), immediately prior to the occurrence
of such termination and during such period occurring prior to such termination
as the Committee in its sole discretion shall designate, to exercise such
Option in whole or in part, to the extent such Option was otherwise exercisable
at the time such termination occurs, but subject to any additional provisions
that the Committee may, in its sole discretion, include in any Option
Agreement. The Committee shall send written notice of an event that will
result in such a termination to all Optionees not later than the time at which
the Corporation gives notice thereof to its stockholders.

19.4. ADJUSTMENTS

Adjustments under this Section 19 relating to stock or
securities of the Corporation shall be made by the Committee, whose
determination in that respect shall be final and conclusive. No fractional
shares of Stock or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or
unit.

13
<PAGE> 17
19.5. NO LIMITATIONS ON CORPORATION

The grant of an Option pursuant to the Plan shall not affect
or limit in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

20. WITHHOLDING

The Corporation or a Subsidiary may be obligated to withhold
federal and local income taxes and Social Security taxes to the extent that an
Optionee realizes ordinary income in connection with the exercise of an Option.
The Corporation or a Subsidiary may withhold amounts needed to cover such taxes
from payments otherwise due and owing to an Optionee, and upon demand the
Optionee will promptly pay to the Corporation or a Subsidiary having such
obligation any additional amounts as may be necessary to satisfy such
withholding tax obligation. Such payment shall be made in cash or cash
equivalents.

21. DISCLAIMER OF RIGHTS

No provision in the Plan or in any Option granted or Option
Agreement entered into pursuant to the Plan shall be construed to confer upon
any individual the right to remain in the employ of the Corporation or any
Subsidiary, or to interfere in any way with the right and authority of the
Corporation or any Subsidiary either to increase or decrease the compensation
of any individual at any time, or to terminate any employment or other
relationship between any individual and the Corporation or any Subsidiary. The
obligation of the Corporation to pay any benefits pursuant to the Plan shall be
interpreted as a contractual obligation to pay only those amounts described
herein, in the manner and under the conditions prescribed herein. The Plan
shall in no way be interpreted to require the Corporation to transfer any
amounts to a third party trustee or otherwise hold any amounts in trust or
escrow for payment to any participant or beneficiary under the terms of the
Plan.

22. NONEXCLUSIVITY

Neither the adoption of the Plan nor the submission of the
Plan to the stockholders of the Corporation for approval shall be construed as
creating any limitations upon the right and authority of the Board to adopt
such other incentive compensation arrangements (which arrangements may be
applicable either generally to a class or classes of individuals or
specifically to a particular individual or individuals) as the Board in its
discretion determines desirable, including, without limitation, the granting of
stock options otherwise than under the Plan.

14
<PAGE> 18
23. GOVERNING LAW.

This Plan and all Options to be granted hereunder shall be
governed by the laws of the State of Delaware (but not including the choice of
law rules thereof).

The Plan was duly adopted and approved by the Board on
August 26, 1996 and was duly approved by the stockholders of the Corporation on
August 26, 1996.

/s/ PETER A. DELISO
------------------------------------------

Secretary

<PAGE> 1
Exhibit 10.15

LCC INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
1. SHARES SUBJECT TO THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

4. ELIGIBLE EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

5. PARTICIPATION IN THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

6. PAYROLL DEDUCTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

7. RIGHTS TO PURCHASE CLASS A COMMON STOCK; PURCHASE PRICE. . . . . . . . . . . . . . . . . . . 2

8. TIMING OF PURCHASE; PURCHASE LIMITATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

9. ISSUANCE OF STOCK CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

10. WITHHOLDING OF TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

11. ACCOUNT STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

12. PARTICIPATION ADJUSTMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

13. CHANGES IN ELECTIONS TO PURCHASE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

14. VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE. . . . . . . . . . . . . . . . . . . . . . 5

15. RETIREMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

16. LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR DISABILITY. . . . . . . . . . . . . . . . . . . . . 6

17. DEATH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

18. FAILURE TO MAKE PERIODIC CASH PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 8

19. TERMINATION OF PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

20. ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>

- i -
<PAGE> 3
<TABLE>
<S> <C>
21. APPLICATION OF FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

22. NO RIGHT TO CONTINUED EMPLOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

23. AMENDMENT OF PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

24. EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . 9

25. EFFECT OF CHANGES IN CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

(a) Changes in Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

(b) Reorganization in Which the Company Is the Surviving Corporation. . . . . . . . . 10

(c) Reorganization in Which the Company Is Not the Surviving Corporation
or Sale of Assets or Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 10

(d) Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

(e) No Limitations on Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

26. GOVERNMENTAL REGULATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

27. STOCKHOLDER RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

28. RULE 16B-3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

29. PAYMENT OF PLAN EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>

- ii -
<PAGE> 4
LCC INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors of LCC International, Inc. (the "Company") has
adopted this Employee Stock Purchase Plan (the "Plan") to enable eligible
employees of the Company and its participating Affiliates (as defined below),
through payroll deductions, to purchase shares of the Company's Class A common
stock, par value $0.01 per share (the "Class A Common Stock"). The Plan is for
the benefit of the employees of LCC International, Inc. and any participating
Affiliates. The Plan is intended to benefit the Company by increasing the
employees' interest in the Company's growth and success and encouraging
employees to remain in the employ of the Company or its participating
Affiliates. The provisions of the Plan are set forth below:

1. SHARES SUBJECT TO THE PLAN.

Subject to adjustment as provided in Section 25 below, the aggregate
number of shares of Class A Common Stock that may be made available for
purchase by participating employees under the Plan is 360,000. The shares
issuable under the Plan may, in the discretion of the Board of Directors of the
Company (the "Board"), be either authorized but unissued shares or treasury
shares.

2. ADMINISTRATION.

The Plan shall be administered under the direction of the Compensation
Committee of the Board (the "Committee"). No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan.

3. INTERPRETATION.

It is intended that the Plan will meet the requirements for an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code
of 1986 (the "Code"), and it is to be so applied and interpreted. Subject to
the express provisions of the Plan, the Committee shall have authority to
interpret the Plan, to prescribe, amend and rescind rules relating to it, and
to make all other determinations necessary or advisable in administering the
Plan, all of which determinations will be final and binding upon all persons.

4. ELIGIBLE EMPLOYEES.

Any employee of the Company or any of its participating Affiliates may
participate in the Plan, except the following, who are ineligible to
participate: (a) an employee who has been employed by the Company or any of
its participating Affiliates for less than six months as of the beginning of a
Payroll Deduction Period;

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<PAGE> 5
(b) an employee whose customary employment is for less than five months in any
calendar year; (c) an employee whose customary employment is 20 hours or less
per week; and (d) an employee who, after exercising his or her rights to
purchase shares under the Plan, would own shares of Class A Common Stock
(including shares 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. The term "participating Affiliate" means any
company or other trade or business that is a subsidiary of the Company
(determined in accordance with the principles of Sections 424(e) and (f) of the
Code and the regulations thereunder). The Board may at any time in its sole
discretion, if it deems it advisable to do so, terminate the participation of
the employees of a particular participating Affiliate.

5. PARTICIPATION IN THE PLAN.

An eligible employee may become a participating employee in the Plan
by completing an election to participate in the Plan on a form provided by the
Company and submitting that form to the Payroll Department of the Company. The
form will authorize payroll deductions (as provided in Section 6 below) and
authorize the purchase of shares of Class A Common Stock for the employee's
account in accordance with the terms of the Plan. Enrollment will become
effective upon the first day of the first Payroll Deduction Period.

6. PAYROLL DEDUCTIONS.

At the time an eligible employee submits his or her election to
participate in the Plan (as provided in Section 5 above), the employee shall
elect to have deductions made from his or her pay, on each pay day following
his or her enrollment in the Plan, and for as long as he or she shall
participate in the Plan. The deductions will be credited to the participating
employee's account under the 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 in accordance with Sections 13 through 19 below.

7. RIGHTS TO PURCHASE CLASS A COMMON STOCK; PURCHASE PRICE.

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 of each share of Class A Common Stock
(the "Purchase Price") shall be determined by the Committee; provided, however,
the Purchase Price shall not be less than the lesser of 85 percent of the fair
market value of the Class A Common Stock (i) on the first trading day of the
Payroll Deduction Period or (ii) on the last trading day of such Payroll
Deduction Period; provided, further, that in no event shall the Purchase Price
be less than the par value of the Class A

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<PAGE> 6
Common Stock. For purposes of the Plan, "fair market value" means the value of
each share of Class A Common Stock subject to the Plan determined as follows:
if on the determination date the shares of Class A Common Stock are listed on
an established national or regional stock exchange, are admitted to quotation
on the National Association of Securities Dealers Automated Quotation System,
or are publicly traded on an established securities market, the fair market
value of the shares of Class A Common Stock shall be the closing price of the
shares of Class A Common Stock on such exchange or in such market (the highest
such closing price if there is more than one such exchange or market) on the
trading day immediately preceding the determination date (or if there is no
such reported closing price, the fair market value shall be the mean between
the highest bid and lowest asked prices or between the high and low sale prices
on such trading day) or, if no sale of the shares of Class A Common Stock is
reported for such trading day, on the next preceding day on which any sale
shall have been reported. If the shares of Class A Common Stock are not listed
on such an exchange, quoted on such System or traded on such a market, fair
market value shall be determined by the Board in good faith.

8. TIMING OF PURCHASE; PURCHASE LIMITATION.

Unless a participating employee has given prior written notice
terminating such employee's participation in the Plan, or the employee's
participation in the Plan has otherwise been terminated as provided in Sections
14 through 19 below, such employee will be deemed to have exercised
automatically his or her right to purchase Class A Common Stock on the last
trading day of the Payroll Deduction Period (except as provided in Section 13
below) for the number of shares of Class A Common Stock which the accumulated
funds in the employee's account at that time will purchase at the Purchase
Price, subject to the participation adjustment provided for in Section 12 below
and subject to adjustment under Section 25 below. Notwithstanding any other
provision of the Plan, no employee may purchase in any one calendar year under
the Plan and all other "employee stock purchase plans" of the Company and its
participating Affiliates shares of Class A Common Stock having an aggregate
fair market value in excess of $25,000, determined as of the first trading date
of the Payroll Deduction Period as to shares purchased during such period.
Effective upon the last trading day of the Payroll Deduction Period, a
participating employee will become a stockholder with respect to the shares
purchased during such period, and will thereupon have all dividend, voting and
other ownership rights incident thereto. Notwithstanding the foregoing, no
shares shall be sold pursuant to the Plan unless the Plan is approved by the
Company's stockholders in accordance with Section 24 below.

9. ISSUANCE OF STOCK CERTIFICATES.

On the last trading day of the Payroll Deduction Period, a
participating employee will be credited with the number of shares of Class A
Common Stock purchased for his or her account under the Plan during such
Payroll Deduction

- 3 -
<PAGE> 7
Period. Shares purchased under the Plan will be held in the custody of an
agent (the "Agent") appointed by the Board of Directors. The Agent may hold
the shares purchased under the Plan in stock certificates in nominee names and
may commingle shares held in its custody in a single account or stock
certificate without identification as to individual participating employees. A
participating employee may, at any time following his or her purchase of shares
under the Plan, by written notice instruct the Agent to have all or part of
such shares reissued in the participating employee's own name and have the
stock certificate delivered to the employee.

10. WITHHOLDING OF TAXES.

To the extent that a participating employee realizes ordinary income
in connection with a sale or other transfer of any shares of Class A Common
Stock purchased under the Plan, the Company may withhold amounts needed to
cover such taxes from any payments otherwise due and owing to the participating
employee or from shares that would otherwise be issued to the participating
employee hereunder. Any participating employee who sells or otherwise
transfers shares purchased under the Plan within two years after the beginning
of the Payroll Deduction Period in which the shares were purchased must within
30 days of such transfer notify the Payroll Department of the Company in
writing of such transfer.

11. ACCOUNT STATEMENTS.

The Company will cause the Agent to deliver to each participating
employee a statement for each Payroll Deduction Period during which the
employee purchases Class A Common Stock under the Plan, reflecting the amount
of payroll deductions during the Payroll Deduction Period, the number of shares
purchased for the employee's account, the price per share of the shares
purchased for the employee's account and the number of shares held for the
employee's account at the end of the Payroll Deduction Period.

12. PARTICIPATION ADJUSTMENT.

If in any Payroll Deduction Period the number of unsold shares that
may be made available for purchase under the Plan pursuant to Section 1 above
is insufficient to permit exercise of all rights deemed exercised by all
participating employees pursuant to Section 8 above, a participation adjustment
will be made, and the number of shares purchasable by all participating
employees will be reduced proportionately. Any funds then remaining in a
participating employee's account after such exercise will be refunded to the
employee.

- 4 -
<PAGE> 8
13. CHANGES IN ELECTIONS TO PURCHASE.

(a) A participating employee (other than a participating employee who
is an executive officer of the Company who is subject to Section 16(b) under
the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) may, at
any time prior to the last day of the Payroll Deduction Period, by written
notice to the Company, direct the Company to cease payroll deductions (or, if
the payment for shares is being made through periodic cash payments, notify the
Company that such payments will be terminated), in accordance with the
following alternatives:

(i) The employee's option to purchase shall be reduced to the
number of shares which may be purchased, as of the last day of the Payroll
Deduction Period, with the amount then credited to the employee's account; or

(ii) Withdraw the amount in such employee's account and
terminate such employee's option to purchase.

(b) Any participating employee may increase or decrease his or her
payroll deduction or periodic cash payments, to take effect on the first day of
the next Payroll Deduction Period, by delivering to the Company a new form
regarding election to participate in the Plan under Section 5 above.

14. VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE.

In the event a participating employee (other than a participating
employee who is an executive officer of the Company who is subject to Section
16(b) under the Exchange Act) voluntarily leaves the employ of the Company or a
participating Affiliate, otherwise than by retirement under a plan of the
Company or a participating Affiliate, or is discharged prior to the last day of
the Payroll Deduction Period, the amount in the employee's account will be
distributed and the employee's option to purchase will terminate. In the event
a participating employee who is subject to Section 16(b) under the Exchange Act
voluntarily leaves the employ of the Company or a participating Affiliate,
otherwise than by retirement under a plan of the Company or a participating
Affiliate, or is discharged prior to the last day of the Payroll Deduction
Period, the employee's option to purchase shall be reduced to the number of
shares which may be purchased, as of the last day of the Payroll Deduction
Period, with the amount then credited to the employee's account.

15. RETIREMENT.

In the event a participating employee (other than a participating
employee who is an officer of the Company who is subject to Section 16(b) under
the Exchange Act) who has an option to purchase shares leaves the employ of the
Company or a participating Affiliate because of retirement under a plan of the

- 5 -
<PAGE> 9
Company or a participating Affiliate, the participating employee may elect,
within 10 days after the date of such retirement, one of the following
alternatives:

(a) The employee's option to purchase shall be reduced to the number
of shares which may be purchased, as of the last day of the Payroll Deduction
Period, with the amount then credited to the employee's account; or

(b) Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

In the event the participating employee does not make an election
within the aforesaid 10-day period, he or she will be deemed to have elected
subsection 15(b) above; provided, however, that a participating employee who is
an officer of the Company who is subject to Section 16(b) under the Exchange
Act will receive shares of Class A Common Stock pursuant to subsection 16(a).

16. LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR DISABILITY.

Payroll deductions for shares for which a participating employee has
an option to purchase may be suspended during any period of absence of the
employee from work due to lay-off, authorized leave of absence or disability
or, if the employee so elects, periodic payments for such shares may continue
to be made in cash provided, however, that if such employee is an officer of
the Company who is subject to Section 16(b) under the Exchange Act, such
periodic payments must be continued in cash.

If such employee returns to active service prior to the last day of
the Payroll Deduction Period, the employee's payroll deductions will be resumed
and if said employee did not make periodic cash payments during the employee's
period of absence, the employee shall, by written notice to the Company's
Payroll Department within 10 days after the employee's return to active
service, but not later than the last day of the Payroll Deduction Period,
elect:

(a) To make up any deficiency in the employee's account resulting
from a suspension of payroll deductions by an immediate cash payment;

(b) Not to make up such deficiency, in which event the number of
shares to be purchased by the employee shall be reduced to the number of whole
shares which may be purchased with the amount, if any, then credited to the
employee's account plus the aggregate amount, if any, of all payroll deductions
to be made thereafter; or

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<PAGE> 10
A participating employee on lay-off, authorized leave of absence or
disability on the last day of the Payroll Deduction Period shall deliver
written notice to his or her employer on or before the last day of the Payroll
Deduction Period, electing one of the alternatives provided in the foregoing
clauses (a), (b) and (c) of this Section 16. If any employee fails to deliver
such written notice within 10 days after the employee's return to active
service or by the last day of the Payroll Deduction Period, whichever is
earlier, the employee shall be deemed to have elected subsection 16(c) above.

If the period of a participating employee's lay-off, authorized leave
of absence or disability shall terminate on or before the last day of the
Payroll Deduction Period, and the employee shall not resume active employment
with the Company or a participating Affiliate, the employee shall receive a
distribution in accordance with the provisions of Section 15 of this Plan.

17. DEATH.

In the event of the death of a participating employee while the
employee's option to purchase shares is in effect, the legal representatives of
such employee may, within three months after the employee's death (but no later
than the last day of the Payroll Deduction Period) by written notice to the
Company or participating Affiliate, elect one of the following alternatives:

(b) Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

In the event the legal representatives of such employee fail to
deliver such written notice to the Company or participating Affiliate within
the prescribed period, the election to purchase shares shall terminate and the
amount, then credited to the employee's account shall be paid to such legal
representatives; provided, however, that the estate of a participating employee
who is an officer of the Company who is subject to Section 16(b) under the
Exchange Act will receive shares of Class A Common Stock pursuant to subsection
17(a).

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<PAGE> 11
18. FAILURE TO MAKE PERIODIC CASH PAYMENTS.

Under any of the circumstances contemplated by this Plan, where the
purchase of shares is to be made through periodic cash payments in lieu of
payroll deductions, the failure to make any such payments shall reduce, to the
extent of the deficiency in such payments, the number of shares purchasable
under this Plan.

19. TERMINATION OF PARTICIPATION.

A participating employee will be refunded all moneys in his or her
account, and his or her participation in the Plan will be terminated if either
(a) the Board elects to terminate the Plan as provided in Section 24 below, or
(b) the employee ceases to be eligible to participate in the Plan under Section
4 above. As soon as practicable following termination of an employee's
participation in the Plan, the Company will deliver to the employee a check
representing the amount in the employee's account and a stock certificate
representing the number of whole shares held in the employee's account. Once
terminated, participation may not be reinstated for the then current Payroll
Deduction Period, but, if otherwise eligible, the employee may elect to
participate in any subsequent Payroll Deduction Period.

20. ASSIGNMENT.

No participating employee may assign his or her rights to purchase
shares of Class A Common Stock under the Plan, whether voluntarily, by
operation of law or otherwise. Any payment of cash or issuance of shares of
Class A Common Stock under the Plan may be made only to the participating
employee (or, in the event of the employee's death, to the employee's estate).
Once a stock certificate has been issued to the employee or for his or her
account, such certificate may be assigned the same as any other stock
certificate.

21. APPLICATION OF FUNDS.

All funds received or held by the Company under the Plan may be used
for any corporate purpose until applied to the purchase of Class A Common Stock
and/or refunded to participating employees. Participating employees' accounts
will not be segregated nor will participating employees be entitled to receive
interest with respect to any such funds.

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<PAGE> 12
22. NO RIGHT TO CONTINUED EMPLOYMENT.

Neither the Plan nor any right to purchase Class A Common Stock under
the Plan confers upon any employee any right to continued employment with the
Company or any of its participating Affiliates, nor will an employee's
participation in the Plan restrict or interfere in any way with the right of
the Company or any of its participating Affiliates to terminate the employee's
employment at any time.

23. AMENDMENT OF PLAN.

The Board may, at any time, amend the Plan in any respect (including
an increase in the percentage specified in Section 7 above used in calculating
the Purchase Price); provided, however, that without approval of the
stockholders of the Company no amendment shall be made (a) increasing the
number of shares specified in Section 1 above that may be made available for
purchase under the Plan (except as provided in Section 25 below), (b) changing
the eligibility requirements for participating in the Plan, or (c) impairing
the vested rights of participating employees.

24. EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN.

The Plan shall be effective as of the date of adoption by the Board,
which date is set forth below, subject to approval of the Plan by a majority of
the votes present and entitled to vote at a duly held meeting of the
shareholders of the Company at which a quorum representing a majority of all
outstanding voting stock is present, either in person or by proxy; provided,
however, that upon approval of the Plan by the shareholders of the Company as
set forth above, all rights to purchase shares granted under the Plan on or
after the effective date shall be fully effective as if the shareholders of the
Company had approved the Plan on the effective date. If the shareholders fail
to approve the Plan on or before one year after the effective date, the Plan
shall terminate, any rights to purchase shares granted hereunder shall be null
and void and of no effect, and all contributed funds shall be refunded to
participating employees. The Board may terminate the Plan at any time and for
any reason or for no reason, provided that such termination shall not impair
any rights of participating employees that have vested at the time of
termination. In any event, the Plan shall, without further action of the
Board, terminate ten (10) years after the date of adoption of the Plan by the
Board or, if earlier, at such time as all shares of Class A Common Stock that
may be made available for purchase under the Plan pursuant to Section 1 above
have been issued.

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<PAGE> 13
25. EFFECT OF CHANGES IN CAPITALIZATION.

(a) CHANGES IN STOCK.

If the number of outstanding shares of Class A Common Stock is
increased or decreased or the shares of Class A Common Stock are changed into
or exchanged for a different number or kind of shares or other securities of
the Company by reason of any recapitalization, reclassification, stock split,
reverse split, combination of shares, exchange of shares, stock dividend, or
other distribution payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the Company occurring
after the effective date of the Plan, the number and kinds of shares that may
be purchased under the Plan shall be adjusted proportionately and accordingly
by the Company. In addition, the number and kind of shares for which rights
are outstanding shall be similarly adjusted so that the proportionate interest
of a participating employee immediately following such event shall, to the
extent practicable, be the same as immediately prior to such event. Any such
adjustment in outstanding rights shall not change the aggregate Purchase Price
payable by a participating employee with respect to shares subject to such
rights, but shall include a corresponding proportionate adjustment in the
Purchase Price per share.

(b) REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING
CORPORATION.

Subject to Subsection (c) of this Section 25, if the Company shall be
the surviving corporation in any reorganization, merger or consolidation of the
Company with one or more other corporations, all outstanding rights under the
Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Class A Common Stock subject to such rights would have
been entitled immediately following such reorganization, merger or
consolidation, with a corresponding proportionate adjustment of the Purchase
Price per share so that the aggregate Purchase Price thereafter shall be the
same as the aggregate Purchase Price of the shares subject to such rights
immediately prior to such reorganization, merger or consolidation.

Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the surviving corporation, or upon a
sale of all or substantially all of the assets of the Company to another
corporation, or upon any transaction (including, without limitation, a merger
or reorganization in which the Company is the surviving corporation) approved
by the Board that results in any

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<PAGE> 14
person or entity owning more than 80 percent of the combined voting power of
all classes of stock of the Company, the Plan and all rights outstanding
hereunder shall terminate, except to the extent provision is made in writing in
connection with such transaction for the continuation of the Plan and/or the
assumption of the rights theretofore granted, or for the substitution for such
rights of new rights covering the stock of a successor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kinds
of shares and exercise prices, in which event the Plan and rights theretofore
granted shall continue in the manner and under the terms so provided. In the
event of any such termination of the Plan, the Payroll Deduction Period shall
be deemed to have ended on the last trading day prior to such termination, and
in accordance with Section 9 above the rights of each participating employee
then outstanding shall be deemed to be automatically exercised on such last
trading day. The Board shall send written notice of an event that will result
in such a termination to all participating employees not later than the time at
which the Company gives notice thereof to its stockholders.

(d) ADJUSTMENTS.

Adjustments under this Section 25 related to stock or securities of
the Company shall be made by the Committee, whose determination in that respect
shall be final, binding, and conclusive.

(e) NO LIMITATIONS ON COMPANY.

The grant of a right pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

26. GOVERNMENTAL REGULATION.

The Company's obligation to issue, sell and deliver shares of Class A
Common Stock pursuant to the Plan is subject to such approval of any
governmental authority and any national securities exchange or other market
quotation system as may be required in connection with the authorization,
issuance or sale of such shares.

27. STOCKHOLDER RIGHTS.

Any dividends paid on shares held by the Company for a participating
employee's account will be transmitted to the employee. The Company will
deliver to each participating employee who purchases shares of Class A Common
Stock under the Plan, as promptly as practicable by mail or otherwise, all
notices of

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<PAGE> 15
meetings, proxy statements, proxies and other materials distributed by the
Company to its stockholders. Any shares of Class A Common Stock held by the
Agent for an employee's account will be voted in accordance with the employee's
duly delivered and signed proxy instructions. There will be no charge to
participating employees in connection with such notices, proxies and other
materials.

28. RULE 16B-3.

Transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or any successor provision under the
Exchange Act. If any provision of the Plan or action by the Board fails to so
comply, it shall be deemed null and void to the extent permitted by law and
deemed advisable by the Board. Moreover, in the event the Plan does not
include a provision required by Rule 16b-3 to be stated herein, such provision
(other than one relating to eligibility requirements, or the price and amount
of awards) shall be deemed automatically to be incorporated by reference into
the Plan.

29. PAYMENT OF PLAN EXPENSES.

The Company will bear all costs of administering and carrying out the
Plan.

* * *

This Plan was duly adopted and approved by the Board of Directors of
the Company by resolution at a meeting held on the 23rd of July, 1996.

/s/ PETER A. DELISO
---------------------------------------

Secretary of the Company

This Plan was duly approved by the stockholders of the Company at a
meeting of the stockholders held on the 26th of August, 1996.

/s/ PETER A. DELISO
---------------------------------------

Secretary of the Company

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<PAGE> 1
Portions of this exhibit, for which confidential treatment has been granted,
have been omitted. Omitted portions are marked by brackets [ ].

Exhibit 10.18

AGREEMENT

This Agreement ("Agreement") is entered into as of the 12th day of
March, 1996, by and between NextWave Telecom, Inc., a Delaware corporation with
its principal place of business located at 991-C Lomas Santa Fe Drive, Suite
No. 436, Solana Beach, California 92075 ("NextWave"), and LCC, L.L.C., a
Delaware limited liability company with its principal place of business located
at 2300 Clarendon Blvd., Suite 800, Arlington, Virginia 22201 ("LCC").

WHEREAS, NextWave, through its wholly-owned subsidiary NextWave
Personal Communications, Inc. ("NextWave PCI") is actively bidding on the
C-block licenses in the Federal Communication Commission's ("FCC's") auction
for licenses to construct and operate systems in various BTAs to provide
personal communications services ("Licenses"), and

WHEREAS, if NextWave acquires one or more Licenses, NextWave intends
to construct facilities and deploy personal communications systems in those
BTAs, and

WHEREAS, LCC has agreed to make an equity investment in NextWave,
consisting of LCC's purchase of $5,000,000.00 worth of NextWave Series B Common
Stock, in consideration of NextWave's commitment to engage LCC to provide not
less than $50,000,000.00 worth of radio frequency engineering services, program
management services, and software and equipment;

NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and for such other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, LCC and NextWave,
intending to be legally bound, agree as follows:

1. RF Engineering Services; Engagement. NextWave hereby agrees
to engage LCC, during the five (5) year period commencing on the date hereof,
to provide radio frequency engineering services, of the type generally offered
by LCC ("RF Engineering Services"), required by NextWave and/or its Affiliates
in connection with the design, implementation and/or optimization of personal
communications systems by or for NextWave and/or its Affiliates in the United
States resulting in NextWave's payment to LCC of not less than Fourteen Million
Dollars ($14,000,000.00) (the "Minimum RF Amount") in hourly engineering
service fees ("Engineering Fees"). For the purposes of this Agreement: (A) RF
Engineering Services shall not include microwave relocation services and/or any
other services that the parties agree, by mutual prior written agreement,
should not be included in RF

<PAGE> 2

Engineering Services, and (B) Engineering Fees shall include only hourly
engineering service fees (e.g., labor charges) and shall exclude any amounts
paid for expense reimbursements, drive testing, per diems (in accordance with
US government standards) and similar expenses.

2. RF Engineering Services; Exclusivity.

(a) In addition NextWave hereby agrees, until LCC shall have been
paid the Minimum RF Amount, to use LCC as the exclusive provider of all RF
Engineering Services required by NextWave and/or its Affiliates in connection
with the design, implementation and/or optimization of personal communications
systems by or for NextWave and/or its Affiliates in the United States, except
for: (i) those services provided by NextWave's and/or its Affiliate's
employees, (ii) services provided by: (A) small, independent consulting firms
and/or independent contractors on a local basis, from time to time, or (B)
services that may be provided by firms otherwise engaged by NextWave to provide
non-radio frequency engineering services, where the firm's employees are
assigned to a market and may perform incidental radio frequency engineering
services, on a limited basis, when they are unable to perform their principal
services due to lack of work or "down-time," provided that: (I) services
provided under (ii) do not exceed ten percent (10%) of the total RF Engineering
Services required by NextWave and/or its Affiliates, and (II) in no event shall
NextWave engage the services of Mobile Systems International, Comsearch (except
for microwave relocation services and related tools), MLI, Celtec, TEC
Communications, WFI or any affiliate thereof.

(b) Following LCC's being paid the Minimum RF Amount, NextWave shall
thereafter use LCC as its "preferred provider" of radio frequency engineering
services required by NextWave and/or its Affiliates in connection with the
design, implementation and/or optimization of personal communications systems
in the United States. LCC shall be an approved provider of RF Engineering
Services required by NextWave and/or its Affiliates in connection with the same
activities outside of the United States, and shall, with respect to all
projects put out to bid, be granted the opportunity to bid for the provision of
such services on terms no less favorable than the terms offered to other
service providers.

(c) Prior to LCC's being engaged to perform RF Engineering Services
in any given market, the parties shall develop a mutually acceptable statement
of work which describes the particular project in terms of work to be
performed, a schedule of project milestones and the expected budget for the
work. To the extent that LCC consistently and materially fails to meet: (i)
the pre-agreed work schedule due to LCC's inability to provide the required
staffing for the relevant market, or (ii) the project milestones for the

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<PAGE> 3

work, NextWave shall have the option, unless the nonperformance was caused for
reasons beyond LCC's direct and immediate control, to terminate LCC's
engagement with respect to the relevant portion of such services, after having
provided LCC with written notice of default and 30 days to cure, and procure
alternative services from another service provider notwithstanding the
provisions of Section 2(a) and 2(b) above. Nothing in this Section 2(c)
(including, without limitation, the party's failure to agree upon a statement
of work) shall operate to limit or reduce NextWave's obligation to pay the
Minimum RF Amount.

3. Program Management Services.

(a) NextWave hereby agrees to engage LCC, during the five (5) year
period commencing on the date hereof, to provide program management services
(including, without limitation, site acquisition and construction management
services, but exclusive of RF Engineering Services), of the type generally
offered by LCC ("PM Services"), required by NextWave and/or its Affiliates in
connection with the design, implementation and/or optimization of personal
communications systems by or for NextWave and/or its Affiliates in the United
States resulting in NextWave's payment to LCC of not less than [
] (the "Minimum PM Amount") in program
management service fees ("PM Fees"). Unless otherwise specified herein, for
the purposes of this Agreement: (A) PM Services shall not include network
engineering services, the installation of base station equipment (e.g., BTS,
BSC and MSC) and/or any other services that the parties agree, by mutual prior
written agreement, will not be included in PM Services, and (B) PM Fees shall
include only hourly program management service fees (e.g., labor charges) and
shall exclude all construction costs, contracted labor and materials, expense
reimbursements (e.g., warehousing, local office space, etc.), per diems (in
accordance with US government standards), Engineering Fees and similar
expenses. If LCC requires the use of LCC's CellManager work flow management
software in connection with LCC's provision of PM Services, then the PM Fees
shall include any license costs associated with LCC's use of CellManager to
perform such services. In the event that NextWave desires to license
CellManager from LCC (so that NextWave has the opportunity to use and/or keep
the software after LCC has completed its services) LCC agrees to extend
NextWave LCC's most favorable pricing for similarly situated customers of LCC.

(b) LCC and NextWave hereby agree that the target average nationwide
cost per cell site of PM Fees for PM Services to be provided by LCC to NextWave
pursuant to this Agreement (until the Minimum PM Amount has been paid to LCC)
shall not exceed [ ] (inclusive of per diems); provided, however, that for
purposes of this Section 3(b) only: (i) PM

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<PAGE> 4

Services shall include site acquisition, architectural engineering,
construction management and program management services; and (ii) PM Fees shall
include only hourly program management service fees and per diems and shall
exclude all construction costs, contracted labor and materials, local market
expense reimbursements (e.g., warehousing and related asset management systems,
local office space and furnishings, telephone expense, etc.), Engineering Fees
and similar expenses. This target assumes that: (A) the PM Services to be
provided will be limited to those listed in clause (i) of the preceding
sentence; (B) that each NextWave market build-out will have an average length
of 18 months commencing upon the delivery of an executed agreement between
NextWave and LCC for PM Services to be provided in the particular market; and
(iii) no unforeseen events shall occur that cause the provision of PM Services
generally within the United States to become materially more costly to provide.

(c) The parties acknowledge that the average cost per cell site for
PM Fees set forth in the preceding subsection is based upon a nationwide
average for 200 plus cell site build-outs in an average US market, and the
parties agree to work together, in good faith, to control per site costs in
accordance with NextWave's business plans and objectives as communicated to LCC
from time to time during the term hereof.

(d) Prior to LCC's being engaged to perform PM Services in any given
market, the parties shall develop a mutually acceptable statement of work which
describes the particular project in terms of the work to be performed, the
specifications for such work, a schedule of project milestones, and the
expected costs or budget for the work. To the extent that LCC consistently and
materially fails to meet: (i) the pre-agreed work schedule due to LCC's
inability to provide the required staffing for the relevant market, or (ii) the
pre-agreed specifications for the work, NextWave shall have the option, unless
the nonperformance was caused for reasons beyond LCC's direct and immediate
control, to terminate LCC's engagement with respect to the relevant portion of
the services, after having provided LCC with written notice of default and at
least 30 days to cure. In the event that LCC's engagement with respect to any
services is terminated under the preceding sentence, then the amount of PM Fees
that NextWave would have paid LCC to complete the relevant engagement shall be
subtracted from the Minimum PM Amount. A failure by the parties to agree upon
a statement of work under this Section 3(d) shall not operate to limit or
reduce the Minimum PM Fees.

4. LCC Products. NextWave hereby agrees to purchase (with
respect to hardware) and/or license (with respect to software) from LCC, during
the five (5) year period commencing on the date hereof, either: (a) LCC
manufactured field test measurement equipment (excluding third

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<PAGE> 5

party products), or (b) any one or more of the CellCAD and/or CellManager
software products generally distributed by LCC, resulting in NextWave's payment
to LCC of [ ] (the "Minimum Product Amount") in
licensing fees and/or the purchase price of LCC equipment. NextWave shall,
however, have the option (at its sole discretion) to apply the [
] purchase commitment set forth in this Section 4 to the
purchase of additional RE Engineering Services and/or PM Services.

5. Pricing. LCC hereby agrees that the prices charged to
NextWave for RF Engineering Services and PM Services (excluding third party
charges) shall remain generally competitive with the prices generally charged
for the same services by other comparable (in terms of capabilities,
experience, quality, process and overall service offering) radio frequency
engineering / program management firms for the same (in terms of scope, type
and duration) services, and in all cases such prices shall be no less favorable
than the most favorable prices charged by LCC to any other similarly situated
LCC customer. For the purposes of comparison, the parties shall consider the
economics of any other products, services or other items of value provided to
NextWave by the relevant entity.

6. Performance of Services; Subcontractors.

(a) LCC shall use reasonable commercial efforts to perform RF
Engineering Services and PM Services in accordance with generally accepted
standards and practices for the wireless communications industry and the
mutually acceptable statements of work agreed to between the parties. Except
as otherwise provided herein, LCC's sole obligation, and NextWave's sole
remedy, shall be for LCC to re-perform any non-conforming services at no
additional charge. LCC shall provide NextWave with periodic progress reports
concerning the progress of the RF Engineering Services and PM Services as
reasonably requested by NextWave from time to time.

(b) The parties acknowledge that LCC intends to use certain of LCC's
contractual affiliates to perform site acquisition, construction management and
site engineering services hereunder, such as Trammel Crow Corporate Services,
Inc., CB Commercial Real Estate Group, Inc., Koll Telecommunications Services,
L.L.C., Network Building and Consulting, Inc., etc. ("LCC Contractual
Affiliates"). Unless otherwise agreed between the parties, the service fees
associated with LCC's engaging LCC Contractual Affiliates to perform site
acquisition, construction management and site engineering services shall be
incorporated in the PM Fees.

(c) With respect to local contractors engaged by LCC to perform
construction services on a subcontract basis ("Contractors"), NextWave shall

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<PAGE> 6

be responsible for reimbursement of: (i) the costs of Contractors, and (ii) all
other expenses incurred by LCC, to the extent such costs or expenses have been
pre-approved by NextWave, which approval shall not be unreasonably withheld or
delayed. Each statement of work shall identify and set forth, by type or
amount, all out-of-pocket expenses (e.g., construction costs, warehousing and
related asset management systems, local office space and furnishings, etc.) to
be incurred by LCC in the performance of RF Engineering Services and/or PM
Services.

7. Certain Contingencies. The parties acknowledge that,
concurrent with the execution of this Agreement, LCC has executed and delivered
to NextWave: (i) a Subscription Agreement (the "Subscription Agreement"), and
(ii) an Amended and Restated Escrow Agreement (the "Escrow Agreement"),
pursuant to which LCC has agreed to purchase shares of NextWave Series B Common
Stock (the "Investment") for a total purchase price of Five Million Dollars
($5,000,000.00), subject to certain rights of withdrawal in the event that
NextWave fails to satisfy the contingencies set forth in Section 3(c) and
Exhibit B of the Escrow Agreement. In the event that LCC totally withdraws the
Investment under one or more of the contingencies set forth in Section 3(c) or
Exhibit B of the Escrow Agreement (and, as a result, fails to become an equity
investor in NextWave), this Agreement shall automatically terminate and neither
party shall have any further liability or obligation to the other party
hereunder. Capitalized terms used in this Section 7 without definition herein
shall have the meanings ascribed thereto in the Escrow Agreement.

8. Confidentiality. In the event either party hereto (the
"Receiving Party") obtains from the other party hereto (the "Disclosing Party")
any information in whatever form which is confidential or proprietary
including, without limitation, material non-public information relating to the
NextWave system ("Proprietary Information") the Receiving Party: (a) shall
treat all such Proprietary Information as confidential; (b) shall use such
Proprietary Information only for the purposes contemplated in this Agreement;
(c) shall protect such Proprietary Information, whether in storage or in use,
with the same degree of care as the Receiving Party uses to protect its own
proprietary information against public disclosure, but in no case with less
than reasonable care; and (d) shall not disclose such Proprietary Information
to any third party except to such employees of the Receiving Party who need to
know such Proprietary Information for the purpose of effectuating this
Agreement and who have been informed of the confidential nature of such
Proprietary Information. The foregoing restrictions shall not apply to any
Proprietary Information which: (i) was generally available to the public on the
date of disclosure or becomes generally available to the public other than
through the fault or negligence of the Receiving Party; (ii) was lawfully
obtained by the Receiving Party from a third party without breach of

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<PAGE> 7

this Agreement and otherwise not in violation of the Disclosing Party's rights;
(iii) was known to the Receiving Party at the time of disclosure as shown by
the Receiving Party's records in existence at the time of disclosure; (iv) was
independently developed by the Receiving Party without making use of any
Proprietary Information of the Disclosing Party; or (v) is required to be
disclosed pursuant to the order of any court or governmental agency.

9. Intellectual Property. Any and all rights to any patent,
copyright, trademark, trade secret or other intellectual property right: (i)
belonging to one party prior to commencement of the relevant services
hereunder, or (ii) independently developed by such party apart from services
provided hereunder, shall be and remain the property of such party. Any
patentable inventions necessary or required to implement NextWave's personal
communications system(s) that may be developed by LCC in performance of the RF
Services or PM Services shall be owned by NextWave. Any and all rights to any
copyrights or trade secrets relating to NextWave's products or software
developed by LCC in performance of the RF Services or PM Services shall be
owned by NextWave, and any and all rights to any copyrights or trade secrets
relating to LCC's products or software developed by LCC in performance of the
RF Services or PM Services shall be owned by LCC. Each party agrees not to
disassemble, decompile or reverse engineer any product or software of the other
party used in connection with the RF Services or PM Services, or any component
thereof, for any purposes. No provision of this Agreement shall be construed
to grant either party, either expressly, by implication or by way of estoppel,
any license under any patents or other intellectual property rights of the
other party, and each party agrees not to license, sell or distribute any
product or services that uses patents or other intellectual property rights of
the other party without a separate license from the other party under all
applicable patents, copyrights, trade secrets and trademarks.

10. Miscellaneous.

(a) The term of this Agreement shall commence on the date hereof, and
shall continue in effect for a period of five and one-half (5 1/2) years, and
thereafter shall automatically renew for additional and successive terms of one
(1) year unless either party provides the other party with written notice of
its intention not to renew this Agreement at least ninety (9()) days prior to
the expiration of the then-current term. Either party shall have the option to
terminate this Agreement, immediately upon giving written notice to the other
party, at anytime after the occurrence of any of the following events with
respect to such other party: (i) insolvency, bankruptcy or the filing any
application therefor, or other commitment of an affirmative act of insolvency,
(ii) assignment or transfer of that portion of the business to which this
Agreement pertains to a trustee for the benefit of creditors, or (iii)

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<PAGE> 8

attachment, execution or seizure of substantially all the assets of such party
by a creditor or the filing of any application therefor. In addition, each
statement of work issued under this Agreement shall set forth mutually
acceptable termination provisions with respect to the particular services
and/or products to be performed and/or provided by LCC thereunder.

(b) For the purposes of this Agreement, the term "Affiliate" shall
mean: (i) any entity that controls, is controlled by, or is under common
control with a party, directly or indirectly, where "control" means the power,
right or authority, by equity ownership, contract or otherwise, to direct the
management and policies, or elect a majority of the board of directors (or
similar governing body) of an entity, and (ii) any entity that controls or is
controlled by any entity qualifying as an Affiliate under 7(b)(i) above. In
the case of NextWave, the term Affiliate shall include, without limitation,
NextWave Personal Communications, Inc., and Tele*code, Inc.

(c) The parties agree that the dollar volumes of products and
services set forth in Sections 1(b), 3(b) and 4(b) of this Agreement shall be
purchased by NextWave over the relevant five (5) year period at a rate of not
less than twenty percent (20%) of the obligation per year, on a cumulative
basis, e.g., (i) not less than 20% of the total by the end of the first year,
(ii) not less than 40% by the end of the second year, (iii) not less than 60%
by the end of the third year, (iv) not less than 80% by the end of the fourth
year, and (v) not less than 100% by the end of the fifth year.

(d) Except as set forth herein, the RF Engineering Services, PM
Services, hardware and software to be provided by LCC hereunder shall be
provided under mutually acceptable terms and conditions of sale. Failure to
reach agreement on commercial terms shall not limit the parties' respective
obligations hereunder.

(e) During the term of this Agreement, the parties covenant and agree
that neither party, including its Affiliates, nor any of their respective
directors, officers, agents, subsidiaries, successors or assigns shall,
directly, indirectly or in concert with any other person, solicit the services
or employment of, or employ, any employee of the other party without the other
party's express prior written consent in each instance.

(f) Each party hereby represents and warrants to the other party
that: (i) this Agreement has been duly authorized, executed and delivered by
such party and constitutes a valid and binding obligation of such party, and
(ii) the execution and delivery of this Agreement by such party and the
consummation of the transactions herein contemplated will not violate or
conflict with or constitute a default or breach under any of the terms or
provisions of any contract, agreement, lease, mortgage or their

- 8 -
<PAGE> 9

agreement to which such party is bound including, without limitation, such
party's organizational and/or constituent documents.

(h) Notwithstanding the provisions of subsection (g) above, in the
event that LCC agrees to assign this Agreement to a third party other than a
Wireless Operator in connection with a Sale of LCC, then: (A) LCC shall provide
NextWave with written notice of such Sale of LCC at least fifteen (15) days
prior to the Sale's closing, which notice shall state the third party's actual
bona fide intention with respect to LCC's continued employment of the members
of LCC's senior management, (B) if the notice sets forth the third party's
intention to terminate the employment of a material portion of LCC's senior
management, then NextWave shall have the option to reduce the Minimum RF Amount
and the Minimum PM Amount (allocating the reduction, to the extent possible,
between the two categories on a pro rata basis based on the current ratio
reflected in this Agreement), in [ ] increments up
to a maximum of [ ], recognizing that if
NextWave has, at the time, already paid LCC Engineering Fees and PM Fees
aggregating [ ] or more, then NextWave's remaining minimum commitment
will effectively be subject to being reduced to zero, by payment in cash to LCC
of a termination fee within fifteen (15) days after the closing of the Sale of
LCC. The termination fee shall be [ ] times each
[ ] increment that the Minimum RF Amount / Minimum
PM Amount is reduced (e.g., [ ] for a [ ] reduction, [ ]
for a [ ] reduction, [ ] for a [ ] reduction, etc.).
The foregoing option shall be exercised by NextWave by providing LCC with
written notice of its intention to reduce the Minimum RF Amount / Minimum PM
Amount, specifying therein the amount of such reduction, within ten (10) days
after NextWave's receipt of LCC's notice under clause (A) of the first sentence
of this Section (h). Such

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<PAGE> 10

reductions shall become effective only in the event that the Sale of LCC
actually closes (i.e., is consummated) and only upon NextWave's payment in full
of the termination fee provided for herein. In the event that the Sale of LCC
is not consummated and/or closed, then NextWave's notice of reduction, the
corresponding reduction in the Minimum RF Amount / Minimum PM Amount, and
NextWave's obligation to pay the corresponding termination fee shall all be
terminated and of no effect.

(i) This Agreement, together with all exhibits attached hereto,
constitutes the entire agreement between the parties and supersedes all prior
oral or written negotiations and agreements between the parties with respect to
the subject matter hereof. This Agreement may be amended or supplemented at
any time by mutual written agreement of the parties, but neither this Agreement
nor any term hereof may be amended, modified, released, discharged, abandoned
or changed in any manner except by an instrument in writing which refers to
this Agreement and which is executed by each of the parties.

(j) The parties hereby agree to execute and deliver all documents and
instruments and to take or cause to be taken such other actions that are
reasonably necessary or appropriate to consummate the transactions contemplated
by this Agreement.

(k) Neither party may disclose any of the terms, provisions and/or
existence of this Agreement to any third party (except to those officers,
directors and employees of such party having a need to know the same or,
provided prior notice and a reasonable opportunity to object is provided to the
other party, except as required by law) without the express prior written
approval of the other party.

(l) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.

(m) All notices given by either party hereunder must be given in
writing and delivered by certified mail (return receipt requested), overnight
courier, or facsimile with confirmation, addressed to: (i) if to LCC, the
President, and (ii) if to NextWave, the Vice President, Engineering, at the
addresses first appearing above.

(n) This Agreement may be executed: (i) in any number of
counterparts, all of which together shall constitute one instrument, and (ii)
via facsimile with original signatures to follow via overnight courier.

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<PAGE> 11

IN WITNESS WHEREOF, the parties, intending to be legally bound, have
caused their duly authorized representatives to execute and deliver this
Agreement as of the date first written above.

LCC, L.L.C.

By: /s/ PIYUSH SODHA
------------------------
Piyush Sodha
President & CEO

NEXTWAVE TELECOM, INC.

By: /s/ ED KNAPP
--------------------------------
Ed Knapp
Vice President Engineering & CTO

- 11 -

<PAGE> 1
Portions of this exhibit, for which confidential treatment has been granted,
have been omitted. Omitted portions are marked by brackets [ ].

Exhibit 10.22

AGREEMENT

This agreement ("Agreement") is entered into as of the 20th day of March
1996, by and between DCR Communications, Inc., a Delaware corporation having
its principal place of business at 2550 M Street, N.W., Washington, D.C. 20037
("DCR"), and LCC, L.L.C., a Delaware limited liability company having its
principal place of business at 2300 Clarendon Blvd., Suite 800, Arlington,
Virginia 22201 ("LCC").

WHEREAS, DCR is actively bidding on C-block licenses in the Federal
Communication Commission's ("FCC's") auction of licenses to construct and
operate systems to offer personal communications services in various BTAs
throughout the United States ("Licenses"); and

WHEREAS, DCR, through one or more Affiliates, intends to acquire Licenses
covering BTAs having an aggregate population of 30 Million or more people and,
if successful, intends to construct facilities and deploy personal
communications systems in those BTA's ("DCR Systems"); and

WHEREAS, through one or more Affiliates, intends to offer network
deployment, management and operations services ("Network Services") to other
entities that intend to implement wireless and/or personal communications
systems (with those systems for which DCR is engaged to perform services
referred to herein as "Third Party Systems"); and

WHEREAS, concurrent with the execution of this Agreement, the parties have
entered into a Convertible Loan and Subscription Agreement, dated as of March
20, 1996 (the "L&S Agreement") whereby LCC has agreed to: (i) extend to DCR an
initial convertible loan in the principal amount of $3,500,000.00, and (ii)
subject to the satisfaction of certain conditions, a second convertible loan in
the principal amount of $3,000,000.00, all in consideration of DCR's commitment
to purchase from LCC, over a period of five (5) years, not less than
$65,000,000.00 worth of radio frequency engineering and program management
services;

NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for such other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, LCC and DCR,
intending to be legally bound, agree as follows:

1. RF Engineering Services; Engagement.

(a) DCR hereby agrees that LCC shall be engaged, during the five (5) year
period commencing on the date hereof, to perform not less than the greater of:
(i) seventy-five percent (75%) of all radio frequency engineering work and/or
services (including, without limitation, services provided by DCR's employees)
of the type generally offered by LCC ("RF Engineering Services"), to be
performed in

<PAGE> 2

connection with the design, implementation and/or optimization of the DCR
Systems and all Third Party Systems, or (ii) RF Engineering Services to be
performed in connection with the foregoing and resulting in the payment to LCC
(directly by DCR or through DCR's Vendors, as defined in Section 7(h) hereof)
of not less than Twenty Million Dollars ($20,000,000.00) in hourly engineering
service fees ("Engineering Fees") (the "Minimum RF Amount"). For the purposes
of this Agreement, the Engineering Fees shall include only hourly engineering
service fees (e.g., labor charges) and shall exclude any amounts paid for
expense reimbursements, drive testing, per diems (in accordance with US
government standards) and similar expenses.

(b) Prior to commencement of any RF Engineering Services in any given
market, the parties shall use reasonable commercial efforts to develop and
agree upon a mutually acceptable statement of work which describes the
particular project in terms of the work to be performed, a schedule of project
milestones and the expected budget for the work. Unless otherwise agreed in
writing between the parties in connection with the execution of the statement
of work covering each project so engaged, the RF Engineering Services shall be
provided in accordance with the terms and conditions set forth in Exhibit A
attached hereto.

2. RF Engineering Services; Exclusivity. DCR hereby agrees to
use LCC as the exclusive independent third party provider of all radio
frequency engineering work and/or services to be performed in connection with
the design, implementation and/or optimization of the DCR Systems and all Third
Party Systems. As soon as practicable after the date of this Agreement, and on
a rolling basis every six (6) months thereafter, the parties agree to meet to
develop and agree upon a twelve (12) month projected staffing plan setting for
DCR's manpower requirements for the provision of RF Engineering Services (the
"Staffing Plan"). In the event that LCC is unable to provide any one or more
engineers within five days after the engineer was projected to be available
under the then current staffing plan, then DCR shall have the right,
notwithstanding the provisions of this Section 2 to procure alternative
resources.

3. Program Management Services.

(a) DCR hereby agrees to engage LCC, during the five (5) year
period commencing on the date hereof, to perform program management services
(including, without limitation, site acquisition and construction management
services, but exclusive of RF Engineering Services), in connection with the
design, implementation and/or optimization of the DCR Systems or Third Party
Systems resulting in the payment to LCC (directly by DCR or through DCR's
Vendors) of not less than Forty Five Million Dollars ($45,000,000.00) in
program management service fees ("PM Fees") (the "Minimum PM Amount"). For the
purposes of this Agreement: (A) PM Services shall not include the installation
of base station equipment (e.g., BTS, BSC and MSC) and/or any other services
that the parties

2
<PAGE> 3

agree, by mutual prior written agreement, will not be included in PM Services,
and (B) PM Fees shall include only hourly program management service fees
(e.g., labor charges) and shall exclude all construction costs, contracted
labor and materials, expense reimbursements (e.g., warehousing, local office
space, etc.), per diems (in accordance with US government standards), RF Fees
and similar expenses. The parties acknowledge the following: (i)
out-of-pocket expenses that are administered and paid by LCC (e.g., travel
expenses, per diems, etc.) will be billed to DCR on a cost plus 3% basis, (ii)
the costs associated with LCC's retaining its contractual affiliates (e.g.,
site acquisition firms, construction management consultants, etc.) will be
included in LCC's base rates, and (iii) reimbursable expenses incurred in
connection with LCC's retention of additional third party services (e.g., title
companies, general contractors, specialty inspectors, surveyors, and the
purchase of construction materials, etc.) will be contracted on behalf of, and
generally billed to, DCR without mark-up.

(b) Prior to commencement of any PM Services in any given market,
the parties shall use reasonable commercial efforts to develop and agree upon a
mutually acceptable statement of work which describes the particular project in
terms of the work to be performed, a schedule of project milestones and the
expected budget for the work. Unless otherwise agreed in writing between the
parties in connection with the execution of the statement of work covering each
project so engaged, the PM Services shall be provided in accordance with the
terms and conditions set forth in Exhibit A attached hereto.

4. LCC Products. DCR hereby agrees that LCC, during the five (5)
year period commencing on the date hereof, LCC shall be the exclusive provider
of: (a) network propagation modeling software, and (b) field test measurement
equipment, each of the type offered by LCC (collectively, "LCC Products"), used
in connection with the design, implementation, optimization and operation of
the DCR Systems, whether contracted directly by DCR or through one or more
Vendors. DCR also agrees to use LCC as the "preferred provider" of all such
tools required by any entity that engages DCR to provide Network Services. The
LCC Products shall be provided subject to LCC's standard terms and conditions
of sale and/or license for the software and/or equipment ordered. Concurrent
with the execution of this Agreement, the parties shall enter into a Software
License Agreement, whereby LCC will grant to DCR, under LCC's standard software
license terms, a license to use LCC's proprietary CellCAD II(R) network
propagation modeling software, for an initial term of five (5) years, in
consideration of DCR's payment to LCC of a one-time software license fee in the
amount of [ ] (the
"Software Agreement").

5. Pricing. LCC hereby agrees that the prices charged to DCR for
RF Engineering Services, PM Services (excluding third party charges), and LCC
Products shall be no less favorable than the most favorable prices charged by
LCC to any other LCC customer.

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<PAGE> 4

6. Certain Contingencies.

(a) The parties acknowledge that, concurrent with the execution of
this Agreement, LCC has executed and delivered the L&S Agreement to DCR,
pursuant to which LCC has agreed to: (i) extend an initial loan to DCR in the
principal amount of [ ], convertible into shares of DCR Series B
Common Stock, [ ] of which will be used by DCR for the sole purpose of
paying LCC the up-front license fee due under the Software Agreement, and the
remainder of which will be used for working capital requirements and/or DCR's
payment of FCC deposit(s) (the "Initial Loan"), and (ii) subject to the
satisfaction of certain conditions, extend an additional loan to DCR in the
principal amount of [ ], also convertible into shares of DCR Series B
Common Stock (the "Second Loan"). In the event that LCC does not fully fund
the Second Loan under one or more of the contingencies set forth in Section
1.3.1 of the L&S Agreement, DCR shall have the option to: (A) cause the
Minimum RF Amount to be reduced to [ ], and
(B) cause the Minimum PM Amount to be reduced to [
]. Such option shall be exercised by providing written notice
to LCC at anytime within thirty (30) days after LCC provides notice to DCR of
its intention not to proceed with the Second Loan.

(b) In the event that DCR does not satisfy the conditions set
forth in Section 1.3.1 of the L&S Agreement (e.g., fails to be the high bidder
on licenses covering 25 Million POPS), and LCC desires to proceed with funding
the Second Loan despite DCR's inability to satisfy such contingency, then (in
recognition of the fact that DCR may not have obtained sufficient POPs to be
able to use the entire Minimum RF Amount and Minimum PM Amount required under
this Agreement in the event that LCC fully funds the Second Loan) LCC's
obligation to fund the Second Loan and DCR's obligation to purchase the
debenture issued in connection with the Second Loan, notwithstanding any
provision to the contrary in this Agreement or the L&S Agreement, shall be
contingent upon: (A) the parties having negotiated and reached agreement, in
writing, with respect to adjusting the Minimum RF Amount and the Minimum PM
Amount (for amounts above the [ ] and [ ] commitments set forth
above with respect to the Initial Loan, which shall not be subject to
negotiation) to more accurately anticipate DCR's requirements but maintaining,
to the extent possible, the same ratio with respect to LCC's equity investment
and the minimum commitments made hereunder.

7. Miscellaneous.

(a) The term of this Agreement shall commence on the date hereof,
and shall continue in effect for a period of five (5) years, and thereafter
shall automatically renew for additional and successive terms of one (1) year
unless either party provides the other party with written notice of its
intention not to

4
<PAGE> 5

renew this Agreement at least ninety (90) days prior to the expiration of the
then-current term.

(b) For the purposes of this Agreement, the term "DCR" and "LCC"
shall include any affiliate of such party, where the term "affiliate" means:
(i) any entity that controls, is controlled by, or is under common control with
a party, directly or indirectly, where "control" means the power, right or
authority, by equity ownership, contract or otherwise, to direct the management
and policies, or elect a majority of the board of directors (or similar
governing body) of an entity, and (ii) any entity that controls or is
controlled by any entity qualifying as an Affiliate under 7(b)(i) above. With
respect to DCR, the term Affiliate shall include, without limitation, DCR
Network Service Company, L.L.C.; DCR / NSC Investments, Inc.; DCR PCS, Inc.;
DCR LV, Inc.; DCR Nevada, Inc.; and DCR Pacific PCS Limited Partnership.

(c) The parties agree that the dollar volumes of products and
services set forth in Sections 1(a) and 3(a) of this Agreement shall be
purchased by DCR over the relevant five (5) year period at a cumulative rate
of: (i) not less than 15% of the total by the end of the first year, (ii) not
less than 40% by the end of the second year, (iii) not less than 75% by the end
of the third year, (iv) not less than 100% by the end of the fifth year.

(d) The parties hereby agree that DCR shall have the option to
apply: (i) up to [ ]
of either: (A) the Minimum RF Amount to the Minimum PM Amount, or (B) the
Minimum PM Amount to the Minimum RF Amount, and (ii) an additional [
] of the Minimum PM Amount to the
Minimum RF Amount. Notwithstanding the foregoing, in the event of any
reduction of the Minimum PM Amount or Minimum RF Amount under Section 6 hereof,
the provisions of Subsection (d)(ii) above shall no longer be effective and the
amount that can be re-allocated under Subsection (d)(i) above shall be reduced
to [ ].

(e) During the term of this Agreement and for a period of one (1)
year thereafter, the parties covenant and agree that neither party (including
their Affiliates) nor any of their respective directors, officers, agents,
subsidiaries, successors or assigns shall, directly, indirectly or in concert
with any other person, solicit the services or employment of, or employ, any
employee of the other party without the other party's express prior written
consent in each instance.

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<PAGE> 6

breach under any of the terms or provisions of any contract, agreement, lease,
mortgage or their agreement to which such party is bound including, without
limitation, such party's organizational and/or constituent documents.

(g) This Agreement shall be binding upon and inure to the benefit
of the parties and their permitted successors and assigns. Notwithstanding the
foregoing, no rights, obligations or liabilities of either party hereunder may
be assigned or transferred by such party without the express prior written
consent of the other party, except that LCC may assign this Agreement to: (i)
any successor entity organized in connection with an initial public offering of
LCC's securities, or (ii) any entity in connection with a merger,
consolidation, reorganization or other business combination, or (iii) any
entity acquiring all or substantially all of LCC's assets or capital stock.
DCR may assign or transfer this Agreement, without LCC's consent, to any
successor entity organized in connection with an initial public offering of
DCR's securities provided that, (A) the transfer of DCR's business is conducted
in compliance with all applicable laws, rules and regulations of the Federal
Communications Commission, and (B) such successor entity maintains direct or
indirect control over all FCC licenses and all assets relating to the operation
of such licenses awarded to DCR in the C-block auctions ("Successor Entity").
In the event that DCR transfers all or any portion of such licenses and/or
assets to any person or entity, DCR agrees that the rights and obligations
undertaken by DCR pursuant to this Agreement with respect to the portion of the
licenses and/or assets being transferred shall be transferred to and binding
upon each such person or entity.

(h) The parties acknowledge and agree that DCR has or may enter
into one or more agreements with Ericsson, Inc. ("Ericsson") and/or Northern
Telecom, Inc. ("Northern Telecom") (collectively referred to as "Vendors") with
respect to the Vendor's selling to, and financing the purchase by, DCR of
network infrastructure equipment and related services. DCR's commitments
hereunder with respect to the Minimum RF Amount and the Minimum PM Amount may
be satisfied by the Vendor's engagement of LCC, under the terms set forth in
Exhibit A hereto, as a subcontractor to provide RF Engineering Services and PM
Services with respect to the design, implementation and optimization of the DCR
Systems.

(i) This Agreement: (i) constitutes the entire agreement between
the parties with respect to the subject matter hereof, and supersedes any and
all prior oral or written negotiations between the parties hereto, and (ii) may
be amended or supplemented at any time by mutual written agreement of the
parties, but neither this Agreement nor any term hereof may be amended,
modified, released, discharged, abandoned or changed in any manner except by an
instrument in writing which refers to this Agreement and which is executed by
each of the parties.

(j) The parties hereby agree to execute and deliver all documents
and instruments and to take or cause to be taken such other actions that are
reasonably

6
<PAGE> 7

necessary or appropriate to consummate the transactions contemplated by this
Agreement.

(k) In the event either party hereto (the "Receiving Party")
obtains from the other party hereto (the "Disclosing Party") any information in
whatever form which is confidential or proprietary ("Proprietary Information")
the Receiving Party: (i) shall treat all such Proprietary Information as
confidential; (ii) shall use such Proprietary Information only for the purposes
contemplated in this Agreement; (iii) shall protect such Proprietary
Information, whether in storage or in use, with the same degree of care as the
Receiving Party uses to protect its own proprietary information against public
disclosure, but in no case with less than reasonable care; and (iv) shall not
disclose such Proprietary Information to any third party except to such
employees or subcontractors of the Receiving Party who need to know such
Proprietary Information for the purpose of performing the Services and who have
been informed of the confidential nature of such Proprietary Information. The
provisions of this Section (k) shall not apply to any Proprietary Information
which: (i) was in the public domain on the date hereof or comes into the
public domain other than through the fault or negligence of the Receiving
Party; (ii) was lawfully obtained by the Receiving Party from a third party
without breach of this Agreement and otherwise not in violation of the
Disclosing Party's rights; (iii) was known to the Receiving Party at the time
of disclosure as shown by the Receiving Party's records in existence at the
time of disclosure; (iv) was independently developed by the Receiving Party
without making use of any Proprietary Information of the Disclosing Party; or
(v) is required to be disclosed pursuant to the order of any court or
governmental agency, provided that the Receiving Party cooperates with the
Disclosing Party in its reasonable efforts to object to the disclosure of such
Proprietary Information. The nondisclosure provisions set forth herein shall
survive the termination of this Agreement and shall remain in effect for a
period of no less than five (5) years from the date such Proprietary
Information is received by the Receiving Party. Except as may be required by
law, neither party shall make any future public disclosure of the details of
this Agreement without the written consent of the other party. Notwithstanding
the foregoing, information respecting this Agreement may be disclosed as
required in connection with regulatory filings or by applicable law or in
connection with due diligence investigations by investors or lenders of LCC or
DCR on a need-to-know basis. Nothing in this Agreement nor any disclosure of
information by either party to the other party hereunder shall be deemed,
either expressly or by implication, to convey any right or license to the
respective recipient of such information. Notwithstanding the provisions of
this Section (k), and in lieu of reducing to writing or identifying in writing
material to be held confidential pursuant to this Section within thirty (30)
days after disclosure thereof, either party may provide to the other party on a
monthly basis a blanket notice identifying categories of confidential
disclosures made or to be made to employees, agents, consultants or other
persons or groups of persons representing or employed by said other party,
which notice shall satisfy the requirements of identifying disclosures to be so
held

7
<PAGE> 8

confidential. The parties acknowledge that either party's breach of this
Section (k) would cause the other party irreparable injury for which it would
not have an adequate remedy at law. In the event of a breach, the
non-breaching party shall be entitled to injunctive relief in addition to any
other remedies it may have at law or in equity.

(l) All notices given by either party hereunder must be given in
writing and delivered by certified mail (return receipt requested), overnight
courier, or facsimile with confirmation, addressed to the Chief Executive
Officer of such party at the addresses first appearing above.

(m) This Agreement may be executed: (i) in any number of
counterparts, all of which together shall constitute one instrument, and (ii)
via facsimile with original signatures to follow via overnight courier.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have
caused their duly authorized representatives to execute and deliver this
Agreement as of the date first written above.

LCC, L.L.C.

By: /s/ PIYUSH SODHA
----------------------------------------
Piyush Sodha
President & CEO

DCR COMMUNICATIONS, INC.

By: /s/ JANIS A. RIKER
----------------------------------------
Janis Riker
President

8
<PAGE> 9

EXHIBIT A

STANDARD TERMS AND CONDITIONS

These terms and conditions shall govern LCC, L.L.C.'s ("LCC's") provision
of any and all engineering, program management and related services to DCR
Communications ("DCR") during the term of that certain Agreement by and between
LCC and DCR, dated as of March __, 1996 (the "March Agreement"), as each
engagement may be more fully described in a statement of work issued pursuant
to said agreement (the "Services").

1. Schedule. LCC shall complete the Services in substantial accordance
with the time schedule(s) mutually agreed to, from time to time, by the
parties. LCC shall not have any liability whatsoever for delay in performance
resulting from: (a) the failure to deliver any required materials or
information (including, without limitation, design criteria, system
requirements, site configuration requirements, or similar information) to LCC
in a timely manner, or (b) the failure on the part of any third party
contractor, vendor or agent retained by DCR to complete its responsibilities
within the applicable time schedules, or (c) delays beyond LCC's reasonable
control.

2. Fees & Expenses. DCR agrees to pay LCC for the provision of Services
in accordance with: (a) the schedule of service fees and charges agreed to
between the parties with respect to the particular project, or (b) if the
service fees and charges are not defined with respect to the project or
services: then (i) with respect to radio frequency engineering services, at
LCC's then-current standard hourly rates for the services provided less 25%,
and (ii) with respect to program management services, at LCC's then-current
standard hourly rates for the services provided less 15%. DCR agrees to
reimburse LCC for 103% of all out-of-pocket expenses and materials costs
incurred by LCC in the performance of the Services including, without
limitation, shipping, copying, travel, meals, lodging, temporary living and per
diem expenses (at U.S. government rates), construction costs, costs of third
party contractors and specialists, and related expenses including any amounts
paid by LCC to its employees as reimbursement for income tax equalization
expenses.

3. Payment Terms. Unless otherwise agreed in writing between the
parties, all payments of fees and reimbursements of expenses and materials
costs by DCR shall be made within thirty (30) days after the receipt of LCC's
invoice. All past due payments shall bear interest until paid in full at the
rate of one and one half percent (1.5%) per month or the highest rate allowed
by applicable law, whichever is lower. All service fees and other payments to
LCC hereunder are quoted exclusive of any and all taxes, duties, levies or
similar charges assessed by any governmental authority, and all such taxes,
duties, charges, levies or any similar charges and all liability with respect
thereto shall be the sole liability and obligation of DCR, who shall pay the
same, irrespective of whether included in any invoice sent to DCR by LCC. In
the event DCR fails to pay any amount when due under this Agreement, in
addition to all other remedies available at law or in equity, DCR agrees to pay
LCC any and all attorney's fees and cost of collection.

4. Warranties. LCC warrants that it will render the Services in a good
and workmanlike manner in accordance with generally accepted practices and
standards for the wireless communications industry. LCC's sole obligation
under the forgoing warranty shall be to reperform any non-conforming work so
long as written notice is provided to LCC within a reasonable time, but in no
event later than twelve (12) months from the date on which the work was
performed. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND LCC EXPRESSLY
DISCLAIMS, ALL OTHER WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, IMPLIED
WARRANTY OF NON-INFRINGEMENT AND IMPLIED WARRANTY ARISING OUT OF THE COURSE OF
DEALING, CUSTOM OR USAGE OF TRADE. UNDER NO CIRCUMSTANCES SHALL LCC BE
RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY DECISION MADE BY DCR OR ANY THIRD
PARTY CONCERNING THE DESIGN, DEPLOYMENT, CONSTRUCTION OR OPTIMIZATION OF ANY
SYSTEM. THE WARRANTIES SET FORTH ABOVE ARE THE ONLY

9
<PAGE> 10

WARRANTIES MADE BY LCC AND WILL NOT BE ENLARGED OR DIMINISHED WITHOUT LCC's
CONSENT IN WRITING.

5. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO
THE OTHER PARTY OR ANY OTHER PERSON FOR LOSS OF PROFITS, BUSINESS, USE OR DATA
OR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
OF ANY KIND OR FOR ANY REASON, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS
OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR
THE AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT, IN ANY EVENT, APPLY TO ANY
FAILURE ON THE PART OF DCR TO COMPLY WITH ITS OBLIGATIONS UNDER THE MARCH
AGREEMENT INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF THE MINIMUM RF AMOUNT
OR MINIMUM PM AMOUNT. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE
POTENTIAL LIABILITY OF EACH PARTY ARISING OUT OF THIS AGREEMENT. IN NO EVENT
SHALL LCC's LIABILITY HEREUNDER EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO
THE SERVICE FEES PAID BY DCR TO LCC DURING THE SIX MONTH PERIOD IMMEDIATELY
PRECEDING THE MONTH IN WHICH THE CLAIM OR DISPUTE AROSE.

6. Term & Termination.

(a) This Agreement shall commence on the date first set forth
above and shall continue in full force and effect until completion of the
Services and the payment in full of all amounts due and owing hereunder. The
services engaged pursuant to this Agreement may be terminated: (i) by DCR or
LCC, immediately upon written notice of termination, in whole or in part
(termination in part shall apply only to the authorized work in the specific
BTA in which the material breach occurs) in the event of a material breach of
this Agreement by the other party, if such breach continues uncured for a
period of thirty (30) days after written notice of such breach; (b) by DCR or
LCC, immediately upon written notice of termination to the other party, in the
event the other party shall (i) become insolvent; (ii) make an assignment for
the benefit of creditors; (iii) file a voluntary bankruptcy petition; (iv)
acquiesce to any involuntary bankruptcy petition: or (v) be adjudicated
bankrupt. Any termination under this Section 7 shall not, in any manner,
limit, reduce or impair the parties respective rights and/or obligations under
the March Agreement including, without limitation, DCR's minimum purchase
commitments thereunder.

(b) Notwithstanding the foregoing, in the event that LCC
materially fails to perform and services engaged hereunder, and fails to
correct (or take diligent efforts to correct) such material failure within
thirty (30) days after its receipt of written notice thereof from DCR, then DCR
shall, notwithstanding: (i) the minimum percentage requirement under Section
1(a) of the March Agreement, or (ii) the exclusivity provisions of Sections
1(b) and 4 of the March Agreement, be entitled to procure alternative services
to complete and/or perform the specific task(s) LCC failed to perform and cure.

7. Insurance. LCC shall at all times while performing Services on DCR's
premises carry insurance with limits not less than the limits described as
follows:

a. Comprehensive General Public Liability: $1,000,000 single
limit bodily injury and property damage combined; such
coverage shall include a broad form liability rider, completed
operations coverage rider and contractual liability rider.

b. An umbrella policy with $1,000,000 single limit bodily injury
and property damage combined.

c. Workmen's Compensation (Statutory limits in state or states
in which this Agreement is to be performed), including
employer's general liability limits up to $500,000.

10
<PAGE> 11

Seller shall provide DCR with certificates of insurance (i) evidencing the
insurance to be carried under this Article, (ii) demonstrating that DCR is an
additional insured, and (iii) including provisions that such insurance
policy(ies) shall not be subject to cancellation, expiration or reduction
without thirty (30) days notice to DCR. Notwithstanding the requirements as to
insurance to be carried, the insolvency, bankruptcy or failure of any insurance
company carrying insurance for LCC, or failure of any such insurance company to
pay claims accruing, shall not be held to waive any of the provisions of this
Agreement or relieve LCC from any obligations under this Agreement.

8. Notices. Notice shall mean a writing containing the information
required by this Agreement to be communicated to either party, sent by
registered or certified mail, postage prepaid, or given by personal delivery,
or sent by confirmed air courier or by telefax to such party at the last known
address of such party, the date of registry thereof or the date of the
certification or receipt therefor as evidenced by postal or air courier records
or the date of telex electronic confirmation or the date of personal delivery
(or refusal thereof during normal business hours) being deemed the date of
receipt of notice; provided, however, that any communication sent to such party
in accordance with the provisions of this Section 9 and actually received by
such party shall constitute notice for all purposes of the Agreement.

9. Record Retention. LCC shall keep full, true and accurate records of
the information it uses to calculate the hours payable by DCR to LCC and of any
other items to which LCC's costing or overhead rates are applied. LCC shall
retain said records for a period of three (3) years following the completion of
such work to which said records relate.

10. Audit Rights. During the term of this Agreement but not more than
once per year, LCC shall allow DCR to retain a "big six" independent accounting
firm to audit such work records, upon reasonable advance written notice and
during LCC's normal business hours, and to make copies thereof, subject to
confidentiality agreements acceptable to LCC. The scope of the audit will be
to verify the labor hours expended and details related to the items referenced
above. DCR shall pay all costs related to the audit including, without
limitation, LCC's internal and out-of-pocket costs, subject to the following
provisions. Any discrepancy discovered during an audit which cannot be
resolved by the Parties shall be treated as a dispute and submitted for
resolution under the dispute resolution procedures set forth herein. In the
event it is determined that LCC has overcharged DCR, LCC shall promptly pay
back to DCR the amount of said overcharge. If the overcharged amount is
finally determined to be material, i.e., more than ten percent (10%) of the
correct amount, LCC shall pay the costs incurred by DCR for the audit. In the
event it is determined that LCC has undercharged DCR, DCR shall promptly pay to
LCC the undercharged amount.

11. Force Majeure. The obligations hereunder of each party shall be
suspended while and to the extent that such party is prevented from complying
herewith in whole or in part by any event beyond the reasonable control of such
party, which for purposes of this Agreement shall include, without limitation,
acts of God, earthquakes, unavoidable accidents, laws, rules, regulations or
orders of government authorities, acts of war (declared or not), hostilities,
blockades, civil disturbances, embargoes, strikes or any other similar event or
cause.

12. Relationship. The relationship of the parties shall be as
independent contractors, and neither party shall have the power, right or
authority to act on behalf of or bind the other party without the other party's
express prior written consent. Notwithstanding the foregoing, DCR hereby
appoints LCC as its representative and agent for the express purpose of
procuring those items of equipment, services and/or related items that DCR has
agreed will be necessary or desirable in connection with LCC's performance of
the Services.

13. Binding Effect; Amendment. This Agreement, together with the March
Agreement, constitutes the entire agreement between LCC and DCR regarding the
subject matter hereof. Except for the March Agreement, all prior or
contemporaneous agreements, proposals, understandings and communications
between LCC and DCR regarding the subject matter hereof, whether oral or
written, are superseded by and merged into this Agreement. This Agreement may
be modified or amended only by a written instrument

11
<PAGE> 12

executed by both LCC and DCR. In the event of any inconsistency between the
terms of the March Agreement, this Agreement or any statement of work or
purchase order issued under this Agreement, the terms and conditions of the
March Agreement shall govern and control. In the event of any inconsistency
between the terms of this Agreement or any statement of work issued under this
Agreement, the terms and conditions of this Agreement shall govern and control
except with respect to issues relating to the specific pricing, type, nature
and delivery of the services to be performed. Any additional terms contained
in a purchase order issued under this Agreement shall be of no force or effect,
and LCC hereby expressly objects to and rejects such terms.

14. Proprietary Rights. Notwithstanding anything herein to the
contrary, all right, title and interest in and to any and all software,
techniques, inventions, discoveries, algorithms, databases and other
intellectual property used, developed or conceived by LCC in the performance of
the Services shall be and remain the exclusive property of LCC; provided,
however, that all tangible reports, designs and/or drawings that are delivered
to DCR hereunder shall be the property of DCR.

15. Severability. In the event any one or more of the provisions
contained in 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.

16. Waiver. No waiver by either party of a breach of any term,
provision or condition of this Agreement by the other party shall constitute a
waiver of any succeeding breach of the same or any other provision hereof. No
such waiver shall be valid unless executed in writing by the party making the
waiver.

17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, without regard to
principles of conflicts of law. The exclusive jurisdiction for any and all
claims, suits or controversies under this Agreement shall be the federal or
state courts in and for the Commonwealth of Virginia.

18. Arbitration. The parties agree to make a good faith effort to
resolve any dispute, claim or controversy arising out of or in connection with
this Agreement amicably between the parties. In the event any such dispute,
claim or controversy cannot be resolved amicably between the parties within
thirty days after the claim arose, all such matters shall be resolved
exclusively by arbitration in Washington, D.C. The arbitration shall be held
in accordance with the rules of the American Arbitration Association (the
"Rules") before three arbitrators, one of which shall be appointed by DCR, one
of which shall be appointed by LCC, with the third appointed by the arbitrators
appointed by LCC and DCR. DCR and LCC shall each make their respective
appointments within ten business days after the request for arbitration is
received by the non-filing party. If the arbitrators appointed by LCC and DCR
are unable to agree upon the third arbitrator within ten days after having been
requested to make such selection by either party, the third arbitrator shall be
selected in accordance with the Rules. The arbitrators shall be knowledgeable
in the telecommunications industry. The arbitrators shall issue a written
report of their findings and an explanation of their decision, and their
decision shall be final, binding and conclusive on the parties. Judgment on
the award granted by the arbitrators may be entered into any court of competent
jurisdiction.

19. Survival. The respective rights and obligations of the parties
under those Sections of this Agreement that, by their nature and context, can
reasonably be said to have been intended to survive the termination hereof,
shall survive the termination or expiration of this Agreement. The termination
or expiration of this Agreement shall not affect or prejudice either party's
accrued rights hereunder.

[END]

<PAGE> 1
EXHIBIT 10.30

INTERCOMPANY AGREEMENT

This Intercompany Agreement (this "AGREEMENT"), dated as of September
20, 1996, is entered into between Telcom Ventures, L.L.C. ("TV"), a Delaware
limited liability company, RF Investors, a Delaware limited liability company
("RF INVESTORS"), LCC, L.L.C., a Delaware limited liability company ("LCC,
L.L.C."), LCC International, Inc., a Delaware corporation ("LCC INTERNATIONAL,
and together with LCC, L.L.C., "LCC"), Cherrywood Holdings, Inc.
("CHERRYWOOD"), a Kansas corporation, Rajendra Singh, an individual residing in
the Commonwealth of Virginia, Neera Singh, an individual residing in the
Commonwealth of Virginia, The Hersh Raj Singh Education Trust, The Samir Raj
Singh Education Trust (the five immediately foregoing persons and entities are
collectively referred to as the "SINGH FAMILY GROUP"), Carlyle-LCC Investors I,
L.P., a Delaware limited partnership, Carlyle-LCC Investors II, L.P., a
Delaware limited partnership, Carlyle-LCC Investors III, L.P., a Delaware
limited partnership; Carlyle-LCC IV (E), L.P., a Delaware limited partnership,
MDLCC, L.L.C., a Delaware limited liability company, and TC Group, L.L.C., a
Delaware limited liability company (the six immediately foregoing entities are
collectively referred to as the "CARLYLE ENTITIES").

WHEREAS, TV owns ninety-nine percent (99%) of the outstanding
membership interests in LCC, L.L.C.;

WHEREAS, the other parties to this Agreement other than LCC
have, or will have, directly or indirectly, equity interests in LCC;

WHEREAS, (i) LCC expects to merge into LCC International, a
newly formed Delaware corporation and wholly-owned subsidiary of LCC, L.L.C.,
or otherwise convey all of its assets and liabilities to LCC International (the
"LCC International Formation Transaction"), and in connection therewith, LCC
International shall succeed to all the assets and liabilities of LCC, L.L.C.
including, without limitation, LCC, L.L.C.'s rights and obligations under this
Agreement; and (ii) immediately following the effectiveness of the LCC
International Formation Transaction, LCC International expects to sell a number
of its shares of Class A Common Stock, par value $.01 per share, in a public
offering (the "Offering"); and

WHEREAS, the parties desire to set forth certain agreements
made between them with respect to the matters set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements
herein contained, the parties hereto agree as follows:
<PAGE> 2

1. DEFINITIONS

As used in this Agreement, the following terms shall have the
meanings set forth below:

"CONTROL" means the possession of 51% or more of the
outstanding voting rights.

"EFFECTIVE TIME" means the time when a Certificate of Merger
for the LCC International Formation Transaction (if a merger) have been filed
with the Secretary of State of the State of Delaware and declared to be
effective, or (if not a merger) when the LCC International Formation
Transaction has been effected.

"FORMATION AGREEMENT" means the Formation Agreement, dated as
of November 16, 1993, by and among the Singh Family Group, the Carlyle Entities
(other than TC Group, L.L.C.) and certain other parties named therein.

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

"INVESTMENT OPPORTUNITY" means an opportunity to make an
investment in, or purchase an entity, the value of which could reasonably be
deemed to exceed $1,000,000.

"LCC TRADITIONAL BUSINESS" means any of the following
businesses: (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, including site
acquisition services, construction management services, equipment procurement
services, site engineering services, fixed network engineering services,
equipment installation management and overall program management of a network
deployment program 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
services described in the foregoing clauses (i) or (ii).

"OTHER TV GROUP PARTY" means each member of the TV Group other
than TV which is a party to this Agreement.

"SUCCESSOR" means, with respect to any entity, any
corporation, partnership or other entity that succeeds, directly or indirectly,
to the ownership of

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<PAGE> 3

the business or of all or substantially all the assets and liabilities of such
entity, whether by merger, holding company formation, transfer of assets or
otherwise.

"TV GROUP" means any one or more of the following: (i) TV,
one or more subsidiaries thereof (whether corporations, partnerships, limited
liability companies or other entities) or any Successor to TV or one or more
subsidiaries thereof; (ii) RF Investors or any Successor thereto; (iii)
Cherrywood or any Successor thereto, (iv) any one or more of Dr. Rajendra
Singh, Neera Singh, other members of the Immediate Family of Dr. Rajendra and
Neera Singh that own an equity interest in LCC, or any trusts for the benefit
of any of the foregoing whether existing as of the date hereof or created
subsequently and (v) any one of more of the Carlyle Entities or any one or more
Successors thereto.

2. NON-COMPETITION

2.1. GENERAL COVENANT OF TV

(a) TV and each Other TV Group Party (except for the Carlyle Entities)
agrees that from and after the Effective Time, until the earlier of (i) the
date that no member(s) of the TV Group, alone or in the aggregate, Control LCC
or (ii) the occurrence of any event described in Section 9.6(g) of the
Formation Agreement, neither TV, nor any other member of the TV Group (except
for the Carlyle Entities), will, directly or indirectly (through ownership,
lease, investment, management, operation or otherwise), participate or engage
in any LCC Traditional Business other than (i) through LCC International, or
(ii) the provision of services to third parties in which TV or an Other TV
Group Party holds, or is considering the acquisition of, an investment or
potential investment where the provision of such services is incidental to TV's
or such Other TV Group Party's equity ownership, provided, however, that no
member of the TV Group shall be prohibited from owning up to five percent (5%)
of the outstanding securities of any entity so long as no member of the TV
Group participates in the management of such entity.

(b) Each Carlyle Entity agrees that from and after the Effective Time,
until the earlier of (i) the date on which such Carlyle Entity no longer,
directly or indirectly, owns an interest in LCC or (ii) the occurrence of any
event described in Section 9.6(g) of the Formation Agreement, no Carlyle Entity
shall, directly or indirectly, make an investment in any entity that is
primarily engaged in a business that directly competes with the LCC Business
(as defined in the Formation Agreement) conducted by LCC.

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<PAGE> 4

3. RIGHTS AND OBLIGATIONS WITH RESPECT TO INVESTMENT OPPORTUNITIES

3.1. RIGHTS AND OBLIGATIONS WITH RESPECT TO
INVESTMENT OPPORTUNITIES

(a) If LCC has presented to it during the term of this
Agreement any Investment Opportunity it may decline to take any action with
respect thereto or it may pursue it on its own behalf or on behalf of any
subsidiary. LCC shall not be entitled to refer any Investment Opportunity to
any third party unless it first complies with the requirements of Section
3.1(b).

(b) If LCC wishes to refer any Investment Opportunity to
any third party, it shall first give written notice to TV of such Investment
Opportunity, describing it in reasonable detail (an "Investment Opportunity
Notice"). TV shall have the exclusive right, for a period of five (5) business
days following its receipt of an Investment Opportunity Notice to take any
action with respect thereto as it shall determine in its sole discretion. On
or prior to the last day of such five (5) day period, TV shall notify LCC in
writing whether it is pursuing or wishes to pursue such Investment Opportunity.
If TV is not pursuing and does not wish to pursue such Investment Opportunity,
as indicated in such notice, or if TV fails to provide notice within such five
(5) day period, LCC thereafter shall be permitted to refer such Investment
Opportunity to any third party or to otherwise take any action with respect
thereto as it shall determine in its sole discretion.

4. TERM OF AGREEMENT

The provisions of Sections 2 and 3 of this Agreement shall
terminate on the date when no member(s) of the TV Group, alone or in the
aggregate, Controls LCC.

5. REPRESENTATIONS AND WARRANTIES

As an inducement to enter into this Agreement, each party
represents and warrants to the other that:

(a) (i) if other than a natural person, it is a limited
liability company, corporation, limited partnership, or trust, respectively,
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation and has all requisite corporate or other power to
own, lease and operate its properties, to carry on its business as presently
conducted and to carry out the transactions contemplated hereby, and (ii) if a
natural person, he or she has the

4
<PAGE> 5

legal capacity to enter into this Agreement and to carry out the transactions
contemplated hereby;

(b) if other than a natural person, it has duly and
validly taken all corporate or other action necessary to authorize the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby;

(c) this Agreement has been duly executed and delivered
by it, him or her, as applicable, and constitutes its, his or her legal, valid
and binding obligation enforceable in accordance with its terms (subject, as to
the enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors' rights generally from time to time in effect, and subject to
equitable limitations on the availability of the remedy of specific
performance); and

(d) none of the execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby or the compliance with
any of the provisions of this Agreement will (i) conflict with or result in a
breach of any provision of the constituent documents, if such party is other
than a natural person, (ii) breach, violate or result in a default under any of
the terms of any agreement or other instrument or obligation to which it, he or
she, as applicable, is a party or by which it, him or her or any of its, his or
her properties or assets may be bound, or (iii) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to it, he, or she,
as applicable, or affecting any of its, his or her properties or assets.

6. MISCELLANEOUS

6.1. INJUNCTIONS

The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Therefore,
the parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court having jurisdiction, such remedy being
in addition to any other remedy to which they may be entitled at law or in
equity.

6.2. AMENDMENT

No amendment, modification or discharge of this Agreement, and
no waiver hereunder, shall be valid or binding unless set forth in writing and
duly executed by the party against whom enforcement of the amendment,
modification, discharge or waiver is sought.

5
<PAGE> 6

6.3. ASSIGNMENT

This Agreement shall not be assignable by any party without
the prior written consent of the other parties hereto.

6.4. BINDING EFFECT

This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

6.5. CONSENTS AND APPROVALS

Except as expressly provided otherwise in this Agreement, if
any party requires the consent or approval of the other parties for the taking
of any action under this Agreement, such consent or approval shall not be
unreasonably withheld or delayed.

6.6. CONSTRUCTION

Each party hereto hereby acknowledges that all parties hereto
participated equally in the negotiation and drafting of this Agreement and
that, accordingly, no court construing this Agreement shall construe it more
stringently against one party than against the other.

6.7. COUNTERPARTS

For the convenience of the parties, this Agreement may be
executed in as many counterparts as may be required. It shall not be necessary
that the signature of or on behalf of each party appears on each counterpart,
but it shall be sufficient that the signature of or on behalf of each party
appears on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary in any
proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
parties.

6.8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof, and it supersedes all
prior oral or written agreements, commitments or understandings with respect to
the matters provided for herein.

6
<PAGE> 7

6.9. EXPENSES

Each party hereto shall pay its own expenses incident to this
Agreement and the transactions contemplated hereunder, including all legal and
accounting fees and disbursements.

6.10. GOVERNING LAW AND FORUM SELECTION

This Agreement, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia (but not
including the choice of law rules thereof). The parties hereby consent to the
non-exclusive jurisdiction of the courts of the Northern District of Virginia,
including without limitation all state courts with jurisdictional competence
located with such geographic area, for resolving any disputes arising under, or
with respect to, this Agreement.

6.11. HEADINGS

All headings contained in this Agreement are inserted for
convenience of reference only, shall not be deemed to be a part of this
Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.

6.12. NOTICES TO TV AND LCC

All notices, demands, requests, or other communications which
may be or are required to be given, served, or sent pursuant to this Agreement
shall be in writing and shall be mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or hand-delivered or sent by
facsimile transmission, addressed as follows:

(i) If to TV, RF Investors, Cherrywood or any member of
the Singh Family Group:

Telcom Ventures, L.L.C.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard, Suite 800
Arlington, VA 22201
Attention: President
General Counsel
Facsimile Number: (703) 243-4960

7
<PAGE> 8

(ii) If to LCC:

LCC, L.L.C. or LCC International, Inc.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard, Suite 800
Arlington, VA 22201
Attention: General Counsel
Facsimile Number: (703) 351-0980

(iii) If to any Carlyle Entity:

The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2503
Attention: Mark D. Ein
Facsimile Number: (202) 347-1818

Any party may designate by notice in writing a new address or
facsimile number to which any notice, demand, request or communication may
thereafter be so given, served or sent. Each notice, demand, request, or
communication shall be deemed sufficiently given, served, sent and received for
all purposes at such time as it is delivered to the addressee with the return
receipt, the delivery receipt, the affidavit of messenger or, with respect to a
facsimile transmission, the confirmation, being deemed inclusive (but not
exclusive) evidence of such delivery) or at such time as delivery is refused by
the addressee upon presentation.

6.13. Severability

If any part of any provision of this Agreement or any other
agreement, document or writing given pursuant to or in connection with this
Agreement shall be invalid or unenforceable under applicable law, said part
shall be ineffective to the extent of such invalidity or unenforceability only,
without in any way affecting the remaining parts of said provision or the
remaining provisions of said agreement.

6.14. Waiver

Neither the waiver by any of the parties hereto of a breach of
or a default under any of the provisions of this Agreement, nor the failure of
any of the parties, on one or more occasions, to enforce any of the provisions
of this Agreement or to exercise any right or privilege hereunder shall
thereafter be construed as a

8
<PAGE> 9

waiver of any subsequent breach or default of a similar nature, or as a waiver
of any of such provisions, rights or privileges hereunder.

6.15. Benefit of this Agreement

It is the explicit intention of the parties hereto that no
person or entity other than the parties hereto is or shall be entitled to bring
any action to enforce any provision of this Agreement against either of the
parties hereto, and that the covenants, undertakings, and agreements set forth
in this Agreement shall be solely for the benefit of, and shall be enforceable
only by, the parties hereto or their respective successors and assigns as
permitted hereunder.

IN WITNESS WHEREOF, the undersigned have executed this
Agreement, or have duly caused this Agreement to be duly executed on their
behalf, as of the date first written above.

TELCOM VENTURES, L.L.C. LCC, L.L.C.

By: /s/ RAJENDRA SINGH By: /s/ PIYUSH SODHA
------------------------------ ---------------------------

Name: Rajendra Singh Name: Piyush Sodha

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

RF INVESTORS, L.L.C.

By: /s/ RAJENDRA SINGH
------------------------------

Name: Rajendra Singh

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

9
<PAGE> 10

LCC INTERNATIONAL, INC. CHERRYWOOD HOLDINGS, INC.

By: /s/ RAJENDRA SINGH By: /s/ RAJENDRA SINGH
------------------------------ ---------------------------

Name: Rajendra Singh Name: Rajendra Singh

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

RAJENDRA SINGH NEERA SINGH

By: /s/ RAJENDRA SINGH By: /s/ NEERA SINGH
------------------------------ ------------------------------

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

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

THE HERSH RAJ SINGH THE SAMIR RAJ SINGH
EDUCATION TRUST EDUCATION TRUST

By: /s/ NEERA SINGH By: /s/ NEERA SINGH
------------------------------ ------------------------------

Name: Neera Singh Name: Neera Singh

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

CARLYLE-LCC INVESTORS I, L.P. CARLYLE-LCC INVESTORS II, L.P.

By: /s/ MARK D. EIN By: /s/ MARK D. EIN
------------------------------ -----------------------------

Name: Mark D. Ein Name: Mark D. Ein

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

10
<PAGE> 11

CARLYLE-LCC
CARLYLE-LCC INVESTORS III, L.P. INVESTORS IV(E), L.P.

By: /s/ MARK D. EIN By: /s/ MARK D. EIN
------------------------------ ---------------------------

Name: Mark D. Ein Name: Mark D. Ein

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

MDLCC, L.L.C. TC GROUP, L.L.C.

By: /s/ MARK D. EIN By: /s/ MARK D. EIN
------------------------------ ---------------------------

Name: Mark D. Ein Name: Mark D. Ein

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

<PAGE> 1
EXHIBIT 10.32
LCC INTERNATIONAL, INC.

LETTER AGREEMENT

Dated: , 1996
--------------

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

Dear ______________:

LCC International, Inc., a Delaware corporation (the
"Company"), hereby represents to, and agrees with ____________________, an
individual residing at the address shown above (the "Indemnitee"), as follows:
the Company desires that Indemnitee continue to serve the Company in an
Indemnifiable Capacity. Further, the Company desires and intends hereby
explicitly to undertake to provide indemnification (as further described
herein) against any and all liabilities asserted against Indemnitee by virtue
of such service in an Indemnifiable Capacity to the fullest extent permitted by
any applicable law. Such indemnification will be in accordance with the terms
and conditions of this Letter Agreement.

Section 1. Definitions. As used in this Letter
Agreement:

(a) "Change in Control" shall mean any change in the
ownership of a majority of the outstanding shares of common stock of the
Company.

(b) "Disinterested Director" shall mean a director of the
Company who is not or was not a party to the Proceeding in respect of which
indemnification is being sought by Indemnitee.

(c) "Expenses" shall include all direct and indirect
costs (including, without limitation, attorneys' fees, retainers, court costs,
transcripts, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
all other disbursements or out-of pocket expenses and reasonable compensation
for time spent by Indemnitee for which he is otherwise not compensated by the
Company) actually and reasonably incurred in connection with a Proceeding or
establishing or enforcing a right to indemnification under this Letter
Agreement, applicable law or otherwise; provided, however, that "Expenses"
shall not include any Liabilities.
<PAGE> 2
(d) "Final Adverse Determination" shall mean that a
determination that Indemnitee is not entitled to indemnification shall have
been made pursuant to Section 7 hereof and either (i) a final adjudication in a
court of competent jurisdiction pursuant to Section 10(a) hereof shall have
denied Indemnitee's right to indemnification hereunder, or (ii) Indemnitee
shall have failed to file a complaint in a court of competent jurisdiction
pursuant to Section 10(a) during the Indemnification Period (as defined below).

(e) "Indemnifiable Capacity" shall mean that a person is
or was a director and/or executive officer of the Company, or, while serving
the Company in such position, is or was serving at the request of the Company
as a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another corporation, partnership, joint venture, sole
proprietorship, trust, nonprofit entity, employee benefit plan, or other
enterprise.

(f) "Independent Legal Counsel" shall mean a law firm or
a member of a law firm selected by the Company and approved by Indemnitee
(which approval shall not be unreasonably withheld) or, if there has been a
Change in Control, selected by Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld) and that neither is presently nor
in the past five years has been retained to represent: (i) the Company or any
of its subsidiaries or affiliates, or Indemnitee or any corporation as to which
Indemnitee was or is a director, officer, employee or agent, or any subsidiary
or affiliate of such a corporation, in any material matter, or (iii) any other
party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Legal Counsel" shall not
include any person who, under the applicable standards of professional conduct
then prevailing under the law of the State of Delaware, would have a conflict
of interest in representing either the Company or Indemnitee in an action to
determine Indemnitee's right to indemnification under this Letter Agreement.

(g) "Liabilities" shall mean liabilities of any type
whatsoever including, but not limited to, any judgments, fines, ERISA excise
taxes and penalties, penalties and amounts paid in settlement (including all
interest assessments and other charges paid or payable in connection with or in
respect of such judgments, fines, penalties or amounts paid in settlement) of
any Proceeding.

(h) "Proceeding" shall mean any threatened, pending or
completed action, claim, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other proceeding
whether civil, criminal, administrative or investigative, including any appeal
therefrom.

Section 2. Services by Indemnitee. Indemnitee agrees to
serve in an Indemnifiable Capacity so long as he is duly appointed in
accordance with the applicable provisions of the Certificate of Incorporation
and the By-Laws of the Company or applicable constituent documents of any other
entity and until such time as he resigns or is removed from his position.
Indemnitee may at any time and for any reason resign or be removed from such
position (subject to

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<PAGE> 3
any other contractual obligation or other obligation imposed by operation of
law), in which event the Company shall have no obligation under this Letter
Agreement to continue Indemnitee in any such position.

Section 3. Indemnification.

(a) The Company shall indemnify Indemnitee against
Expenses and Liabilities in connection with any Proceeding arising from the
fact that the Indemnitee serves or served in an Indemnifiable Capacity to the
fullest extent permitted by applicable law, the Certificate of Incorporation or
By-Laws of the Company in effect on the date hereof or as such law, Certificate
of Incorporation or By-Laws may from time to time be amended (but, in the case
of any such amendment, only to the extent such amendment permits the Company to
provide broader indemnification rights than the law, the Certificate of
Incorporation or the By-Laws permitted the Company to provide before such
amendment). The rights to indemnification provided in the Certificate of
Incorporation or By-Laws shall be presumed to have been relied upon by
Indemnitee in serving or continuing to serve the Company and shall be
enforceable as a contract right. Without diminishing the scope of the
indemnification provided by this Section 3, the Company shall indemnify
Indemnitee whenever he is or was a party or is threatened to be made a party to
any Proceeding, including without limitation any such Proceeding brought by or
in the right of the Company, because he serves or served in an Indemnifiable
Capacity or because of anything done or not done by him in such Indemnifiable
Capacity, against Expenses and Liabilities actually and reasonably incurred by
Indemnitee or on his behalf in connection with such Proceeding, including the
costs of any investigation, defense, settlement or appeal, except that no
indemnification shall be made with respect to any claim, issue or matter if
Indemnitee was finally adjudged to be liable to the Company by a court of
competent jurisdiction due to his gross negligence or willful misconduct unless
and to the extent that a Delaware Court of Chancery or the court in which the
action was heard determines that Indemnitee is entitled to indemnification for
such amounts as the court deems proper. Further, no indemnification shall be
made for the accounting of profits made from the purchase or sale by Indemnitee
of securities of the Company within the meaning of section 16(b) of the
Securities Exchange Act of 1934, as amended, or similar provisions of any state
statutory or common law. In addition to, and not as a limitation of, the
foregoing, the rights of indemnification of Indemnitee provided under this
Letter Agreement shall include those rights set forth or referenced in Sections
4, 6, 8, 9, 12 and 14 below.

(b) Indemnitee shall be paid promptly by the Company all
amounts necessary to effectuate the foregoing indemnity.

Section 4. Advancement of Expenses.

(a) All reasonable Expenses incurred by or on behalf of
Indemnitee shall be advanced from time to time by the Company to him within
thirty (30) days after the Company's receipt of a written request for an
advance of Expenses, whether prior to or after final disposition of

- 3 -
<PAGE> 4
a Proceeding (except to the extent that there has been a Final Adverse
Determination that Indemnitee is not entitled to be indemnified for such
Expenses), including without limitation any Proceeding brought by or in the
right of the Company. The written request for an advancement of any and all
Expenses under this paragraph shall contain reasonable detail of the Expenses
incurred by Indemnitee. If required by law at the time of such advance,
Indemnitee hereby agrees to repay the amounts advanced if it is ultimately
determined that Indemnitee is not entitled to be indemnified pursuant to the
terms of this Letter Agreement.

(b) In the event that any person (including, without
limitation, the Company) challenges the reasonableness of any Expenses for
which Indemnitee requests an advance, an affidavit provided to the Company by
Independent Legal Counsel certifying that, in the view of such Independent
Legal Counsel, the Expenses in question were reasonably incurred shall finally
and conclusively (but not exclusively) establish the reasonableness of such
Expenses for purposes of determining Indemnitee's entitlement to advancement of
such Expenses, but not for purposes of later determining Indemnitee's
entitlement to indemnification pursuant to this Letter Agreement at the
conclusion of the underlying action.

Section 5. Limitations.

(a) The foregoing indemnity and advancement of Expenses
shall apply only to the extent that Indemnitee has not been indemnified and
reimbursed pursuant to such insurance as the Company may maintain for
Indemnitee's benefit, or otherwise.

(b) In the event of payment under this Letter Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers reasonably
required and shall take such actions as may be reasonably necessary to secure
such rights, including the execution and delivery of such documents necessary
to enable the Company effectively to bring suit to enforce such rights.

Section 6. Insurance and Funding. The Company may
purchase and maintain insurance to protect itself and/or Indemnitee against any
Expenses and Liabilities in connection with any Proceeding to the fullest
extent permitted by applicable laws. The Company may create a trust fund,
grant an interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification or advancement of Expenses as provided in this Letter
Agreement. The Company shall not be required to maintain such insurance if
such insurance is not reasonably available or if, in the reasonable business
judgment of the Board of Directors of the Company, or any appropriate committee
thereof, which shall be conclusively established by such determination by the
Board of Directors of the Company or such appropriate committee thereof, either
(i) the premium cost for such insurance is significantly disproportionate to
the amount of coverage thereunder or (ii) the coverage provided by such
insurance is so limited by exclusions that there is insufficient benefit from
such insurance.

- 4 -
<PAGE> 5
Section 7. Procedure for Determination of Entitlement to
Indemnification.

(a) Whenever Indemnitee believes that he is entitled to
indemnification pursuant to this Letter Agreement, Indemnitee shall submit a
written request for indemnification to the Company. Any request for
indemnification shall include sufficient documentation or information
reasonably available to Indemnitee to support his claim for indemnification.
Indemnitee shall submit his claim for indemnification within a reasonable time
not to exceed five years after any judgment, order, settlement, dismissal,
arbitration award, conviction, acceptance of a plea of nolo contendere or its
equivalent, final termination or other disposition or partial disposition of
any Proceeding, whichever is the later date for which Indemnitee requests
indemnification. The President or the Secretary or other appropriate officer
shall, promptly upon receipt of Indemnitee's request for indemnification,
advise the Board of Directors of the Company in writing that Indemnitee has
made such request. Determination of Indemnitee's entitlement to
indemnification shall be made not later than sixty (60) days after the
Company's receipt of his written request for such indemnification; if no
determination has been made in such 60-day period, the Company shall be deemed
to have approved the request, in the absence of (i) a knowing or intentional
misrepresentation of or knowing or intentional failure to disclose a material
fact by Indemnitee or (ii) a specific finding (which has become final) by a
court of competent jurisdiction that all or any part of such indemnification is
expressly prohibited by the law of the State of Delaware.

(b) Indemnitee's entitlement to indemnification under
this Letter Agreement shall be determined in one of the following ways:

(i) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board of Directors;

(ii) by written opinion of Independent Legal Counsel, if:
(A) a Change of Control shall have occurred and Indemnitee so
requests, (B) there are no Disinterested Directors, or (C) a majority
of Disinterested Directors (even though less than a quorum of the
Board of Directors) so directs;

(iii) by the stockholders of the Company, but only if a
majority of the Disinterested Directors (even though less than a
quorum of the Board of Directors) presents the issue of entitlement to
indemnification to the stockholders for their determination; or

(iv) as provided in Section 7(a) above.

Section 8. Continuation of Indemnification. All
agreements and obligations of the Company contained herein shall continue
during the period that Indemnitee serves in an Indemnifiable Capacity, and
shall continue following such period during any period that Indemnitee shall be
subject to any Proceeding, any appeal in any such Proceeding, or any inquiry or

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<PAGE> 6
investigation that could lead to any such Proceeding, by reason of the fact
that Indemnitee served in an Indemnifiable Capacity (the "Indemnification
Period").

Section 9. Fees and Expenses of Independent Legal
Counsel. The Company agrees to pay the reasonable fees and expenses of
Independent Legal Counsel should such Independent Legal Counsel be retained to
make a determination of the reasonableness of Expenses pursuant to Section 4(b)
of this Letter Agreement or Indemnitee's entitlement to indemnification
pursuant to Section 7 of this Letter Agreement, and to fully indemnify such
Independent Legal Counsel against any and all expenses and losses incurred by
it arising out of or relating to this Letter Agreement or its engagement
pursuant hereto.

Section 10. Remedies of Indemnitee.

(a) In the event that (i) a determination pursuant to
Section 7 hereof is made that Indemnitee is not entitled to indemnification,
(ii) advances of Expenses are not made pursuant to this Letter Agreement, (iii)
payment has not been timely made following a determination of entitlement to
indemnification pursuant to this Letter Agreement, or (iv) Indemnitee otherwise
seeks enforcement of this Letter Agreement, Indemnitee shall be entitled to
seek an adjudication of his rights, at his sole option, either in (i) any court
of competent jurisdiction or (ii) an arbitration to be conducted by a single
arbitrator pursuant to the rules of the American Arbitration Association. The
Company shall not oppose Indemnitee's right to seek any such adjudication or
arbitration.

(b) In the event that a determination that Indemnitee is
not entitled to indemnification, in whole or in part, has been made pursuant to
Section 7 hereof, the decision in the judicial proceeding provided in paragraph
(a) of this Section 10 shall be made de novo and Indemnitee shall not be
prejudiced by reason of determination that he is not entitled to
indemnification.

(c) If a determination that Indemnitee is entitled to
indemnification has been made pursuant to Section 7 hereof or otherwise
pursuant to the terms of this Letter Agreement, the Company shall be bound by
such determination in the absence of (i) a knowing or intentional
misrepresentation of or a knowing or intentional failure to disclose a material
fact by Indemnitee or (ii) a specific finding (which has become final) by a
court of competent jurisdiction that all or any part of such indemnification is
expressly prohibited by the law of the State of Delaware.

(d) In any court proceeding pursuant to this Section 10,
the Company shall be precluded from asserting that the procedures of this
Letter Agreement are not valid, binding and enforceable. The Company shall
stipulate in any such court that the Company is bound by all the provisions of
this Letter Agreement and is precluded from making any assertion to the
contrary.

(e) In that the event that Indemnitee, pursuant to this
Section 10, seeks a judicial adjudication of or an award in arbitration to
enforce his rights under, or to recover damages for

- 6 -
<PAGE> 7
breach of, this Letter Agreement, Indemnitee shall be entitled to recover from
the Company, and shall be indemnified by the Company against, any expenses
actually and reasonably incurred by him if Indemnitee prevails in such judicial
adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration that Indemnitee is entitled to receive part but not
all of the indemnification or advancement of expenses sought, all such expenses
incurred by Indemnitee in connection with such judicial adjudication or
arbitration shall be paid by the Company.

Section 11. Modification, Waiver, Termination and
Cancellation. No supplement, modification, termination, cancellation or
amendment of this Letter Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this
Letter Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver.

Section 12. Notice by Indemnitee and Defense of Claim.
Indemnitee shall promptly notify the Company in writing upon being served with
any summons, citation, subpoena, complaint, indictment, information or other
document relating to any matter, whether civil, criminal, administrative or
investigative, but the omission so to notify the Company will not relieve it
from any liability which it may have to Indemnitee if such omission does not
prejudice the Company's rights. If such omission does prejudice the Company's
rights, the Company will be relieved from liability only to the extent of such
prejudice; nor will such omission relieve the Company from any liability which
it may have to Indemnitee otherwise than under this Letter Agreement. With
respect to any Proceeding as to which Indemnitee notifies the Company of the
commencement thereof:

(a) The Company will be entitled to participate therein
at its own expense; and

(b) The Company jointly with any other indemnifying party
similarly notified will be entitled to assume the defense thereof, with counsel
reasonably satisfactory to Indemnitee; provided, however, that the Company
shall not be entitled to assume the defense of any Proceeding if there has been
a Change in Control or if Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and Indemnitee with respect
to such Proceeding. After notice from the Company to Indemnitee of its
election to assume the defense thereof, the Company will not be liable to
Indemnitee under this Letter Agreement for any Expenses subsequently incurred
by Indemnitee in connection with the defense thereof, other than reasonable
costs of investigation or as otherwise provided below. Indemnitee shall have
the right to employ its own counsel in such Proceeding but the fees and
expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof shall be at the expense of Indemnitee unless:

(i) The employment of counsel by Indemnitee has been
authorized by the Company;

(ii) Indemnitee shall have reasonably concluded that
counsel engaged by the Company may not adequately represent Indemnitee;

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<PAGE> 8
(iii) The Company shall not in fact have employed counsel
to assume the defense in such Proceeding or shall not in fact have assumed such
defense and be acting in connection therewith with reasonable diligence;

in each of which cases the fees and expenses of such counsel shall be at the
expense of the Company.

(c) The Company shall not be liable to indemnify
Indemnitee under this Letter Agreement for any amounts paid in settlement of
any proceeding effected without its written consent. The Company shall not
settle any Proceeding in any manner which would impose any penalty or
limitation on Indemnitee without Indemnitee's written consent. Neither the
Company nor Indemnitee shall unreasonably withhold consent to any proposed
settlement.

Section 13. Notices. All notices, requests, demands and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if (i) delivered by hand and receipted for by the party to whom
said notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed.

(a) If to Indemnitee, to:

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

(b) If to the Company, to:

LCC International, Inc.
Arlington Courthouse II
2300 Clarendon Blvd., Suite 800
Arlington, VA 22201
Attention: General Counsel

or to such other address as may have been furnished to Indemnitee by the
Company or to the Company by Indemnitee, as the case may be.

Section 14. Nonexclusivity. The rights of Indemnitee
hereunder shall not be deemed exclusive of any other rights to which Indemnitee
may now or in the future be entitled under the General Corporation Law of the
State of Delaware, the Company's Certificate of Incorporation or By-Laws or any
agreements, vote of members, resolution of the Board of Directors of the
Company or otherwise.

- 8 -
<PAGE> 9
Section 15. Binding Effect, Duration and Scope of
Agreement. This Letter Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
or assets of the Company), spouses, heirs and personal and legal
representatives. This Letter Agreement shall continue in effect during the
Indemnification Period (as defined in Section 8 hereof), regardless of whether
Indemnitee continues to serve in an Indemnifiable Capacity.

Section 16. Severability. If any provision or provisions
of this Letter Agreement (or any portion thereof) shall be held to be invalid,
illegal or unenforceable for any reason whatsoever the validity, legality and
enforceability of the remaining provisions of this Letter Agreement shall not
in any way be affected or impaired thereby and to the fullest extent legally
possible, the provisions of this Letter Agreement shall be construed so as to
give effect to the intent of any provision held invalid, illegal or
unenforceable.

Section 17. Governing Law and Interpretation of
Agreement. This Letter Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, as applied to
contracts between residents of the State of Delaware entered into and to be
performed entirely within the State of Delaware. If the laws of the State of
Delaware are hereafter amended to permit the Company to provide broader
indemnification rights than said laws permitted the Company to provide prior to
such amendment, the rights of indemnification and advancement of expenses
conferred by this Letter Agreement shall automatically be broadened to the
fullest extent permitted by the laws of the State of Delaware, as so amended.

Section 18. Consent to Jurisdiction. The Company and
Indemnitee each irrevocably consent to the jurisdiction of the courts of the
State of Delaware for all purposes in connection with any action or proceeding
which arises out of or related to this Letter Agreement.

Section 19. Entire Agreement. This Letter Agreement
represents the entire agreement between the parties hereto, and there are no
other agreements, contracts or understandings between the parties hereto with
respect to the subject matter of this Letter Agreement, except as specifically
referred to herein or as provided in Section 14 hereof.

Section 20. Counterparts. This Letter Agreement may be
executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the
same agreement.

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<PAGE> 10
If the foregoing is acceptable to you, please execute and
return to me a copy of this Letter Agreement.

Very truly yours,

LCC INTERNATIONAL, INC.

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

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

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

Agreed and Accepted this ___ day of ______________, 1996

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

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<PAGE> 1

EXHIBIT 10.33

August 27, 1996

Telcom Ventures, L.L.C.
Arlington Courthouse Plaza II
2300 Clarendon Blvd., Suite 800
Arlington, VA 22201
Attn: Dr. Rajendra Singh

Re: Overhead and Administrative Services

Dear Dr. Singh:

The following sets forth the terms and conditions under which LCC
International, Inc. ("LCC International") shall provide certain administrative
services and the use of certain office space and equipment to Telcom Ventures,
L.L.C. ("Telcom Ventures"):

1. Term. This Agreement shall become effective (the "Effective
Date") upon the consummation of the pending initial public
offering of common stock of LCC International, which shall
occur following the effectiveness of the proposed merger of
LCC, L.L.C. (the "Limited Liability Company") with and into
LCC International and shall continue on a year to year basis
thereafter unless terminated by either party on (90) ninety
days prior written notice to the other party at each
anniversary of the date hereof.

2. Description of Office Space. (a) Until the termination of
the lease for such space, Telcom Ventures shall be entitled to
continue to utilize the office space currently occupied by it
at Arlington Courthouse Plaza II, 2300 Clarendon Boulevard,
Suite 800, Arlington, VA 22201 (the "Existing Premises"),
including the office furniture and equipment contained therein
that is not relocated by LCC International and shall continue
to have access to and full use of office equipment that is not
relocated by LCC International located at the Existing
Premises and adjoining premises currently leased by the
Limited Liability Company in Arlington, Virginia, such as
copying machines, facsimiles, general office supplies, the
computer network and phone and phone mail systems as well as
use of conference space and meeting rooms. LCC International
will also provide customary maintenance and housekeeping
services for the office space utilized by Telcom Ventures for
so long as LCC International continues to occupy the Existing
Premises. As rent for the Existing Premises and in
consideration of the foregoing, for so long as Telcom Ventures
and LCC International share office

1
<PAGE> 2
space located at the Existing Premises, Telcom Ventures shall
pay LCC International a rental fee equal to the product of (i)
the rent under the applicable lease and (ii) the approximate
square footage occupied by Telcom Ventures divided by the
total square footage under the applicable lease.

(b) Upon relocation of Telcom Ventures or LCC
International to any other location (the "New Premises"),
Telcom Ventures shall lease or sublease its office space in
Arlington, Virginia, and pay the related rental in the manner
and to the party required by such lease or sublease. In the
event the parties desire to continue to share office
facilities, the parties shall continue the rental arrangement
used for the existing premises described in Section 2(a).

3. Description of Services.

(a) Existing Premises. (i) For so long as
Telcom Ventures and LCC International share office space
located at the Existing Premises, LCC International will
provide Telcom Ventures with all administrative services
currently provided to Telcom Ventures by the Limited Liability
Company, including the following services:

(A) administration of employee salary and payroll
systems;

(B) administration of employee benefit plans,
including medical, dental, life and
disability insurance programs and 401K
retirement programs and property and casualty
insurance programs;

(C) administration of human resources programs,
payroll and benefit regulation and taxation,
occupational safety and health regulations;

(D) engagement and monitoring of third party
benefit plan providers and administrators;

(E) administration of accounts payable and
accounts receivable systems; and

(F) miscellaneous support services, including
reception, conference room, coffee, cc:
MAIL, photocopying, voice mail, facsimile and
MIS and computer network services.

In consideration of the provision of the foregoing services,
Telcom Ventures shall pay to LCC International monthly in
arrears the sum of $2,800 for each employee on the payroll of
Telcom Ventures, which is the same rate currently paid for
such services to the Limited Liability Company by Telcom
Ventures.

(ii) In addition, for so long as Telcom Ventures
and LCC International share office space at the Existing
Premises, LCC International will provide Telcom Ventures with
all third party services currently provided to Telcom Ventures
by the Limited Liability Company, including the following
services:

(A) messenger, courier and taxi services;

2
<PAGE> 3
(B) local and long distance telephone service; and

Telcom Ventures shall pay to LCC International monthly the
actual amount of the charges imposed by such third party
service providers for services provided by them to Telcom
Ventures. LCC International and Telcom Ventures shall agree
upon reasonable means of determining which third party charges
were incurred at the request of Telcom Ventures.

(b) New Premises. From and after the relocation
of Telcom Ventures or LCC International to the New Premises
and for so long as Telcom Ventures (directly or indirectly)
holds at least 51% of the voting power of LCC International,
LCC International only shall provide Telcom Ventures with the
following administrative services:

(A) administration of employee benefit plans,
including medical, dental, life and
disability insurance programs and 401K
retirement programs and property and casualty
insurance programs; and

(B) engagement and monitoring of third party
benefit plan providers and administrators.

Such services may be provided either by having Telcom Ventures
participate directly in third party plans (so long as this is
permitted by the third party provider) or by the formation of
a purchasing cooperative by Telcom Ventures and LCC
International. In consideration of the provision of the
foregoing services, Telcom Ventures shall pay to LCC
International monthly in arrears (i) the sum of $75.00 for
each employee on the payroll of Telcom Ventures, and (ii) the
actual documented third-party costs incurred in connection
with including Telcom Ventures in such programs, based on
headcount or premium level. In the event that Telcom Ventures
has over 20 employees, the parties will renegotiate in good
faith the amount payable and the terms of this Section 3(b).

4. Benefit and Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective permitted successors and assigns. Neither party
hereto may voluntarily or involuntarily assign any of its
rights or delegate its duties under this Agreement without the
written consent of the other party hereto and any attempted
assignment shall be null and void. This Agreement is for the
benefit of the parties hereto only and is not for the benefit
of any third parties.

5. Entire Agreement; Amendments. This Agreement constitutes the
entire agreement and understanding of the parties hereto with
respect to its subject matter and, as of the Effective Date,
shall supersede all prior agreements, representations and
understandings between and of the parties hereto with respect

3
<PAGE> 4
to such subject matter. No amendment to this Agreement and no
waiver of compliance with any provision or condition hereof or
obligation hereunder shall be deemed to be effective unless it
is evidenced by a written instrument duly executed by each
party hereto.

6. Severability. In case any one or more of the provisions of
this agreement shall be deemed invalid, illegal or
unenforceable in any respect, or to any extent, the validity,
legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired
thereby, and any court of competent jurisdiction may so modify
such invalid or unenforceable provision so as to make such
provision valid and enforceable.

7. Governing Law. The construction and performance of this
Agreement will be governed by the internal laws of the
Commonwealth of Virginia, without giving effect to the
principles of conflicts of law which may be applied thereby.

Very truly yours,

LCC INTERNATIONAL, INC.

Dated: August 27, 1996 By: /s/ PIYUSH SODHA
---------------------------------------
Name: Piyush Sodha
Title: President and Chief Executive Officer

The foregoing reflects our mutual understanding and sets forth
the terms and conditions of our mutual agreement.

TELCOM VENTURES, L.L.C.

Dated: August 27, 1996 By: /s/ RAJENDRA SINGH
---------------------------------------
Name: Rajendra Singh
Title: Chairman, President, CEO & Treasurer

<PAGE> 1
EXHIBIT 10.34

AGREEMENT OF MERGER

THIS AGREEMENT OF MERGER is entered into as of September 15,
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;

WHEREAS, (i) Telcom Ventures has informed the Limited
Liability Company that, in connection with the IPO, it intends to transfer its
interest in the Limited Liability Company to RF Investors, a Delaware limited
liability company ("RF Investors"), and (ii) LCC, Incorporated has informed the
Limited Liability Company that, in connection with the IPO, it intends to
change its name to Cherrywood Holdings, Inc. ("Cherrywood");
<PAGE> 2
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:

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
<PAGE> 3
the Effective Time shall be the Bylaws of the Surviving Entity (subject to any
subsequent amendment).

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 or Cherrywood, as 85,233 shares of Class B Common Stock,
applicable par value $.01 per share

TC Group 28,411 shares of Class A Common Stock,
par value $.01 per share

Telcom Ventures or RF Investors, as 11,250,751 shares of Class B Common
applicable 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
<PAGE> 4
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 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).
<PAGE> 5
2.3. 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.
<PAGE> 6
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.
<PAGE> 7
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: /s/ PIYUSH SODHA
----------------------------------
Name: Piyush Sodha
Title: President and Chief Executive Officer

LCC, L.L.C.

By: /s/ PIYUSH SODHA
----------------------------------
Name: Piyush Sodha
Title: President and Chief Executive Officer

<PAGE> 8

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 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> 9
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 10.35

Class B Directors

LCC INTERNATIONAL, INC.
DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
<PAGE> 2
Class B Directors

TABLE OF CONTENTS

1. GRANT OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. EXERCISE OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.1 Time of Exercise of Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2 Exercise by Optionee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.3 Limitations on Exercise of Option. . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.4 Termination of Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.5 Rights in the Event of Death. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.6 Rights in the Event of Disability. . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.7 Reduction in Number of Shares Subject to Option. . . . . . . . . . . . . . . . . . . 3
4. METHOD OF EXERCISE OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. LIMITATIONS ON TRANSFER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. RIGHTS AS SHAREHOLDER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. EFFECT OF CHANGES IN CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.1 Changes in Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.2 Reorganization in Which the Corporation Is the Surviving Entity. . . . . . . . . . . . 4
7.3 Reorganization in Which the Corporation Is Not the Surviving
Corporation or Sale of Assets or Stock . . . . . . . . . . . . . . . . . . . . . . 5
7.4 Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. GENERAL RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. DISCLAIMER OF RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. INTERPRETATION OF THIS OPTION AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 6
11. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
12. GRANT DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
13. BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
14. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
15. ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>

- i -

<PAGE> 3
Class B Directors

LCC INTERNATIONAL, INC.
DIRECTORS' STOCK OPTION PLAN
STOCK OPTION AGREEMENT

This Stock Option Agreement (the "Option Agreement") is made
as of the ____ day of ______, 1996, by and between LCC International, Inc. (the
"Corporation") and ____________________________, a non-employee director of the
Corporation (the "Optionee").

WHEREAS, the Board of Directors of the Corporation (the
"Board") has duly adopted, and the shareholders of the Corporation have duly
approved, the Directors Stock Option Plan (the "Plan") which provides for the
grant to certainnon-employee directors of a specified number of options for the
purchase of shares of the Corporation's Class B Common Stock, $.01 par value
(the "Class B Stock"), subject to shareholder approval of the Plan;

NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto do hereby agree as follows:

1. GRANT OF OPTION.

Subject to the terms of the Plan (attached hereto as Exhibit
A, the terms of which are incorporated by reference herein), the Corporation
hereby grants to the Optionee the right and option (the "Option") to purchase
from the Corporation, on the terms and subject to the conditions hereinafter
set forth, 35,000 shares of Class B Stock. This Option shall not constitute an
incentive stock option within the meaning of section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

2. PRICE.

The purchase price (the "Option Price") for the shares of
Class B Stock subject to the Option granted by this Option Agreement is $______
per share (the Fair Market Value on the Grant Date).

3. EXERCISE OF OPTION.

Except as otherwise provided herein, the Option granted
pursuant to this Option Agreement shall be subject to exercise as follows:

- 1 -

<PAGE> 4
3.1 TIME OF EXERCISE OF OPTION.

The Optionee may exercise the Option (subject to the
limitations on exercise set forth in the Plan or in this Option Agreement
relating to such Option), in whole or in part, at any time and from time to
time, after the Grant Date and prior to the termination of the Option;
provided, that no single exercise of the Option shall be for less than 100
shares, unless the number of shares purchased is the total number at the time
available for purchase under this Option.

3.2 EXERCISE BY OPTIONEE.

During the lifetime of the Optionee, only the Optionee (or, in
the event of the Optionee's legal incapacity or incompetency, the Optionee's
guardian or legal representative) may exercise the Option.

3.3 LIMITATIONS ON EXERCISE OF OPTION.

Notwithstanding the foregoing Subsections of this Section, in
no event may the Option be exercised, in whole or in part, after 5 years
following the date upon which the Option is granted, as set forth in Section 12
below, or after the occurrence of an event referred to in Section 7 below which
results in termination of the Option. In no event may the Option be exercised
for a fractional Share.

3.4 TERMINATION OF SERVICE.

Upon the termination of service (a "Service Termination") of
the Optionee in all capacities as an employee and/or director of the
Corporation and all of its affiliated companies, other than by reason of the
death or permanent and total disability of such Optionee, Optionee shall have
the right at any time within 60 days after such Service Termination and prior
to termination of the Option pursuant to Section 3.3 above, to exercise, in
whole or in part, any Option held by such Optionee at the date of such Service
Termination.

3.5 RIGHTS IN THE EVENT OF DEATH.

If an Optionee dies while in service as a director of the
Corporation, the executors or administrators or legatees or distributees of
such Optionee's estate shall have the right, at any time within 180 days after
the date of such Optionee's death and prior to termination of the Option
pursuant to Section 3.3 above, to exercise any Option held by such Optionee at
the date of such Optionee's death.

3.6 RIGHTS IN THE EVENT OF DISABILITY.

- 2 -

<PAGE> 5
Option pursuant to Section 3.2 above, to exercise, in whole or in part, any
Option held by such Optionee at the date of such Service Termination. Whether
a Service Termination is to be considered by reason of permanent and total
disability for purposes of this Plan shall be determined by the Administrator,
which determination shall be final and conclusive.

3.7 REDUCTION IN NUMBER OF SHARES SUBJECT TO OPTION.

The number of shares which may be purchased upon exercise of
the Option pursuant to this Section shall be reduced by the number of shares
previously purchased upon exercise of the Option pursuant to this Section.

4. METHOD OF EXERCISE OF OPTION.

The Option may be exercised by delivery to the
Corporation on any business day, at its principal office addressed to the
attention of the Administrator, of written notice of exercise, which notice
shall specify the number of shares for which the Option is being exercised, and
shall be accompanied by payment in full of the Option Price of the shares for
which the Option is being exercised. Payment of the Option Price for the
shares of Class B Stock purchased pursuant to the exercise of an Option shall
be made (a) in cash or by certified check payable to the order of the
Corporation; (b) through the tender to the Corporation of shares of Class B
Stock, which shares shall be valued, for purposes of determining the extent to
which the Option Price has been paid thereby, at their Fair Market Value on the
date of exercise; or (c) by a combination of the methods described in (a) and
(b) hereof. Payment in full of the Option Price need not accompany the written
notice of exercise provided the notice directs that the Class B Stock
certificate or certificates for the shares for which the Option is exercised be
delivered to a licensed broker acceptable to the Corporation as the agent for
the individual exercising the Option and, at the time such Class B Stock
certificate or certificates are delivered, the broker tenders to the
Corporation cash (or cash equivalents acceptable to the Corporation) equal to
the Option Price. An attempt to exercise the Option granted other than as set
forth above shall be invalid and of no force and effect. Promptly after the
exercise of the Option and the payment in full of the Option Price of the
shares of Class B Stock covered thereby, the Optionee shall be entitled to the
issuance of a Class B Stock certificate or certificates evidencing such
individual's ownership of such shares.

5. LIMITATIONS ON TRANSFER.

The Option is not transferable by the Optionee, other than by
will or the laws of descent and distribution in the event of death of the
Optionee and shall not be pledged or hypothecated (by operation of law or
otherwise) or subject to execution, attachment or similar processes.

- 3 -

<PAGE> 6
6. RIGHTS AS SHAREHOLDER.

Neither the Optionee nor any executor, administrator,
distributee or legatee of the Optionee's estate shall be, or have any of the
rights or privileges of, a shareholder of the Corporation in respect of any
shares transferable hereunder unless and until such shares have been fully paid
and certificates representing such shares have been endorsed, transferred and
delivered, and the name of the Optionee (or of such personal representative,
administrator, distributee or legatee of the Optionee's estate) has been
entered as the shareholder of record on the books of the Corporation.

7. EFFECT OF CHANGES IN CAPITALIZATION.

7.1 CHANGES IN SHARES.

If the number of outstanding shares of Class B Stock is
increased or decreased or changed into or exchanged for a different number or
kind of stock or other securities of the Corporation by reason of any
recapitalization, reclassification, Class B Stock split, reverse split,
combination of Class B Stock, exchange of Class B Stock, Class B Stock dividend
or other distribution payable in capital stock, or other increase or decrease
in such shares effected without receipt of consideration by the Corporation
occurring after the date the Option is granted, a proportionate and appropriate
adjustment shall be made by the Corporation in the number and kind of shares
subject to the Option, so that the proportionate interest of the Optionee
immediately following such event shall, to the extent practicable, be the same
as immediately prior to such event. Any such adjustment in the Option shall
not change the total Option Price with respect to shares subject to the
unexercised portion of the Option but shall include a corresponding
proportionate adjustment in the Option Price per share.

7.2 REORGANIZATION IN WHICH THE CORPORATION IS THE
SURVIVING ENTITY.

Subject to Section 7.3 of this Section, if the Corporation
shall be the surviving entity in any reorganization, merger or consolidation of
the Corporation with one or more other entities, the Option shall pertain to
and apply to the securities to which a holder of the number of shares subject
to the Option would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the shares
remaining subject to the Option immediately prior to such reorganization,
merger or consolidation.

- 4 -

<PAGE> 7
7.3 REORGANIZATION IN WHICH THE CORPORATION IS NOT THE
SURVIVING CORPORATION OR SALE OF ASSETS OR STOCK.

Upon the dissolution or liquidation of the Corporation, or
upon a merger, consolidation or reorganization of the Corporation with one or
more other corporations in which the Corporation is not the surviving
corporation, or upon a sale of substantially all of the assets of the
Corporation to another corporation, or upon any transaction (including, without
limitation, a merger or reorganization in which the Corporation is the
surviving corporation) approved by the Board which results in any person or
entity owning 80 percent or more of the combined voting power of all classes of
stock of the Corporation, the Option shall terminate, except to the extent
provision is made in writing in connection with such transaction for the
assumption of the Option, or for the substitution for the Option of a new
option covering the stock of a successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Option shall continue in the manner and
under the terms so provided. The Administrator shall send written notice of an
event that will result in such a termination to the Optionee not later than the
time at which the Corporation gives notice thereof to its stockholders.

7.4 ADJUSTMENTS.

Adjustments specified in this Section relating to shares of
Class B Stock or securities of the Corporation shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive. No
fractional shares or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or
unit.

8. GENERAL RESTRICTIONS.

The Corporation shall not be required to sell or issue any
shares of Class B Stock under the Option if the sale or issuance of such shares
would constitute a violation by the individual exercising the Option or by the
Corporation of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. If at any time the Corporation shall determine, in its
discretion, that the listing, registration or qualification of any shares of
Class B Stock subject to the Option upon any securities exchange or under any
state or federal law, or the consent or approval of any government regulatory
body, is necessary or desirable as a condition of, or in connection with, the
issuance or purchase of shares hereunder, the Option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Corporation, and any delay caused thereby shall in no way
affect

- 5 -

<PAGE> 8
the date of termination of the Option. Specifically in connection with the
Securities Act of 1933, upon notice of exercise of any Option, unless a
registration statement under such Act is in effect with respect to the shares
covered by such Option, the Corporation shall not be required to sell or issue
such shares unless the Board has received evidence satisfactory to the Board
that the holder of such Option may acquire such shares pursuant to an exemption
from registration under such Act. Any determination in this connection by the
Corporation shall be final, binding, and conclusive. The Corporation shall not
be obligated to take any affirmative action in order to cause the exercise of
the Option or the issuance of shares of Class B Stock pursuant thereto to
comply with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that the Option shall not
be exercisable unless and until the shares covered by the Option are registered
or are subject to an available exemption from registration, the exercise of the
Option (under circumstances in which the laws of such jurisdiction apply) shall
be deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.

9. DISCLAIMER OF RIGHTS.

No provision in this Option Agreement shall be construed to
confer upon the Optionee the right to continue as a director of the
Corporation.

10. INTERPRETATION OF THIS OPTION AGREEMENT.

All decisions and interpretations made by the Administrator
with regard to any question arising under the Plan or this Option Agreement
shall be binding and conclusive on the Corporation and the Optionee and any
other person entitled to exercise the Option as provided for herein. In the
event that there is any inconsistency between the provisions of this Option
Agreement and of the Plan, the provisions of the Plan shall govern.

11. GOVERNING LAW.

This Option Agreement is executed pursuant to and shall be
governed by the laws of the State of Delaware (but not including the choice of
law rules thereof).

12. GRANT DATE.

The Grant Date of this Option is _____, 1996.

- 6 -

<PAGE> 9
13. BINDING EFFECT.

Subject to all restrictions provided for in this Option
Agreement and by applicable law relating to assignment and transfer of this
Option Agreement and the option provided for herein, this Option Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, and assigns.

14. NOTICE.

Any notice hereunder by the Optionee to the Corporation shall
be in writing and shall be deemed duly given if mailed or delivered to the
Corporation at its principal office, addressed to the attention of the
Corporate Secretary, or if so mailed or delivered to such other address as the
Corporation may hereafter designate by notice to the Optionee. Any notice
hereunder by the Corporation to the Optionee shall be in writing and shall be
deemed duly given if mailed or delivered to the Optionee at the address
specified below by the Optionee for such purpose, or if so mailed or delivered
to such other address as the Optionee may hereafter designate by written notice
given to the Corporation.

15. ENTIRE AGREEMENT.

This Option Agreement constitutes the entire agreement and
supersedes all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof. Neither this Option
Agreement nor any term hereof may be amended, waived, discharged or terminated
except by a written instrument signed by the Corporation and the Optionee;
provided, however, that the Corporation unilaterally may waive any provision
hereof in writing to the extent that such waiver does not adversely affect the
interests of the Optionee hereunder, but no such waiver shall operate as or be
construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.

- 7 -

<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have duly executed this
Option Agreement, or caused this Option Agreement to be duly executed on their
behalf, as of the day and year first above written.

ATTEST: LCC INTERNATIONAL, INC.

By:
- -------------------------------- -----------------------------------
Title:
--------------------------------
OPTIONEE:

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

ADDRESS FOR NOTICE TO
OPTIONEE:

--------------------------------------
Number Street

--------------------------------------
City State Zip Code

- 8 -

<PAGE> 1
EXHIBIT 10.39

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS SO REGISTERED OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER,
AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

NOTE

$3,500,000 Arlington, Virginia
September [__], 1996

FOR VALUE RECEIVED, TELCOM VENTURES, L.L.C., a Delaware limited
liability company (the "Borrower"), hereby promises to pay to the order of LCC
INTERNATIONAL, INC., a Delaware corporation (the "Lender"), the principal sum of
Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000), together
with interest on the unpaid principal balance outstanding from time to time, all
as hereinafter set forth.

Payments of Principal and Interest

Interest from the date hereof on the principal amount outstanding
from time to time until and after the maturity hereof until paid shall be
payable at the rate of LIBOR plus 1.75 percent per annum (determined as provided
below). From and after the date hereof, interest accrued shall be paid by the
Borrower to the Lender on each anniversary of the date hereof. Interest shall
be calculated on a year of 360 days based upon the actual number of days
elapsed.

Principal shall be payable in equal annual installments of Seven
Hundred Thousand and 00/100 Dollars ($700,000) due on each of the first five
anniversaries of the date hereof; provided, however, that the entire amount of
the unpaid principal balance of this Note, together with all accrued and
unpaid interest thereon, shall be due and payable on September [__], 2001.

Determination of LIBOR

On each LIBOR Determination Day, the Lender will determine LIBOR on
the basis of the rate for three-month United States dollar deposits that appears
on Telerate page 3750 as of 11:00 a.m., London time, on such date. If such rate
does not appear on Telerate Page 3750, the rate for that date will be determined
on the
<PAGE> 2
basis of the rates at which three-month United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market. The Lender will request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If two or more such quotations are provided, the rate for that date will be the
arithmetic mean of the quotations.

"LIBOR" shall mean, for any quarterly interest period specified
herein, the London interbank offered rate for 90-day United States dollar
deposits determined in accordance with the provisions of the above paragraph.

"LIBOR Determination Date" shall mean the first London Business Day
of each interest period.

A "London Business Day" shall mean any business day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.

"Reference Banks" means at least two and up to four major banks in
the London interbank market selected by the Lender.

"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Jones Telerate Service or any successor service (or such
other page as may replace that page on that service for the purpose of
displaying comparable rates or prices).

Manner of Payments

Payment of both principal and interest shall be paid in lawful money
of the United States of America in immediately available funds to the Lender at
2300 Clarendon Boulevard, Suite 800, Arlington, Virginia 22201, or at any other
place as the Lender may from time to time designate. All payments shall be
applied first to any and all interest accrued through the payment date and then
to the unpaid principal balance of this Note.

The Borrower shall have the right at any time to prepay, without
premium or penalty, all or any portion of the unpaid principal balance of this
Note and any accrued and unpaid interest thereon.

If any payment of principal or interest on this Note shall become
due on a Saturday, Sunday or a public holiday under the laws of the Commonwealth
of Virginia, such payment shall be made on the next business day and such
extension of time shall be included in computing interest in connection with
such payment.

Upon payment in full of all principal and interest payable
hereunder, this Note shall be surrendered to the Borrower for cancellation.

- 2 -
<PAGE> 3
Events of Default

Upon (i) the Borrower's failure to pay any installment of principal
or interest owing under this Note within fifteen (15) days after the date it is
due and payable (whether at maturity, by notice of intention to prepay, or
otherwise) or (ii) the sale by the Borrower or any of its Affiliates (as
hereafter defined) of shares of the outstanding common stock of the Lender which
results in the Borrower and its Affiliates collectively owning less than
twenty-five percent (25%) of the outstanding common stock of the Lender, the
Lender may, by written notice to the Borrower, declare all of the unpaid
principal amount of this Note, together with all accrued interest thereon,
immediately due and payable. For purposes of this Note, (i) the term "Affiliate"
means (A) each Entity (as hereafter defined) that the Borrower controls, (B)
each Person (as hereafter defined) that controls the Borrower, (C) each Person
which is a member of the Borrower as of the date hereof, and (D) each Entity
that is under common control with the Borrower, (ii) the term "Entity" means any
corporation, limited liability company, partnership, limited partnership, joint
venture, trust, estate, governmental entity or other entity, (iii) the term
"Person" means any natural person or Entity and (iv) the term "control" means
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 direct the management, activities or
policies of an Entity.

No course of dealing or any delay on the part of the Lender or any
registered holder of this Note in exercising any right, power or remedy shall
operate as a waiver thereof or otherwise prejudice the rights of the Lender or
such holder. Except as expressly provided in this Note, no right conferred
hereby on the Lender or any registered holder of this Note shall be exclusive of
any other right referred to herein or now or hereafter available at law, in
equity, by statute or otherwise. The Borrower hereby waives demand, protest,
presentment for payment and diligence in bringing action against any party. The
Borrower agrees to pay all reasonable costs of collection (including attorneys'
fees) paid or incurred by the Lender or any registered holder of this Note in
enforcing all or any portion of this Note upon the occurrence of any default
hereunder.

Senior Status

This Note shall constitute senior indebtedness of the Borrower, and
shall rank pari passu with other senior indebtedness of the Borrower. The
Borrower shall not subordinate its obligations under this Note to any other
indebtedness of Borrower, and shall not represent to any person or entity that
such obligations are subordinate to any other indebtedness of Borrower, without
the prior written consent of the Lender.

- 3 -
<PAGE> 4
Notices

All notices, consents and other communications hereunder shall be
provided in writing and shall be delivered personally, by overnight courier, by
registered or certified mail (return receipt requested) or by facsimile or
similar method of communication (transmission confirmed), to the parties at the
following addresses (or such other address as may have been furnished by or on
behalf of such party by like notice):

If to the Borrower: Telcom Ventures, L.L.C.
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Facsimile: (703) 243-4960
Attention: President and General Counsel

If to the Lender: LCC International, Inc.
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Facsimile: (703) 351-0980
Attention: President and General Counsel

Communications delivered personally or sent by facsimile shall be
deemed received on the date of dispatch. Communications delivered by overnight
courier shall be deemed received on the next day after deposit with the courier
with all charges prepaid. Communications sent by registered or certified mail
shall be deemed received three (3) calendar days after mailing.

General

This Note has been executed and delivered in Arlington, Virginia and
shall be governed by and construed and interpreted in accordance with the laws
of the Commonwealth of Virginia applicable to contracts made and to be performed
entirely therein, without giving effect to the rules of conflicts of law.

Any term of this Note may be amended and the observance of any term
hereof may be waived (either generally or in a particular instance) only with
the written consent of Borrower and of the Lender and/or its assigns who are
then holders of the Note. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each holder of this Note at the time
outstanding, each future holder of this Note and Borrower.

All of the provisions of this Note shall bind and inure to the
benefit of Borrower, the Lender and their respective successors and assigns and,
in particular, shall inure to the benefit of and be enforceable by any holder or
holders of this Note or any part hereof.

- 4 -
<PAGE> 5
IN WITNESS WHEREOF, the Borrower has executed this Note as of the
date first set forth above.

TELCOM VENTURES, L.C.C.

By: ______________________________
Name:
Title:

- 5 -

<PAGE> 1
EXHIBIT 10.40

Carlyle Designee

LCC INTERNATIONAL, INC.
CARLYLE OPTION DESIGNEE
STOCK OPTION AGREEMENT
<PAGE> 2
Carlyle Designee

TABLE OF CONTENTS

1. GRANT OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. EXERCISE OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.1 Time of Exercise of Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.2 Exercise by Optionee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.3 Limitations on Exercise of Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.4 Reduction in Number of Shares Subject to Option. . . . . . . . . . . . . . . . . . . . . 2
4. METHOD OF EXERCISE OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. LIMITATIONS ON TRANSFER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. RIGHTS AS SHAREHOLDER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. EFFECT OF CHANGES IN CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7.1 Changes in Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7.2 Reorganization in Which the Corporation Is the Surviving Entity. . . . . . . . . . . . . 4
7.3 Reorganization in Which the Corporation Is Not the Surviving
Corporation or Sale of Assets or Stock . . . . . . . . . . . . . . . . . . . . . . . 4
7.4 Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
8. GENERAL RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. DISCLAIMER OF RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
10. INTERPRETATION OF THIS OPTION AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
11. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
12. GRANT DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
13. BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
14. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
15. ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>

-i-
<PAGE> 3
Carlyle Designee

LCC INTERNATIONAL, INC.
CARLYLE OPTION DESIGNEE
STOCK OPTION AGREEMENT

This Stock Option Agreement (the "Option Agreement") is made
as of the ____ day of ______, 1996, by and between LCC International, Inc. (the
"Corporation") and ______________, an individual who has been designated by The
Carlyle Group to receive an Option (the "Optionee").

WHEREAS, the Board of Directors of the Corporation (the
"Board") have approved the grant of a specified number of options for the
purchase of shares of the Corporation's Class A Common Stock, $.01 par value
(the "Class B Stock"), to an individual designated by The Carlyle Group;

NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto do hereby agree as follows:

1. GRANT OF OPTION.

The Corporation hereby grants to the Optionee the right and
option (the "Option") to purchase from the Corporation, on the terms and
subject to the conditions hereinafter set forth, 25,000 shares of Class A
Stock. This Option shall not constitute an incentive stock option within the
meaning of section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

2. PRICE.

The purchase price (the "Option Price") for the shares of
Class A Stock subject to the Option granted by this Option Agreement is $______
per share (the Fair Market Value on the Grant Date).

3. EXERCISE OF OPTION.

Except as otherwise provided herein, the Option granted
pursuant to this Option Agreement shall be subject to exercise as follows:

3.1 TIME OF EXERCISE OF OPTION.

-1-
<PAGE> 4

Option shall be for less than 100 shares, unless the number of shares purchased
is the total number at the time available for purchase under this Option.

3.2 EXERCISE BY OPTIONEE.

During the lifetime of the Optionee, only the Optionee (or, in
the event of the Optionee's legal incapacity or incompetency, the Optionee's
guardian or legal representative) may exercise the Option.

3.3 LIMITATIONS ON EXERCISE OF OPTION.

3.4 REDUCTION IN NUMBER OF SHARES SUBJECT TO OPTION.

4. METHOD OF EXERCISE OF OPTION.

The Option may be exercised by delivery to the Corporation on
any business day, at its principal office addressed to the attention of the
Administrator, of written notice of exercise, which notice shall specify the
number of shares for which the Option is being exercised, and shall be
accompanied by payment in full of the Option Price of the shares for which the
Option is being exercised. Payment of the Option Price for the shares of Class
A Stock purchased pursuant to the exercise of an Option shall be made (a) in
cash or by certified check payable to the order of the Corporation; (b) through
the tender to the Corporation of shares of Class A Stock, which shares shall be
valued, for purposes of determining the extent to which the Option Price has
been paid thereby, at their Fair Market Value on the date of exercise; or (c)
by a combination of the methods described in (a) and (b) hereof. Payment in
full of the Option Price need not accompany the written notice of exercise
provided the notice directs that the Class A Stock certificate or certificates
for the shares for which the Option is exercised be delivered to a licensed
broker acceptable to the Corporation as the agent for the individual exercising
the Option and, at the time such Class A Stock certificate or certificates are
delivered, the broker tenders to the Corporation cash (or cash equivalents
acceptable to the Corporation) equal to the Option Price. An attempt to
exercise the Option granted other than as set forth above shall be invalid and
of no force and

-2-
<PAGE> 5

effect. Promptly after the exercise of the Option and the payment in full of
the Option Price of the shares of Class A Stock covered thereby, the Optionee
shall be entitled to the issuance of a Class A Stock certificate or
certificates evidencing such individual's ownership of such shares.

5. LIMITATIONS ON TRANSFER.

6. RIGHTS AS SHAREHOLDER.

7. EFFECT OF CHANGES IN CAPITALIZATION.

7.1 CHANGES IN SHARES.

If the number of outstanding shares of Class A Stock is
increased or decreased or changed into or exchanged for a different number or
kind of stock or other securities of the Corporation by reason of any
recapitalization, reclassification, Class A Stock split, reverse split,
combination of Class A Stock, exchange of Class A Stock, Class A Stock dividend
or other distribution payable in capital stock, or other increase or decrease
in such shares effected without receipt of consideration by the Corporation
occurring after the date the Option is granted, a proportionate and appropriate
adjustment shall be made by the Corporation in the number and kind of shares
subject to the Option, so that the proportionate interest of the Optionee
immediately following such event shall, to the extent practicable, be the same
as immediately prior to such event. Any such adjustment in the Option shall
not change the total Option Price with respect to shares subject to the
unexercised portion of the Option but shall include a corresponding
proportionate adjustment in the Option Price per share.

-3-
<PAGE> 6

7.2 REORGANIZATION IN WHICH THE CORPORATION IS THE
SURVIVING ENTITY.

7.3 REORGANIZATION IN WHICH THE CORPORATION IS NOT THE
SURVIVING CORPORATION OR SALE OF ASSETS OR STOCK.

7.4 ADJUSTMENTS.

Adjustments specified in this Section relating to shares of
Class A Stock or securities of the Corporation shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive. No
fractional shares or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or
unit.

-4-
<PAGE> 7

8. GENERAL RESTRICTIONS.

The Corporation shall not be required to sell or issue any
shares of Class A Stock under the Option if the sale or issuance of such shares
would constitute a violation by the individual exercising the Option or by the
Corporation of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. If at any time the Corporation shall determine, in its
discretion, that the listing, registration or qualification of any shares of
Class A Stock subject to the Option upon any securities exchange or under any
state or federal law, or the consent or approval of any government regulatory
body, is necessary or desirable as a condition of, or in connection with, the
issuance or purchase of shares hereunder, the Option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Corporation, and any delay caused thereby shall in no way
affect the date of termination of the Option. Specifically in connection with
the Securities Act of 1933, upon notice of exercise of any Option, unless a
registration statement under such Act is in effect with respect to the shares
covered by such Option, the Corporation shall not be required to sell or issue
such shares unless the Board has received evidence satisfactory to the Board
that the holder of such Option may acquire such shares pursuant to an exemption
from registration under such Act. Any determination in this connection by the
Corporation shall be final, binding, and conclusive. The Corporation shall not
be obligated to take any affirmative action in order to cause the exercise of
the Option or the issuance of shares of Class A Stock pursuant thereto to
comply with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that the Option shall not
be exercisable unless and until the shares covered by the Option are registered
or are subject to an available exemption from registration, the exercise of the
Option (under circumstances in which the laws of such jurisdiction apply) shall
be deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.

9. DISCLAIMER OF RIGHTS.

No provision in this Option Agreement shall be construed to
confer upon the Optionee any rights other than to purchase Class A Stock of the
Corporation.

10. INTERPRETATION OF THIS OPTION AGREEMENT.

-5-
<PAGE> 8

inconsistency between the provisions of this Option Agreement and of the Plan,
the provisions of the Plan shall govern.

11. GOVERNING LAW.

This Option Agreement is executed pursuant to and shall be
governed by the laws of the State of Delaware (but not including the choice of
law rules thereof).

12. GRANT DATE.

The Grant Date of this Option is _____, 1996.

13. BINDING EFFECT.

14. NOTICE.

15. ENTIRE AGREEMENT.

-6-
<PAGE> 9

hereunder, but no such waiver shall operate as or be construed to be a
subsequent waiver of the same provision or a waiver of any other provision
hereof.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Option Agreement, or caused this Option Agreement to be duly executed on their
behalf, as of the day and year first above written.

ATTEST: LCC INTERNATIONAL, INC.

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

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

OPTIONEE:

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

ADDRESS FOR NOTICE TO
OPTIONEE:

------------------------------------
Number Street

------------------------------------
City State Zip Code

-7-

<PAGE> 1

EXHIBIT 10.41

FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
<PAGE> 2

FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT

TABLE OF CONTENTS

<TABLE>
<S> <C>
1. GRANT OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PARACHUTE LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. TERMS OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. VESTING IN OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
6. TERM AND EXERCISE OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Option Period and Limitations on Exercise . . . . . . . . . . . . . . . . . . . . . . 3
(c) Limitations on Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(d) Method of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. PUBLICLY TRADED SECURITIES; TERM AND EXERCISE OF
OPTIONS AFTER SECURITIES ARE PUBLICLY TRADED . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(b) Rights in the Event of Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(c) Rights in the Event of Disability . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. TRANSFERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. REQUIREMENTS OF LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
10. EFFECT OF CHANGES IN CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(a) Changes in Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(b) Reorganization in Which the Corporation Is the Surviving Corporation . . . . . . . . 7
(c) Dissolution, Liquidation, Sale of Assets, Reorganization in Which the
Corporation Is Not the Surviving Corporation, Etc. . . . . . . . . . . . . . . . . . . 7
(d) Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(e) No Limitations on Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11. DISCLAIMER OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12. FORFEITURE OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14. WITHHOLDING OF TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . 9
17. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

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<PAGE> 3
<TABLE>
<S> <C>
18. BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
19. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
20. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

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<PAGE> 4

FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT

This Stock Option Agreement is made as of __________, 1996, by and
between LCC International, Inc., a Delaware (the "Corporation"), and
________________________, an individual who is employed by Corporation (the
"Optionee").

WHEREAS, the Board of Directors of the Corporation has duly adopted
and approved the LCC International, Inc. 1996 Employee Stock Option Plan (the
"Plan"), subject to approval by the stockholders of the Corporation, which Plan
authorizes the Corporation to grant to eligible individuals options for the
purchase of shares of the Corporation's Class A Common Stock, par value $.01
per share (the "Stock"); and

WHEREAS, the Corporation has determined that it is desirable and in
its best interests to grant to the Optionee, pursuant to the Plan, an option to
purchase a certain number of shares of Stock, in order to provide the Optionee
with an incentive to advance the interests of the Corporation and any Affiliate
thereof;

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

1. GRANT OF OPTION

Subject to the terms of the Plan (attached hereto as Exhibit
A), and to the requisite approval of the Plan by the stockholders of the
Corporation, the Corporation hereby grants to the Optionee the right and option
(the "Option") to purchase from the Corporation, on the terms and subject to
the conditions set forth in the Plan and in this Option Agreement,
_____________________ (_______) shares of Stock. This Option shall constitute
an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The date of grant of this
Option is __________ [__], 1996, the date on which the grant of the Option was
approved by the Compensation and Stock Option Committee of the Board of
Directors of the Corporation (the "Committee").

2. PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Stock Option
Agreement or of any other agreement, contract, or understanding heretofore or
hereafter

-1-
<PAGE> 5
entered into by the Optionee and Corporation, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this Section (the "Other Agreements"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
compensation of the Optionee (including groups or classes of participants or
beneficiaries of which the Optionee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Optionee (a "Benefit Arrangement"), the Optionee shall have no right to
receive any payment or other benefit under the Plan, if, and to the extent
that, such payment or benefit, taking into account all other payments or
benefits to or for the Optionee under the Plan, all Other Agreements, and all
Benefit Plans, would cause any payment or benefit to the Optionee under this
Stock Option Agreement to be considered a "parachute payment" within the
meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute
Payment").

3. TERMS OF PLAN

The Option granted pursuant to this Stock Option Agreement is
granted subject to the terms and conditions set forth in the Plan. All terms
and conditions of the Plan are hereby incorporated into this Stock Option
Agreement by reference and shall be deemed to be part of this Stock Option
Agreement, without regard to whether such terms and conditions are not
otherwise set forth in this Stock Option Agreement. To the extent any
capitalized words used in this Stock Option Agreement are not defined, they
shall have the definitions stated for them in the Plan. In the event that
there is any inconsistency between the provisions of this Stock Option
Agreement and of the Plan, the provisions of the Plan shall govern.

4. OPTION PRICE

The purchase price (the "Option Price") for the shares subject
to the Option granted by this Stock Option Agreement is $_____ which price is
not less than 100 percent of the Fair Market Value of the shares of Stock on
the date of grant of this Option.

5. VESTING IN OPTIONS

The Option becomes vested as to _____ percent of the shares
purchasable pursuant to the Option on the first anniversary of the date of
grant (the first "Anniversary Date"), if Optionee has been providing services
to Corporation continuously from the date of grant to the Anniversary Date.
Thereafter, so long as continuous service has not been interrupted, the Option
becomes vested as to an additional _________ percent of the shares subject to
the Option after each of the next ______ Anniversary Dates. Service for this
purpose includes service as an employee, director, advisor or consultant
providing bona fide services to Corporation or an Affiliate. For purposes of
the Stock Option

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<PAGE> 6
Agreement, termination of service would not be deemed to occur if the Optionee,
after terminating service in one capacity, continues to provide service to
Corporation or an Affiliate in another capacity. Termination of service is
sometimes also referred to herein as termination of employment or other
relationship with Corporation or an Affiliate.

6. TERM AND EXERCISE OF OPTION

(a) TERM

The Option shall terminate and all rights to purchase the
shares thereunder shall cease upon the expiration of ten years after the Grant
Date.

(b) OPTION PERIOD AND LIMITATIONS ON EXERCISE

The Optionee may exercise the Option (subject to the
limitations on exercise set forth in this Stock Option Agreement and in the
Plan), to the extent the Option is vested and has not terminated. Any
limitation on the exercise of an Option may be rescinded, modified or waived by
the Committee, in its sole discretion, at any time and from time to time after
the Grant Date of the Option, so as to accelerate the time at which the Option
may be exercised. The time at which the Option may be exercised will be
accelerated and the Option shall be exercisable, in whole or in part, at any
time and from time to time prior to termination of the Option after termination
of employment by reason of death of Optionee or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of the
Optionee.

Notwithstanding the foregoing Sections, in no event may the
Option be exercised: (i) in whole or in part, after ten years following the
Grant Date, as set forth in Section 1 above, (ii) following termination of
employment for Cause (as defined in Section 13(a) below), (iii) if securities
of the Corporation or of any successor are not Publicly Traded, after twelve
months following termination of employment other than for Cause, or (iv) if
securities of the Corporation or of any successor are Publicly Traded,
following termination of employment except as provided in Sections 7(a), 7(b),
and 7(c) below. If securities of the Corporation or of any successor are not
Publicly Traded, the Option may be exercised following termination of
employment other than for Cause, to the extent vested at the time of such
termination for the lesser of twelve months from the date of termination of
employment or ten years from the Grant Date.

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<PAGE> 7
(d) METHOD OF EXERCISE

The Option may be exercised to the extent that shares have
become exercisable hereunder by delivery to the Corporation on any business
day, at its principal office addressed to the attention of the Committee, of
written notice of exercise, which notice shall specify the number of shares for
which the Option is being exercised, and shall be accompanied by payment in
full of the Option Price of the shares for which the Option is being exercised.
Payment of the Option Price for the shares of Stock purchased pursuant to the
exercise of the Option shall be made, as determined by the Committee and set
forth in the Option Agreement pertaining to an Option, (i) in cash or by
certified check payable to the order of the Corporation; (ii) through the
tender to the Corporation of shares of Stock, which shares shall be valued, for
purposes of determining the extent to which the Option Price has been paid
thereby, at their Fair Market Value on the date of exercise; or (iii) by a
combination of the methods described in Sections 6(d)(i) and 6(d)(ii) hereof.
Payment in full of the Option Price need not accompany the written notice of
exercise provided the notice directs that the Stock certificate or certificates
for the shares for which the Option is exercised be delivered to a licensed
broker acceptable to the Corporation as the agent for the individual exercising
the Option and, at the time such Stock certificate or certificates are
delivered, the broker tenders to the Corporation cash (or cash equivalents
acceptable to the Corporation) equal to the Option Price plus the amount (if
any) of federal and/or other taxes which the Corporation may, in its judgment,
be required to withhold with respect to the exercise of the Option. An attempt
to exercise any Option granted hereunder other than as set forth above shall be
invalid and of no force and effect. Promptly after the exercise of an Option
and the payment in full of the Option Price of the shares of Stock covered
thereby, the Optionee shall be entitled to the issuance of a Stock certificate
or certificates evidencing such individual's ownership of such shares. An
individual holding or exercising the Option shall have none of the rights of a
stockholder until the shares of Stock covered thereby are fully paid and issued
to such individual and, except as provided in Section 10 hereof, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date of such issuance.

7. PUBLICLY TRADED SECURITIES; TERM AND EXERCISE OF OPTIONS
AFTER SECURITIES ARE PUBLICLY TRADED

(a) TERMINATION OF EMPLOYMENT

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<PAGE> 8
termination. At the end of such thirty (30) day period, the Option shall
terminate unless notice is given exercising such Option, and such Optionee
shall have no further right to purchase shares pursuant to such Option. If the
termination of employment is for Cause, the Option shall terminate on the
termination of employment. Whether a leave of absence or leave on military or
government service shall constitute a termination of employment for purposes of
this Stock Option Agreement shall be determined by the Committee, which
determination shall be final and conclusive.

(b) RIGHTS IN THE EVENT OF DEATH

If securities of the Corporation or of any successor are
Publicly Traded, after the Optionee dies while employed by the Corporation, the
executors or administrators or legatees or distributees of such Optionee's
estate shall have the right at any time within 180 days after the date of such
Optionee's death, and prior to termination of the Option pursuant to Section
6(a) above, to exercise, in whole or in part, any Option held by such Optionee
at the date of such Optionee's death, whether or not such Option was
exercisable immediately prior to such Optionee's death.

If securities of the Corporation or of any successor are
Publicly Traded, after the Optionee terminates employment with the Corporation
by reason of the "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code) of the Optionee, then such Optionee shall have
the right, at any time within 180 days after such termination of employment and
prior to termination of the Option pursuant to Section 6(a) above, to exercise,
in whole or in part, the Option held by such Optionee at the date of such
termination of employment, whether or not such Option was exercisable
immediately prior to such termination of employment. Whether a termination of
employment is to be considered by reason of "permanent and total disability"
for purposes of this Stock Option Agreement shall be determined by the
Committee, which determination shall be final and conclusive.

8. TRANSFERABILITY.

During the lifetime of the Optionee, only such Optionee (or,
in the event of legal incapacity or incompetency, the Optionee's guardian or
legal representative) may exercise the Option.

9. REQUIREMENTS OF LAW

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<PAGE> 9
of any provisions of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or
regulations. If at any time the Corporation shall determine, in its
discretion, that the listing, registration or qualification of any securities
subject to the Option upon any securities exchange or under any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the issuance or purchase of securities hereunder, the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Corporation, and any delay caused thereby shall in no way
affect the date of termination of the Option. Specifically in connection with
the 1933 Act, upon the exercise of the Option, unless a registration statement
under such act is in effect with respect to the securities covered by the
Option, the Corporation shall not be required to sell or issue such securities
unless the Committee has received evidence satisfactory to it that the holder
of such Option may acquire such securities pursuant to an exemption from
registration under such act. Any determination in this connection by the
Committee shall be final, binding, and conclusive. The Corporation may, but
shall in no event be obligated to, register any securities covered hereby
pursuant to the 1933 Act. The Corporation shall not be obligated to take any
affirmative action in order to cause the exercise of the Option or the issuance
of securities pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that the Option shall not be exercisable until the securities
covered by such Option are registered or are exempt from registration, the
exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.

10. EFFECT OF CHANGES IN CAPITALIZATION

(a) CHANGES IN STOCK

If the number of outstanding shares of Stock is increased or
decreased or the shares of Stock are changed into or exchanged for a different
number or kind of shares or other securities of the Corporation on account of
any recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Corporation, occurring after the date of grant of the
Option, the number and kind of shares of Stock for which the Option was granted
shall be adjusted proportionately and accordingly so that the proportionate
interest of the Optionee immediately following such event shall, to the extent
practicable, be the same as immediately before such event. Any such adjustment
in the Option shall not change the aggregate Option Price payable with respect
to shares that are subject

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<PAGE> 10
to the unexercised portion of the Option but shall include a corresponding
proportionate adjustment in the Option Price per share.

(b) REORGANIZATION IN WHICH THE CORPORATION IS THE
SURVIVING CORPORATION

Subject to Subsection 10(c) hereof, if the Corporation shall
be the surviving corporation in any reorganization, merger, or consolidation of
the Corporation with one or more other corporations, the Option shall pertain
to and apply to the securities to which a holder of the number of shares of
Stock subject to the Option would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the shares
remaining subject to the Option immediately prior to such reorganization,
merger, or consolidation.

(c) DISSOLUTION, LIQUIDATION, SALE OF ASSETS,
REORGANIZATION IN WHICH THE CORPORATION IS NOT
THE SURVIVING CORPORATION, ETC.

The Option shall terminate (i) upon the dissolution or
liquidation of the Corporation, or (ii) upon a merger, consolidation, or
reorganization of the Corporation with one or more other corporations in which
the Corporation is not the surviving corporation, or (iii) upon a sale of
substantially all of the assets of the Corporation to another person or entity,
or (iv) upon a merger, consolidation or reorganization (or other transaction if
so determined by the Board in its sole discretion) in which the Corporation is
the surviving corporation, that is approved by the Board and that results in
any person or entity (other than persons who are holders of Stock of the
Corporation at the time the Plan is approved by the stockholders and other than
an Affiliate) owning 80 percent or more of the combined voting power of all
classes of stock of the Corporation, except to the extent provision is made in
writing in connection with any such transaction covered by clauses (i) through
(iv) for the assumption of the Option or for the substitution for the Option of
a new option(s) covering the stock of a successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and exercise prices, in which event the Option theretofore granted shall
continue in the manner and under the terms so provided. In the event of any
such termination of the Option, the Optionee shall have the right (subject to
the general limitations on exercise set forth in Section 6), during such period
occurring before such termination as the Board in its sole discretion shall
determine and designate, and in any event immediately before the occurrence of
such termination, to exercise such Option in whole or in part, to the extent
that such Option was otherwise exercisable at the time such termination occurs.
The Corporation shall send written notice of a transaction or event that will
result in such a termination to Optionee not later than the time at which the
Corporation gives notice thereof to its stockholders.

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<PAGE> 11
(d) ADJUSTMENTS

Adjustments under this Section 10 related to stock or
securities of the Corporation shall be made by the Board, whose determination
in that respect shall be final, binding, and conclusive. No fractional shares
of Stock or units of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or
unit.

(e) NO LIMITATIONS ON CORPORATION

The grant of the Option shall not affect or limit in any way
the right or power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part of
its business or assets.

11. DISCLAIMER OF RIGHTS

No provision in this Stock Option Agreement shall be construed
to confer upon any individual the right to remain in the employ or service of
the Corporation or any Affiliate, or to interfere in any way with any
contractual or other right or authority of the Corporation or any Affiliate
either to increase or decrease the compensation or other payments to any
individual at any time, or to terminate any employment between any individual
and the Corporation or an Affiliate. In addition, notwithstanding anything
contained in the Plan to the contrary, the Option shall not be affected by any
change of duties or position of the Optionee (including a transfer to or from
the Corporation or an Affiliate), so long as such Optionee continues to be an
employee of the Corporation or an Affiliate.

12. FORFEITURE OF RIGHTS

The Corporation at any time shall have the right to cause a
forfeiture of the rights of the Optionee on account of the Optionee taking
actions in competition with the Corporation. Unless otherwise specified in an
employment agreement between the Corporation and the Optionee, the Optionee
takes actions in competition with the Corporation if he or she directly or
indirectly owns any interest in, operates, joins, controls or participates as a
partner, director, principal, officer, or agent of, enters into the employment
of, acts as a consultant to, or performs any services for, any entity which has
material operations which compete with any business in which the Corporation is
engaged during the Optionee's employment with the Corporation or at the time of
the Optionee's termination of employment.

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<PAGE> 12
13. CAPTIONS

The use of captions in this Stock Option Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of such Stock Option Agreement.

14. WITHHOLDING OF TAXES

The Corporation shall have the right to deduct from payments
of any kind otherwise due to an Optionee any federal, state, or local taxes of
any kind required by law to be withheld with respect to any payments,
distributions and property transferred under this Stock Option Agreement. At
the time of exercise, the Optionee shall pay to the Corporation any amount that
the Corporation may reasonably determine to be necessary to satisfy such
withholding obligation.

15. SEVERABILITY

If any provision of the Plan or this Stock Option Agreement
shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions thereof and hereof shall be severable
and enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.

16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT

All decisions and interpretations made by the Corporation or
the Committee with regard to any question arising under the Plan or this Stock
Option Agreement shall be final, binding and conclusive on the Corporation and
the Optionee and any other person entitled to exercise the Option as provided
for herein.

17. GOVERNING LAW

The validity and construction of this Stock Option Agreement
shall be governed by the laws of the State of Delaware but not including the
choice of law rules thereof.

18. BINDING EFFECT

Subject to all restrictions provided for in this Stock Option
Agreement, the Plan and by applicable law limiting assignment and transfer of
this Stock Option Agreement and the Option provided for herein, this Stock
Option Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors, and
assigns.

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<PAGE> 13
19. NOTICE

All notices or other communications which may be or are
required to be given by any party to any other party pursuant to this Stock
Option Agreement shall be in writing and shall be mailed by first-class,
registered or certified mail, return receipt requested, postage prepaid, or
transmitted by hand delivery, telecopier (fax) or telex, addressed as follows:

If to the Corporation:

LCC International, Inc.
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Attention: Committee

If to Optionee:

At the address set forth below under
Optionee's name at the foot of this
Agreement.

Each party may designate by notice in writing a new address to which any notice
or other communication may thereafter be so given. Each notice or other
communication which shall be mailed, delivered or transmitted in the manner
described above, shall be deemed sufficiently given for all purposes at such
time as it is delivered to the addressee with the return receipt, the delivery
receipt, the affidavit of personal courier or, with respect to a telex, upon
receipt of the answer back and with respect to a telecopy upon acknowledgment
of receipt there of and in all cases at such time as delivery is refused by the
addressee upon presentation.

20. ENTIRE AGREEMENT

This Stock Option Agreement and the Plan together constitute
the entire agreement and supersede all prior understandings and agreements,
written or oral, of the parties hereto with respect to the subject matter
hereof. Neither this Stock Option Agreement nor any term hereof may be
amended, waived, discharged or terminated except by a written instrument signed
by the Corporation and the Optionee; provided, however, that the Corporation
unilaterally may waive any provision hereof in writing to the extent that such
waiver does not adversely affect the interests of the Optionee hereunder, but
no such waiver shall operate as or be construed to be a subsequent waiver of
the same provision or a waiver of any other provision hereof.

-10-
<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Stock Option Agreement, or caused this Stock Option Agreement to
be duly executed and delivered in their name and on their behalf, as of the day
and year first above written.

LCC INTERNATIONAL, INC.

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

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

OPTIONEE:

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

ADDRESS FOR NOTICE TO
OPTIONEE:

----------------------------------
Number Street

----------------------------------
City State Zip Code

EXHIBIT 1: 1996 EMPLOYEE STOCK OPTION PLAN

-11-

<PAGE> 1

EXHIBIT 10.42

FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT
<PAGE> 2

FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT

TABLE OF CONTENTS

<TABLE>
<S> <C>
1. GRANT OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PARACHUTE LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. TERMS OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. VESTING IN OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
6. TERM AND EXERCISE OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Option Period and Limitations on Exercise . . . . . . . . . . . . . . . . . . . . . . 3
(c) Limitations on Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(d) Method of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. PUBLICLY TRADED SECURITIES; TERM AND EXERCISE OF
OPTIONS AFTER SECURITIES ARE PUBLICLY TRADED . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(b) Rights in the Event of Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(c) Rights in the Event of Disability 5
8. TRANSFERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. REQUIREMENTS OF LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
10. EFFECT OF CHANGES IN CAPITALIZATION 6
(a) Changes in Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(b) Reorganization in Which the Corporation Is the Surviving Corporation . . . . . . . . 7
(c) Dissolution, Liquidation, Sale of Assets, Reorganization in
Which the Corporation Is Not the Surviving Corporation, Etc. . . . . . . . . . . . . . 7
(d) Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(e) No Limitations on Corporation 8
11. DISCLAIMER OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12. FORFEITURE OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14. WITHHOLDING OF TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . 9
17. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

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<PAGE> 3

<TABLE>
<S> <C>
18. BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
19. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
20. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

- ii -
<PAGE> 4

FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT

This Stock Option Agreement is made as of ___________, 1996, by and
between LCC International, Inc., a Delaware (the "Corporation"), and
________________________, an individual who is employed by Corporation (the
"Optionee").

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

1. GRANT OF OPTION

Subject to the terms of the Plan (attached hereto as Exhibit
A), and to the requisite approval of the Plan by the stockholders of the
Corporation, the Corporation hereby grants to the Optionee the right and option
(the "Option") to purchase from the Corporation, on the terms and subject to
the conditions set forth in the Plan and in this Option Agreement,
_____________________ (_______) shares of Stock. This Option shall not
constitute an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). The date of grant of
this Option is __________ [__], 1996, the date on which the grant of the Option
was approved by the Compensation and Stock Option Committee of the Board of
Directors of the Corporation (the "Committee").

2. PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Stock Option
Agreement or of any other agreement, contract, or understanding heretofore or
hereafter entered into by the Optionee and Corporation, except an agreement,
contract, or understanding hereafter

- 1 -
<PAGE> 5

entered into that expressly modifies or excludes application of this Section
(the "Other Agreements"), and notwithstanding any formal or informal plan or
other arrangement for the direct or indirect compensation of the Optionee
(including groups or classes of participants or beneficiaries of which the
Optionee is a member), whether or not such compensation is deferred, is in
cash, or is in the form of a benefit to or for the Optionee (a "Benefit
Arrangement"), the Optionee shall have no right to receive any payment or other
benefit under the Plan, if, and to the extent that, such payment or benefit,
taking into account all other payments or benefits to or for the Optionee under
the Plan, all Other Agreements, and all Benefit Plans, would cause any payment
or benefit to the Optionee under this Stock Option Agreement to be considered a
"parachute payment" within the meaning of Section 280G(b)(2) of the Code as
then in effect (a "Parachute Payment").

3. TERMS OF PLAN

4. OPTION PRICE

The purchase price (the "Option Price") for the shares subject
to the Option granted by this Stock Option Agreement is $_____.

5. VESTING IN OPTIONS

-2-
<PAGE> 6

Corporation or an Affiliate. For purposes of the Stock Option Agreement,
termination of service would not be deemed to occur if the Optionee, after
terminating service in one capacity, continues to provide service to
Corporation or an Affiliate in another capacity. Termination of service is
sometimes also referred to herein as termination of employment or other
relationship with Corporation or an Affiliate.

6. TERM AND EXERCISE OF OPTION

(a) TERM

The Option shall terminate and all rights to purchase the
shares thereunder shall cease upon the expiration of ten years after the Grant
Date.

(b) OPTION PERIOD AND LIMITATIONS ON EXERCISE

(d) METHOD OF EXERCISE

The Option may be exercised to the extent that shares have
become exercisable hereunder by delivery to the Corporation on any business
day, at its

-3-
<PAGE> 7

principal office addressed to the attention of the Committee, of written notice
of exercise, which notice shall specify the number of shares for which the
Option is being exercised, and shall be accompanied by payment in full of the
Option Price of the shares for which the Option is being exercised. Payment of
the Option Price for the shares of Stock purchased pursuant to the exercise of
the Option shall be made, as determined by the Committee and set forth in the
Option Agreement pertaining to an Option, (i) in cash or by certified check
payable to the order of the Corporation; (ii) through the tender to the
Corporation of shares of Stock, which shares shall be valued, for purposes of
determining the extent to which the Option Price has been paid thereby, at
their Fair Market Value on the date of exercise; or (iii) by a combination of
the methods described in Sections 6(d)(i) and 6(d)(ii) hereof. Payment in full
of the Option Price need not accompany the written notice of exercise provided
the notice directs that the Stock certificate or certificates for the shares
for which the Option is exercised be delivered to a licensed broker acceptable
to the Corporation as the agent for the individual exercising the Option and,
at the time such Stock certificate or certificates are delivered, the broker
tenders to the Corporation cash (or cash equivalents acceptable to the
Corporation) equal to the Option Price plus the amount (if any) of federal
and/or other taxes which the Corporation may, in its judgment, be required to
withhold with respect to the exercise of the Option. An attempt to exercise
any Option granted hereunder other than as set forth above shall be invalid and
of no force and effect. Promptly after the exercise of an Option and the
payment in full of the Option Price of the shares of Stock covered thereby, the
Optionee shall be entitled to the issuance of a Stock certificate or
certificates evidencing such individual's ownership of such shares. An
individual holding or exercising the Option shall have none of the rights of a
stockholder until the shares of Stock covered thereby are fully paid and issued
to such individual and, except as provided in Section 10 hereof, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date of such issuance.

7. PUBLICLY TRADED SECURITIES; TERM AND EXERCISE OF
OPTIONS AFTER SECURITIES ARE PUBLICLY traded

(a) TERMINATION OF EMPLOYMENT

If securities of the Corporation or of any successor are
Publicly Traded, the Option shall remain exercisable for thirty (30) days
following a termination of the employment of the Optionee with the Corporation,
other than for Cause or by reason of the death or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code), to the extent
such Option was vested at the time of termination. At the end of such thirty
(30) day period, the Option shall terminate unless notice is given exercising
such Option, and such Optionee shall have no further right to purchase shares
pursuant to such Option. If the termination of employment is for Cause, the
Option shall terminate on the termination of

-4-
<PAGE> 8

employment. Whether a leave of absence or leave on military or government
service shall constitute a termination of employment for purposes of this Stock
Option Agreement shall be determined by the Committee, which determination
shall be final and conclusive.

(b) RIGHTS IN THE EVENT OF DEATH

8. TRANSFERABILITY.

During the lifetime of the Optionee, only such Optionee (or,
in the event of legal incapacity or incompetency, the Optionee's guardian or
legal representative) may exercise the Option.

9. REQUIREMENTS OF LAW

The Corporation shall not be required to sell or issue any
securities under the Option if the sale or issuance of such securities would
constitute a violation by the Optionee, the individual exercising the Option,
or the Corporation of any provisions of any law or regulation of any
governmental authority, including without limitation any federal or state
securities laws or regulations. If at any time the Corporation shall
determine, in its discretion, that the listing, registration or qualification
of any securities subject to the Option upon any securities exchange or

-5-
<PAGE> 9

under any governmental regulatory body is necessary or desirable as a condition
of, or in connection with, the issuance or purchase of securities hereunder,
the Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Corporation, and any
delay caused thereby shall in no way affect the date of termination of the
Option. Specifically in connection with the 1933 Act, upon the exercise of the
Option, unless a registration statement under such act is in effect with
respect to the securities covered by the Option, the Corporation shall not be
required to sell or issue such securities unless the Committee has received
evidence satisfactory to it that the holder of such Option may acquire such
securities pursuant to an exemption from registration under such act. Any
determination in this connection by the Committee shall be final, binding, and
conclusive. The Corporation may, but shall in no event be obligated to,
register any securities covered hereby pursuant to the 1933 Act. The
Corporation shall not be obligated to take any affirmative action in order to
cause the exercise of the Option or the issuance of securities pursuant thereto
to comply with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that the Option shall not
be exercisable until the securities covered by such Option are registered or
are exempt from registration, the exercise of such Option (under circumstances
in which the laws of such jurisdiction apply) shall be deemed conditioned upon
the effectiveness of such registration or the availability of such an
exemption.

10. EFFECT OF CHANGES IN CAPITALIZATION

(a) CHANGES IN STOCK

-6-
<PAGE> 10

(b) REORGANIZATION IN WHICH THE CORPORATION IS THE
SURVIVING CORPORATION

(c) DISSOLUTION, LIQUIDATION, SALE OF ASSETS,
REORGANIZATION IN WHICH THE CORPORATION IS NOT THE
SURVIVING CORPORATION, ETC.

-7-
<PAGE> 11

(d) ADJUSTMENTS

(e) NO LIMITATIONS ON CORPORATION

11. DISCLAIMER OF RIGHTS

12. FORFEITURE OF RIGHTS

-8-
<PAGE> 12

13. CAPTIONS

The use of captions in this Stock Option Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of such Stock Option Agreement.

14. WITHHOLDING OF TAXES

15. SEVERABILITY

16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT

17. GOVERNING LAW

The validity and construction of this Stock Option Agreement
shall be governed by the laws of the State of Delaware but not including the
choice of law rules thereof.

18. BINDING EFFECT

-9-
<PAGE> 13

19. NOTICE

If to the Corporation:

LCC International, Inc.
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Attention: Committee

If to Optionee:

At the address set forth below under
Optionee's name at the foot of this
Agreement.

20. ENTIRE AGREEMENT

-10-
<PAGE> 14

IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Stock Option Agreement, or caused this Stock Option Agreement to
be duly executed and delivered in their name and on their behalf, as of the day
and year first above written.

LCC INTERNATIONAL, INC.

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

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

OPTIONEE:

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

ADDRESS FOR NOTICE TO
OPTIONEE:

----------------------------------
Number Street

----------------------------------
City State Zip Code

EXHIBIT 1: 1996 EMPLOYEE STOCK OPTION PLAN

-11-

<PAGE> 1

EXHIBIT 10.43

Conversion of PMP and March Options

FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT
<PAGE> 2

FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT

TABLE OF CONTENTS

<TABLE>
<S> <C>
1. GRANT OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PARACHUTE LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. TERMS OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. OPTION PRICE 2
5. VESTING IN OPTIONS 2
6. TERM AND EXERCISE OF OPTION 3
(a) Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Option Period and Limitations on Exercise . . . . . . . . . . . . . . . . . . . . . . 3
(c) Limitations on Exercise of Option 3
(d) Method of Exercise 3
7. PUBLICLY TRADED SECURITIES; TERM AND EXERCISE OF
OPTIONS AFTER SECURITIES ARE PUBLICLY TRADED . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(b) Rights in the Event of Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(c) Rights in the Event of Disability 5
8. TRANSFERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. REQUIREMENTS OF LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
10. EFFECT OF CHANGES IN CAPITALIZATION 6
(a) Changes in Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(b) Reorganization in Which the Corporation Is the Surviving Corporation . . . . . . . . 7
(c) Dissolution, Liquidation, Sale of Assets, Reorganization in
Which the Corporation Is Not the Surviving Corporation, Etc. . . . . . . . . . . . 7
(d) Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(e) No Limitations on Corporation 8
11. DISCLAIMER OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12. FORFEITURE OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14. WITHHOLDING OF TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . 9
17. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

-i-
<PAGE> 3

-ii-
<PAGE> 4

FORM OF LCC INTERNATIONAL, INC.
1996 EMPLOYEE STOCK OPTION PLAN
NON-INCENTIVE STOCK OPTION AGREEMENT

This Stock Option Agreement is made as of _______________, 1996, by and
between LCC International, Inc., a Delaware (the "Corporation"), and
________________________, an individual who is employed by Corporation (the
"Optionee").

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

1. GRANT OF OPTION

Subject to the terms of the Plan (attached hereto as Exhibit
A), and to the requisite approval of the Plan by the stockholders of the
Corporation, the Corporation hereby grants to the Optionee the right and option
(the "Option") to purchase from the Corporation, on the terms and subject to
the conditions set forth in the Plan and in this Option Agreement,
_____________________ (_______) shares of Stock. This Option shall not
constitute an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). The date of grant of
this Option is __________ [__], 1996, the date on which the grant of the Option
was approved by the Compensation and Stock Option Committee of the Board of
Directors of the Corporation (the "Committee").

2. PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Stock Option
Agreement or of any other agreement, contract, or understanding heretofore or
hereafter

- 1 -
<PAGE> 5

entered into by the Optionee and Corporation, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this Section (the "Other Agreements"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
compensation of the Optionee (including groups or classes of participants or
beneficiaries of which the Optionee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Optionee (a "Benefit Arrangement"), the Optionee shall have no right to
receive any payment or other benefit under the Plan, if, and to the extent
that, such payment or benefit, taking into account all other payments or
benefits to or for the Optionee under the Plan, all Other Agreements, and all
Benefit Plans, would cause any payment or benefit to the Optionee under this
Stock Option Agreement to be considered a "parachute payment" within the
meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute
Payment").

3. TERMS OF PLAN

4. OPTION PRICE

The purchase price (the "Option Price") for the shares subject
to the Option granted by this Stock Option Agreement is $_____.

5. VESTING IN OPTIONS

- 2 -
<PAGE> 6

Corporation or an Affiliate in another capacity. Termination of service is
sometimes also referred to herein as termination of employment or other
relationship with Corporation or an Affiliate.

6. TERM AND EXERCISE OF OPTION

(a) TERM

The Option shall terminate and all rights to purchase the
shares thereunder shall cease upon the expiration of ten years after the Grant
Date.

(b) OPTION PERIOD AND LIMITATIONS ON EXERCISE

(d) METHOD OF EXERCISE

The Option may be exercised to the extent that shares have become
exercisable hereunder by delivery to the Corporation on any business day, at
its

- 3 -
<PAGE> 7

7. PUBLICLY TRADED SECURITIES; TERM AND EXERCISE OF
OPTIONS AFTER SECURITIES ARE PUBLICLY TRADED

(a) TERMINATION OF EMPLOYMENT

- 4 -
<PAGE> 8

(b) RIGHTS IN THE EVENT OF DEATH

8. TRANSFERABILITY.

During the lifetime of the Optionee, only such Optionee (or,
in the event of legal incapacity or incompetency, the Optionee's guardian or
legal representative) may exercise the Option.

9. REQUIREMENTS OF LAW

- 5 -
<PAGE> 9

10. EFFECT OF CHANGES IN CAPITALIZATION

(a) CHANGES IN STOCK

- 6 -
<PAGE> 10

(b) REORGANIZATION IN WHICH THE CORPORATION IS THE
SURVIVING CORPORATION

(c) DISSOLUTION, LIQUIDATION, SALE OF ASSETS,
REORGANIZATION IN WHICH THE CORPORATION IS NOT THE
SURVIVING CORPORATION, ETC.

- 7 -
<PAGE> 11

(d) ADJUSTMENTS

(e) NO LIMITATIONS ON CORPORATION

11. DISCLAIMER OF RIGHTS

12. FORFEITURE OF RIGHTS

- 8 -
<PAGE> 12

13. CAPTIONS

The use of captions in this Stock Option Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of such Stock Option Agreement.

14. WITHHOLDING OF TAXES

15. SEVERABILITY

16. INTERPRETATION OF THIS STOCK OPTION AGREEMENT

17. GOVERNING LAW

The validity and construction of this Stock Option Agreement
shall be governed by the laws of the State of Delaware but not including the
choice of law rules thereof.

18. BINDING EFFECT

- 9 -
<PAGE> 13

19. NOTICE

If to the Corporation:

LCC International, Inc.
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Attention: Committee

If to Optionee:

At the address set forth below under
Optionee's name at the foot of this
Agreement.

20. ENTIRE AGREEMENT

This Stock Option Agreement and the Plan together constitute
the entire agreement and supersede all Awards granted or entered into with the
Optionee pursuant to the LCC, L.L.C. 1994 Phantom Membership Plan and the LCC,
L.L.C. 1996 Employee Option Plan and all prior understandings and agreements,
written or oral, of the parties hereto with respect to the subject matter
hereof. Neither this Stock Option Agreement nor any term hereof may be
amended, waived, discharged or terminated except by a written instrument signed
by the Corporation and the Optionee; provided, however, that the Corporation
unilaterally may waive any provision hereof in writing to the extent that such
waiver does not adversely affect the interests of the Optionee hereunder, but
no such waiver shall operate as or be construed to be a subsequent waiver of
the same provision or a waiver of any other provision hereof.

- 10 -
<PAGE> 14

LCC INTERNATIONAL, INC.

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

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

OPTIONEE:

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

ADDRESS FOR NOTICE TO
OPTIONEE:

-----------------------------------------
Number Street

-----------------------------------------
City State Zip Code

EXHIBIT 1: 1996 EMPLOYEE STOCK OPTION PLAN

- 11 -

<PAGE> 1
EXHIBIT 10.44

Class A Director

LCC INTERNATIONAL, INC.
DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
<PAGE> 2
Class A Director

TABLE OF CONTENTS

1. GRANT OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. EXERCISE OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.1 Time of Exercise of Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.2 Change of Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.3 Exercise by Optionee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.4 Limitations on Exercise of Option. . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.5 Termination of Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.6 Rights in the Event of Death. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.7 Rights in the Event of Disability. . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.8 Reduction in Number of Shares Subject to Option. . . . . . . . . . . . . . . . . . . 3
4. METHOD OF EXERCISE OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. LIMITATIONS ON TRANSFER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. RIGHTS AS SHAREHOLDER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. EFFECT OF CHANGES IN CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.1 Changes in Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.2 Reorganization in Which the Corporation Is the Surviving Entity. . . . . . . . . . . 5
7.3 Reorganization in Which the Corporation Is Not the
Surviving Corporation or Sale of Assets or Stock. . . . . . . . . . . . . . . . . . 5
7.4 Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. GENERAL RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9. DISCLAIMER OF RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. INTERPRETATION OF THIS OPTION AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 6
11. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12. GRANT DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
13. BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
14. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
15. ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>

-i-
<PAGE> 3
Class A Director

LCC INTERNATIONAL, INC.
DIRECTORS' STOCK OPTION PLAN
STOCK OPTION AGREEMENT

This Stock Option Agreement (the "Option Agreement") is made
as of the ____ day of ______, 1996, by and between LCC International, Inc. (the
"Corporation") and ______________, a non-employee director of the Corporation
(the "Optionee").

WHEREAS, the Board of Directors of the Corporation (the
"Board") has duly adopted, and the shareholders of the Corporation have duly
approved, the Directors Stock Option Plan (the "Plan") which provides for the
grant to certain non-employee directors of a specified number of options for
the purchase of shares of the Corporation's Class A Common Stock, $.01 par
value (the "Class A Stock"), subject to shareholder approval of the Plan;

NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto do hereby agree as follows:

1. GRANT OF OPTION.

Subject to the terms of the Plan (attached hereto as Exhibit
A, the terms of which are incorporated by reference herein), the Corporation
hereby grants to the Optionee the right and option (the "Option") to purchase
from the Corporation, on the terms and subject to the conditions hereinafter
set forth, 10,000 shares of Class A Stock. This Option shall not constitute an
incentive stock option within the meaning of section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

2. PRICE.

The purchase price (the "Option Price") for the shares of
Class A Stock subject to the Option granted by this Option Agreement is $______
per share (the Fair Market Value on the Grant Date).

3. EXERCISE OF OPTION.

Except as otherwise provided herein, the Option granted
pursuant to this Option Agreement shall be subject to exercise as follows:

-1-
<PAGE> 4
3.1 TIME OF EXERCISE OF OPTION.

The Optionee may exercise the Option (subject to the
limitations on exercise set forth in the Plan or in this Option Agreement
relating to such Option), in installments as follows: on the first anniversary
of the Grant Date of the Option, as set forth in Section 12 below, the Option
shall be exercisable in respect of 33 1/3 percent of the number of shares
specified in Section 1 above, and the Option shall be exercisable in respect of
an additional 33 1/3 percent of the number of shares specified in Section 1
above on each of the next two anniversaries of the Grant Date, as set forth in
Section 12 below. The foregoing installments, to the extent not exercised,
shall accumulate and be exercisable, in whole or in part, at any time and from
time to time, after becoming exercisable and prior to the termination of the
Option; provided, that no single exercise of the Option shall be for less than
100 shares, unless the number of shares purchased is the total number at the
time available for purchase under this Option.

3.2 CHANGE OF CONTROL.

In the event of a "Change of Control", all non-vested Options
outstanding under the Plan shall become immediately exercisable. For purposes
of this Plan, "Change of Control" means:

-2-
<PAGE> 5
3.3 EXERCISE BY OPTIONEE.

During the lifetime of the Optionee, only the Optionee (or, in
the event of the Optionee's legal incapacity or incompetency, the Optionee's
guardian or legal representative) may exercise the Option.

3.4 LIMITATIONS ON EXERCISE OF OPTION.

Notwithstanding the foregoing Subsections of this Section, in
no event may the Option be exercised, in whole or in part, after 10 years
following the date upon which the Option is granted, as set forth in Section 12
below, or after the occurrence of an event referred to in Section 7 below which
results in termination of the Option. In no event may the Option be exercised
for a fractional Share.

3.5 TERMINATION OF SERVICE.

Upon the termination of service (a "Service Termination") of
the Optionee in all capacities as an employee and/or director of the
Corporation and all of its affiliated companies, other than by reason of the
death or permanent and total disability of such Optionee, Optionee shall have
the right at any time within 60 days after such Service Termination and prior
to termination of the Option pursuant to Section 3.4 above, to exercise, in
whole or in part, any Option held by such Optionee at the date of such Service
Termination, to the extent such Option was exercisable immediately prior to
such Service Termination.

3.6 RIGHTS IN THE EVENT OF DEATH.

If an Optionee dies while in service as a director of the
Corporation, the executors or administrators or legatees or distributees of
such Optionee's estate shall have the right, at any time within 180 days after
the date of such Optionee's death and prior to termination of the Option
pursuant to Section 3.4 above, to exercise any Option held by such Optionee at
the date of such Optionee's death, whether or not such Option was exercisable
immediately prior to such Optionee's death.

3.7 RIGHTS IN THE EVENT OF DISABILITY.

If there is a Service Termination by reason of the permanent
and total disability of the Optionee, then such Optionee shall have the right
at any time within 180 days after such Service Termination and prior to
termination of the Option pursuant to Section 3.3 above, to exercise, in whole
or in part, any Option held by such Optionee at the date of such Service
Termination, whether or not such Option was exercisable immediately prior to
such Service Termination. Whether a Service Termination is to be considered by
reason of permanent and total disability for purposes of this Plan shall be
determined by the Administrator, which determination shall be final and
conclusive.

-3-
<PAGE> 6

3.8 REDUCTION IN NUMBER OF SHARES SUBJECT TO OPTION.

4. METHOD OF EXERCISE OF OPTION.

The Option may be exercised to the extent that shares have
become exercisable hereunder by delivery to the Corporation on any business
day, at its principal office addressed to the attention of the Administrator,
of written notice of exercise, which notice shall specify the number of shares
for which the Option is being exercised, and shall be accompanied by payment in
full of the Option Price of the shares for which the Option is being exercised.
Payment of the Option Price for the shares of Class A Stock purchased pursuant
to the exercise of an Option shall be made (a) in cash or by certified check
payable to the order of the Corporation; (b) through the tender to the
Corporation of shares of Class A Stock, which shares shall be valued, for
purposes of determining the extent to which the Option Price has been paid
thereby, at their Fair Market Value on the date of exercise; or (c) by a
combination of the methods described in (a) and (b) hereof. Payment in full of
the Option Price need not accompany the written notice of exercise provided the
notice directs that the Class A Stock certificate or certificates for the
shares for which the Option is exercised be delivered to a licensed broker
acceptable to the Corporation as the agent for the individual exercising the
Option and, at the time such Class A Stock certificate or certificates are
delivered, the broker tenders to the Corporation cash (or cash equivalents
acceptable to the Corporation) equal to the Option Price. An attempt to
exercise the Option granted other than as set forth above shall be invalid and
of no force and effect. Promptly after the exercise of the Option and the
payment in full of the Option Price of the shares of Class A Stock covered
thereby, the Optionee shall be entitled to the issuance of a Class A Stock
certificate or certificates evidencing such individual's ownership of such
shares.

5. LIMITATIONS ON TRANSFER.

-4-
<PAGE> 7
6. RIGHTS AS SHAREHOLDER.

7. EFFECT OF CHANGES IN CAPITALIZATION.

7.1 CHANGES IN SHARES.

7.2 REORGANIZATION IN WHICH THE CORPORATION IS THE
SURVIVING ENTITY.

-5-
<PAGE> 8
7.3 REORGANIZATION IN WHICH THE CORPORATION IS NOT THE
SURVIVING CORPORATION OR SALE OF ASSETS OR STOCK.

Upon the dissolution or liquidation of the Corporation, or
upon a merger, consolidation or reorganization of the Corporation with one or
more other corporations in which the Corporation is not the surviving
corporation, or upon a sale of substantially all of the assets of the
Corporation to another corporation, or upon any transaction (including, without
limitation, a merger or reorganization in which the Corporation is the
surviving corporation) approved by the Board which results in any person or
entity owning 80 percent or more of the combined voting power of all classes of
stock of the Corporation, the Option shall terminate, except to the extent
provision is made in writing in connection with such transaction for the
assumption of the Option, or for the substitution for the Option of a new
option covering the stock of a successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Option shall continue in the manner and
under the terms so provided. In the event of any such termination of the
Option, the Optionee shall have the right immediately prior to the occurrence
of such termination and during such period occurring prior to such termination
as the Board in its sole discretion shall determine and designate, to exercise
the Option to the extent that the Option was otherwise exercisable at the time
such termination occurs. The Administrator shall send written notice of an
event that will result in such a termination to the Optionee not later than the
time at which the Corporation gives notice thereof to its stockholders.

7.4 ADJUSTMENTS.

8. GENERAL RESTRICTIONS.

-6-
<PAGE> 9
any government regulatory body, is necessary or desirable as a condition of, or
in connection with, the issuance or purchase of shares hereunder, the Option
may not be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Corporation, and any delay caused thereby
shall in no way affect the date of termination of the Option. Specifically in
connection with the Securities Act of 1933, upon notice of exercise of any
Option, unless a registration statement under such Act is in effect with
respect to the shares covered by such Option, the Corporation shall not be
required to sell or issue such shares unless the Board has received evidence
satisfactory to the Board that the holder of such Option may acquire such
shares pursuant to an exemption from registration under such Act. Any
determination in this connection by the Corporation shall be final, binding,
and conclusive. The Corporation shall not be obligated to take any affirmative
action in order to cause the exercise of the Option or the issuance of shares
of Class A Stock pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that the Option shall not be exercisable unless and until the
shares covered by the Option are registered or are subject to an available
exemption from registration, the exercise of the Option (under circumstances in
which the laws of such jurisdiction apply) shall be deemed conditioned upon the
effectiveness of such registration or the availability of such an exemption.

9. DISCLAIMER OF RIGHTS.

No provision in this Option Agreement shall be construed to
confer upon the Optionee the right to continue as a director of the
Corporation.

10. INTERPRETATION OF THIS OPTION AGREEMENT.

11. GOVERNING LAW.

This Option Agreement is executed pursuant to and shall be
governed by the laws of the State of Delaware (but not including the choice of
law rules thereof).

-7-
<PAGE> 10
12. GRANT DATE.

The Grant Date of this Option is _____, 1996.

13. BINDING EFFECT.

14. NOTICE.

15. ENTIRE AGREEMENT.

-8-
<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have duly executed this
Option Agreement, or caused this Option Agreement to be duly executed on their
behalf, as of the day and year first above written.

ATTEST: LCC INTERNATIONAL, INC.

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

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

OPTIONEE:

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

ADDRESS FOR NOTICE TO
OPTIONEE:

--------------------------------------
Number Street

--------------------------------------
City State Zip Code

-9-

<PAGE> 1
EXHIBIT 10.45

Mark Ein

LCC INTERNATIONAL, INC.
DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
<PAGE> 2

TABLE OF CONTENTS

PAGE

<TABLE>
<S> <C>
1. GRANT OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. EXERCISE OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.1 Time of Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2 Exercise by Optionee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.3 Limitations on Exercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.4 Termination of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.5 Rights in the Event of Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.6 Rights in the Event of Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.7 Reduction in Number of Shares Subject to Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. METHOD OF EXERCISE OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. LIMITATIONS ON TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. RIGHTS AS SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. EFFECT OF CHANGES IN CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.1 Changes in Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.2 Reorganization in Which the Corporation Is the Surviving Entity . . . . . . . . . . . . . . . . . . . . 4
7.3 Reorganization in Which the Corporation Is Not the Surviving
Corporation or Sale of Assets or Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.4 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. GENERAL RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. DISCLAIMER OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. INTERPRETATION OF THIS OPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
12. GRANT DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
13. BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
14. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
15. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

</TABLE>

-i-
<PAGE> 3

Mark Ein

LCC INTERNATIONAL, INC.
DIRECTORS' STOCK OPTION PLAN
STOCK OPTION AGREEMENT

This Stock Option Agreement (the "Option Agreement") is made
as of the ____ day of ______, 1996, by and between LCC International, Inc. (the
"Corporation") and Mark Ein, a non-employee director of the Corporation (the
"Optionee").

WHEREAS, the Board of Directors of the Corporation (the
"Board") has duly adopted, and the shareholders of the Corporation have duly
approved, the Directors Stock Option Plan (the "Plan") which provides for the
grant to certain non-employee directors of a specified number of options for
the purchase of shares of the Corporation's Class A Common Stock, $.01 par
value (the "Class A Stock"), subject to shareholder approval of the Plan;

NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto do hereby agree as follows:

1. GRANT OF OPTION.

Subject to the terms of the Plan (attached hereto as Exhibit
A, the terms of which are incorporated by reference herein), the Corporation
hereby grants to the Optionee the right and option (the "Option") to purchase
from the Corporation, on the terms and subject to the conditions hereinafter
set forth, 10,000 shares of Class A Stock. This Option shall not constitute an
incentive stock option within the meaning of section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

2. PRICE.

The purchase price (the "Option Price") for the shares of
Class A Stock subject to the Option granted by this Option Agreement is $______
per share (the Fair Market Value on the Grant Date).

3. EXERCISE OF OPTION.

Except as otherwise provided herein, the Option granted
pursuant to this Option Agreement shall be subject to exercise as follows:

-1-
<PAGE> 4

3.1 TIME OF EXERCISE OF OPTION.

3.2 EXERCISE BY OPTIONEE.

During the lifetime of the Optionee, only the Optionee (or, in
the event of the Optionee's legal incapacity or incompetency, the Optionee's
guardian or legal representative) may exercise the Option.

3.3 LIMITATIONS ON EXERCISE OF OPTION.

3.4 TERMINATION OF SERVICE.

Upon the termination of service (a "Service Termination") of
the Optionee in all capacities as an employee and/or director of the
Corporation and all of its affiliated companies, other than by reason of the
death or permanent and total disability of such Optionee, Optionee shall have
the right at any time within 60 days after such Service Termination and prior
to termination of the Option pursuant to Section 3.3 above, to exercise, in
whole or in part, any Option held by such Optionee at the date of such Service
Termination.

3.5 RIGHTS IN THE EVENT OF DEATH.

3.6 RIGHTS IN THE EVENT OF DISABILITY.

If there is a Service Termination by reason of the permanent
and total disability of the Optionee, then such Optionee shall have the right
at any time within 180 days after such Service Termination and prior to
termination of the Option pursuant to Section 3.2 above, to exercise, in whole
or in part, any Option held by such Optionee at the date of such Service
Termination. Whether a Service Termination is to be considered by reason of
permanent and total disability for purposes of this Plan shall be determined by
the Administrator, which determination shall be final and conclusive.

-2-
<PAGE> 5

3.7 REDUCTION IN NUMBER OF SHARES SUBJECT TO OPTION.

4. METHOD OF EXERCISE OF OPTION.

The Option may be exercised by delivery to the Corporation on
any business day, at its principal office addressed to the attention of the
Administrator, of written notice of exercise, which notice shall specify the
number of shares for which the Option is being exercised, and shall be
accompanied by payment in full of the Option Price of the shares for which the
Option is being exercised. Payment of the Option Price for the shares of Class
A Stock purchased pursuant to the exercise of an Option shall be made (a) in
cash or by certified check payable to the order of the Corporation; (b) through
the tender to the Corporation of shares of Class A Stock, which shares shall
be valued, for purposes of determining the extent to which the Option Price has
been paid thereby, at their Fair Market Value on the date of exercise; or (c)
by a combination of the methods described in (a) and (b) hereof. Payment in
full of the Option Price need not accompany the written notice of exercise
provided the notice directs that the Class A Stock certificate or certificates
for the shares for which the Option is exercised be delivered to a licensed
broker acceptable to the Corporation as the agent for the individual exercising
the Option and, at the time such Class A Stock certificate or certificates are
delivered, the broker tenders to the Corporation cash (or cash equivalents
acceptable to the Corporation) equal to the Option Price. An attempt to
exercise the Option granted other than as set forth above shall be invalid and
of no force and effect. Promptly after the exercise of the Option and the
payment in full of the Option Price of the shares of Class A Stock covered
thereby, the Optionee shall be entitled to the issuance of a Class A Stock
certificate or certificates evidencing such individual's ownership of such
shares.

5. LIMITATIONS ON TRANSFER.

-3-
<PAGE> 6

6. RIGHTS AS SHAREHOLDER.

7. EFFECT OF CHANGES IN CAPITALIZATION.

7.1 CHANGES IN SHARES.

7.2 REORGANIZATION IN WHICH THE CORPORATION IS THE
SURVIVING ENTITY.

-4-
<PAGE> 7

7.3 REORGANIZATION IN WHICH THE CORPORATION IS NOT THE
SURVIVING CORPORATION OR SALE OF ASSETS OR STOCK.

7.4 ADJUSTMENTS.

8. GENERAL RESTRICTIONS.

-5-
<PAGE> 8

the date of termination of the Option. Specifically in connection with the
Securities Act of 1933, upon notice of exercise of any Option, unless a
registration statement under such Act is in effect with respect to the shares
covered by such Option, the Corporation shall not be required to sell or issue
such shares unless the Board has received evidence satisfactory to the Board
that the holder of such Option may acquire such shares pursuant to an exemption
from registration under such Act. Any determination in this connection by the
Corporation shall be final, binding, and conclusive. The Corporation shall not
be obligated to take any affirmative action in order to cause the exercise of
the Option or the issuance of shares of Class A Stock pursuant thereto to
comply with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that the Option shall not
be exercisable unless and until the shares covered by the Option are registered
or are subject to an available exemption from registration, the exercise of the
Option (under circumstances in which the laws of such jurisdiction apply) shall
be deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.

9. DISCLAIMER OF RIGHTS.

No provision in this Option Agreement shall be construed to
confer upon the Optionee the right to continue as a director of the
Corporation.

10. INTERPRETATION OF THIS OPTION AGREEMENT.

11. GOVERNING LAW.

This Option Agreement is executed pursuant to and shall be
governed by the laws of the State of Delaware (but not including the choice of
law rules thereof).

12. GRANT DATE.

The Grant Date of this Option is _____, 1996.

-6-
<PAGE> 9

13. BINDING EFFECT.

14. NOTICE.

15. ENTIRE AGREEMENT.

-7-
<PAGE> 10

IN WITNESS WHEREOF, the parties hereto have duly executed this
Option Agreement, or caused this Option Agreement to be duly executed on their
behalf, as of the day and year first above written.

ATTEST: LCC INTERNATIONAL, INC.

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

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

OPTIONEE:

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

ADDRESS FOR NOTICE TO
OPTIONEE:

---------------------------------
Number Street

---------------------------------
City State Zip Code

-8-

<PAGE> 1
EXHIBIT 10.46

PHANTOM MEMBERSHIP PLAN EXCHANGE AGREEMENT

THIS PHANTOM MEMBERSHIP PLAN EXCHANGE AGREEMENT (this
"Agreement") is made and dated as of September __, 1996, between LCC, L.L.C.
(the "Company"), and __________________ (the "Employee").

WHEREAS, the Company has adopted the 1994 Phantom Membership
Plan (the "Plan") and has made an award to Employee pursuant to the Plan;

WHEREAS, the Company and Employee have heretofore entered into
an agreement pursuant to 1994 Phantom Membership Plan dated as of ____________
__, 199_, (the "PMP Agreement") which contains the terms and conditions of the
award;

WHEREAS, the Plan provides that in the event of the
Closing of an underwritten public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, covering
the offer and sale of shares of capital stock of the Company to the public,
then the award shall be converted into shares of capital stock of the Company
or, to the extent not vested, shall cease and be replaced by a comparable
award in the discretion of the Company; and

WHEREAS, in connection with the proposed sale to the public by
LCC International, Inc. of shares of its Class A Common Stock, par value $.01
per share, pursuant to the Registration Statement (File No. 333-6067) filed
with the Securities and Exchange Commission, as amended (the "Initial Public
Offering") and the proposed merger of the Company into LCC International, Inc.
in connection with the Initial Public Offering (the "Merger"), the parties
desire to enter into this Agreement modifying the PMP Agreement in order to
provide for the conversion of the award into a grant of an option to purchase
shares of Class A Common Stock of LCC International, Inc. ("Stock") with an
option exercise price equal to 25% of the Initial Public Offering Price of the
Stock.

NOW, THEREFORE, in consideration of the mutual promises
contained herein, the parties agree as follows:

1. CONVERSION OF PMP AWARD INTO DISCOUNT OPTION

Pursuant to the Plan, the Company has issued an award
in the amount of ________ (the "Applicable Percentage") entitling Employee to
participate in distributable profits as determined by the LCC, L.L.C.
Membership Committee. In connection with the Merger and the Initial Public
Offering, upon the effectiveness of the Merger, the award shall be converted
into an option under the LCC International, Inc. 1996 Employee Stock Option
Plan to purchase _______________ shares of Class A Common Stock at an option
exercise price equal to 25% of the Initial Public Offering Price of the Stock.
<PAGE> 2

2. TERMS OF THE OPTION

The option shall terminate and all rights to purchase the
shares of Stock thereunder shall cease upon the expiration of ten years after
the date of the conversion. The option shall become vested over the same
period that the award vested. The option shall not be transferable and may be
exercised only by the Employee during his lifetime. If any Employee's
employment with the Company terminates by reason of death or permanent and
total disability, the Employee's option, 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 Employee's employment
terminates for any reason other than cause, death or disability, the option
held by the Employee will terminate 30 days after such termination (but not
later than the date the option would otherwise expire). If the Employee's
employment terminates for cause, options held by Employee will terminate on
such termination.

3. NO ASSIGNMENTS. This Agreement is personal to each
of the parties hereto. Neither party may assign or delegate any rights or
obligations hereunder without first obtaining the written consent of the other
party hereto. However, in the event of the death of the Employee, all rights
to receive payments hereunder shall become rights of the Employee's estate.

4. AMENDMENT; MODIFICATION; WAIVER. No amendments or
additions to this Agreement shall be binding unless in writing and signed by
both of the parties hereto. No delay or failure at any time on the part of the
Company in exercising any right, power or privilege under this Agreement, or in
enforcing any provision of this Agreement, shall impair any such right, power,
or privilege, or be construed as a waiver of any default or as any acquiescence
therein, or shall affect the right of the Company thereafter to enforce each
and every provision of this Agreement in accordance with its terms.

5. SECTION HEADINGS. The section headings used in this
Agreement are included solely for convenience and shall not affect, or be used
in connection with, the interpretation of this Agreement.

6. SEVERABILITY. The provisions of this Agreement shall
be deemed severable and the invalidity or unenforceability of any provision
shall not affect the validity or enforceability of the other provisions hereof.

7. NOTICES. For purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when hand delivered, sent by overnight
courier, or mailed by first-class, registered or certified mail, return receipt
requested, postage prepaid, or transmitted by telegram, telecopy or telex,
addressed as follows:

-2-
<PAGE> 3

If to the Company:

LCC L.L.C.
Arlington Courthouse Plaza II
2300 Clarendon Boulevard, Suite 800
Arlington, Virginia 22201
Telecopy No.: (703) 243-4960
Attention: General Counsel

If to the Employee:

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

8. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties hereto, and supersede all prior oral or
written agreements, commitments or understandings, with respect to the matters
provided for herein.

9. INTERPRETATION. Each party hereto hereby
acknowledges that:

(a) the Employee is sophisticated and has
substantial experience in business, financial and legal matters; and

(b) there are no circumstances surrounding the
drafting or negotiations of this Agreement and no other reason that would or
should require a court construing this Agreement to construe it more strictly
or stringently against one party than against the other party.

10. GOVERNING LAW. This Agreement shall be governed by
the laws of the State of Delaware, excluding the choice of law rules thereof.

-3-
<PAGE> 4

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered in their names and on their behalf
as of the date first above written.

Attest: LCC, L.L.C.

By:
- ---------------------------------- ------------------------------------
Secretary

Date of Execution: _____________, 1996

EMPLOYEE

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

Date of Execution: _____________, 1996

-4-

<PAGE> 1

EXHIBIT 10.47

REVOLVING CREDIT NOTE

$12,500,000 New York, New York
June 14, 1996

For value received, LCC, L.L.C., a limited liability company
organized under the laws of Delaware (the "Borrower"), hereby promises to pay
to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender")
at the principal office of The Chase Manhattan Bank (National Association) at 1
Chase Manhattan Plaza, New York, New York 10081, as administrative agent for
the Lender (in such capacity, together with its successors in such capacity,
the "Administrative Agent"), for the account of the appropriate Lending Office
of the Lender, the principal sum of Twelve Million Five Hundred Thousand and
00/100 Dollars ($12,500,000) or, if less, the amount loaned by the Lender to
the Borrower pursuant to the Credit Agreement referred to below, in lawful
money of the United States of America in immediately available funds, on the
date(s) and in the manner provided in the Credit Agreement referred to below.
The Borrower also promises to pay interest on the unpaid principal balance
hereof, for the period such balance is outstanding, at said principal office
for the account of said Lending Office, in like money, at the rates of interest
as provided in the Credit Agreement described below, on the date(s) and in the
manner provided in said Credit Agreement.

The date and amount of each type of Revolving Credit Loan made by the
Lender to the Borrower under the Credit Agreement referred to below, and each
payment of principal thereof, shall be recorded by the Lender on its books and,
prior to any transfer of this Revolving Credit Note (or, at the discretion of
the Lender, at any other time), endorsed by the Lender on the schedule attached
hereto or any continuation thereof.

This is one of the Revolving Credit Notes referred to in that certain
Credit Agreement dated as of June 14, 1996 (as amended or supplemented from
time to time, the "Credit Agreement") among the Borrower, LCC Design Services,
L.C.C., a Delaware limited liability company, LCC Development Company, L.C.C.,
a Delaware limited liability company (collectively, the "Subsidiary
Guarantors"), each of the lenders which is signatory thereto (including the
Lender) and the Administrative Agent and evidences the Revolving Credit Loans
made by the Lender thereunder which shall, in the aggregate amount among all
such Revolving Credit Notes, not exceed $12,500,000. All terms not defined
herein shall have the meanings given to them in the Credit Agreement.

<PAGE> 2

The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

The Borrower waives presentment, notice of dishonor, protest and any
other notice (except as provided in the Facility Documents) with respect to
this Revolving Credit Note.

This Revolving Credit Note is secured in accordance with, and
entitled to the benefits of, the Security Documents.

All obligations evidenced by this Revolving Credit Note are
guarantied by the Subsidiary Guarantors pursuant to, and subject to the terms
and conditions of, Article 11 of the Credit Agreement and by Telcom Ventures,
L.C.C., a Delaware limited liability company, pursuant to, and subject to the
terms and conditions of, the Parent Guaranty.

This Revolving Credit Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of New York.

LCC, L.C.C., a Delaware limited liability
company

By: /s/ PIYUSH SODHA
-------------------------------------------
Name: Piyush Sodha
Title: President and Chief Executive
Officer

<PAGE> 3

<TABLE>
<S> <C> <C> <C> <C>
Amount of Amount of Balance Notation
Date Loan Payment Outstanding By
---- --------- ----------- ----------- --------
</TABLE>

<PAGE> 1

EXHIBIT 10.48

TERM NOTE

$7,500,000 New York, New York
June 14, 1996

For value received, LCC, L.L.C., a limited liability company
organized under the laws of Delaware (the "Borrower"), hereby promises to pay
to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender")
at the principal office of The Chase Manhattan Bank (National Association) at 1
Chase Manhattan Plaza, New York, New York 10081, as administrative agent for
the Lender (in such capacity, together with its successors in such capacity,
the "Administrative Agent"), for the account of the appropriate Lending Office
of the Lender, the principal sum of Seven Million Five Hundred Thousand and
00/100 Dollars ($7,500,000) in lawful money of the United States of America in
immediately available funds, on the date(s) and in the manner provided in the
Credit Agreement referred to below. The Borrower also promises to pay interest
on the unpaid principal balance hereof, for the period such balance is
outstanding, at said principal office for the account of said Lending Office,
in like money, at the rates of interest as provided in the Credit Agreement
described below, on the date(s) and in the manner provided in said Credit
Agreement.

The date and amount of each type of Term Loan made by the Lender to
the Borrower under the Credit Agreement referred to below, and each payment of
principal thereof, shall be recorded by the Lender on its books and, prior to
any transfer of this Term Note (or, at the discretion of the Lender, at any
other time), endorsed by the Lender on the schedule attached hereto or any
continuation thereof.

This is one of the Term Notes referred to in that certain Credit
Agreement dated as of June 14, 1996 (as amended or supplemented from time to
time, the "Credit Agreement") among the Borrower, LCC Design Services, L.C.C.,
a Delaware limited liability company, LCC Development Company, L.C.C., a
Delaware limited liability company (collectively, the "Subsidiary Guarantors"),
each of the lenders which is signatory thereto (including the Lender) and the
Administrative Agent and evidences the Term Loan made by the Lender thereunder
which shall, in the aggregate amount among all such Term Notes, not exceed
$7,500,000. All terms not defined herein shall have the meanings given to them
in the Credit Agreement.

The Credit Agreement provides for the acceleration of the maturity of
principal upon the occurrence of certain Events of Default and for prepayments
on the terms and conditions specified therein.

<PAGE> 2

The Borrower waives presentment, notice of dishonor, protest and any
other notice (except as provided in the Facility Documents) with respect to
this Term Note.

This Term Note is secured in accordance with, and entitled to the
benefits of, the Security Documents.

All obligations evidenced by this Term Note are guarantied by the
Subsidiary Guarantors pursuant to, and subject to the terms and conditions of,
Article 11 of the Credit Agreement and by Telcom Ventures, L.C.C., a Delaware
limited liability company, pursuant to, and subject to the terms and conditions
of, the Parent Guaranty.

This Term Note shall be governed by, and interpreted and construed in
accordance with, the laws of the State of New York.

LCC, L.C.C., a Delaware limited liability
company

By: /s/ PIYUSH SODHA
------------------------------------------
Name: Piyush Sodha
Title: President and Chief Executive
Officer

<PAGE> 3

<TABLE>
<S> <C> <C> <C> <C>
Amount of Amount of Balance Notation
Date Loan Payment Outstanding By
---- ----------- --------------- ----------- ------------
</TABLE>

<PAGE> 1
EXHIBIT 10.49

[Letterhead of LCC International, Inc.]

August 22, 1996

Dr. Arno A. Penzias
1960 Grant Avenue, Unit 16
San Francisco, California 94133

Dear Dr. Penzias:

In a letter dated May 31, 1996 (the "May 31 Letter Agreement") from
LCC International, Inc. (the "Company") to you, the Company offered you, in
addition to other compensation, stock options (i) having a Black-Scholes
valuation of approximately $80,000, (ii) to be granted under the
(then-proposed) 1996 Directors Stock Option Plan (the "Directors Plan"), (iii)
to be granted at the offering price, e.g., fair market value on the date of
grant, (iv) subject to vesting over a three year period in increments of 1/3
per year, and (v) subject to the terms and conditions set forth in the
Directors Plan.

The Company has adopted the Directors Plan, and proposes to grant or
has granted to you an option to purchase 10,000 shares of Class A Common Stock
of the Company (the "Option"), subject to the terms and conditions set forth in
the Directors Plan, including shareholder approval and completion of the
Company's IPO. This letter is to acknowledge that upon grant of the Option (if
not yet granted) and receipt of shareholder approval and completion of the
Company's IPO, the Option will satisfy in full the Company's obligation under
the provision of the May 31 Letter Agreement regarding stock option
compensation.

If the foregoing correctly sets forth our mutual understanding
regarding your stock option compensation under the May 31 Letter Agreement,
please sign and return to us a duplicate copy of this letter.

Very truly yours,

LCC INTERNATIONAL, INC.

By: /s/ PETER A. DELISO
--------------------------------------
Name: Peter A. Deliso
Title: Vice President-Corporate Affairs,
General Counsel and Secretary

Confirmed and accepted this
26th day of August, 1996.

/s/ ARNO A. PENZIAS
- -----------------------
Arno A. Penzias

<PAGE> 1
EXHIBIT 10.50

AGREEMENT OF LEASE

Between

TELECOM SOLUTIONS, INC.
Tenant

and

COLONIAL VILLAGE CENTER ASSOCIATES
Landlord

<TABLE>
<S> <C>
THE FRED EZRA COMPANY
- --------------------------------------------------------------------------------------------------------
E Z R A 4520 EAST-WEST HIGHWAY - BETHESDA, MARYLAND 20814 - (301) 652-9030
COMMERCIAL REAL ESTATE 1730 K STREET, N.W. - WASHINGTON, D.C. 20006 - (202) 822-0700
8521 LEESBURG PIKE - TYSONS CORNER, VIRGINIA 22182 - (703) 893-3410
</TABLE>
<PAGE> 2

LEASE ABSTRACT

TELECOM SOLUTIONS, INC.

<TABLE>
<S> <C>
LOCATION: One Colonial Place
2111 Wilson Boulevard
Arlington, Virginia 22201

DEMISED PREMISES: 7,702 rentable square feet on the fourth (4th) floor.

LEASE TERM: Five (5) years with one (1) five (5) year option to
renew.

RIGHT TO TERMINATE: Option to cancel at the end of the third (3rd) lease
year with six (6) months prior written notice.
A cancellation fee of $35,000 is due upon the final
day of occupancy.

LEASE COMMENCEMENT: July 15, 1992

LEASE EXPIRATION: July 14, 1997

BASE RENT: $21.25 per square foot

RENTAL ABATEMENT: The first, second, third, thirty-seventh and thirty-eighth
months of base rent are free.

BASE RENT ESCALATIONS: The Base Rent will be escalated 2.25% per year commencing
January 1, 1994.

OPERATING EXPENSE
AND REAL ESTATE
TAX ESCALATIONS: The Base Year for Operating Expenses and Real Estate
Taxes is the calendar year 1992. There will be no
passthrough of Operating Expenses and Real Estate Taxes
until January 1, 1994.

SECURITY DEPOSIT: $13,638.76 in cash is to be held by Landlord. The deposit
is earning 6% interest per annum and accrues to
Tenant.

LANDLORD'S
CONTRIBUTION: An allowance of $4.75 per square foot
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
ASSIGNMENT AND
SUBLETTING: TSI may sublease to LCC or any of its affiliates or subsidiaries
at any time. TSI has the right to sublease with Landlord's
approval to other Tenants.

RENEWAL OPTION: Upon six (6) months prior written notice at ninety-five percent
(95%) of "Market Rate" for comparable space in the Courthouse area.

EXPANSION SPACE: 1,038 rentable square feet at existing rental rate with prorated
concessions. Expansion space to be made available by April 1,
1993 and written notice must be given January 1, 1993.

RIGHT OF FIRST
OFFERING: All space coming available on the fourth (4th) floor as it
becomes available, subject to the rights of existing tenants,
at the "Market Rate".

PARKING: One space per 560 rentable square feet leased. The initial
rental rate is $75.00 per month.

HOURS OF OPERATION: 8:00 a.m. - 6:00 p.m., Monday through Friday
9:00 a.m. - 12:00 p.m., Saturday

OVERTIME HVAC: $20.00 per hour with 24 hours notice (rate subject
to an annual 4% increase)

BROKER: Michael Z. Jacoby.
</TABLE>

- 2 -
<PAGE> 4
TABLE OF CONTENTS

1. THE PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) Description of Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(b) Improvements to Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(c) Description of Building and Land. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(a) Availability For Occupancy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(b) Commencement of Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Base Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) Increases in Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(c) Increases in Operating Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(d) Annual Rent Adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(e) Time of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(f) Place of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(g) Lease for Less Than a Calendar Year. . . . . . . . . . . . . . . . . . . . . . . . . 9
(h) Continuing Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4. USE OF PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5. ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(a) Consent of Landlord. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(b) Right of Landlord to Cancel Lease. . . . . . . . . . . . . . . . . . . . . . . . . . 10
(c) Conditions of Approval to Subletting or Assignment. . . . . . . . . . . . . . . . . . 11
(d) Termination of Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(e) Continuing Liability of Tenant, Subtenant and Assignee. . . . . . . . . . . . . . . . 12
(f) Additional Payment to Landlord. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(g) Sale of Stock or Partnership Interest. . . . . . . . . . . . . . . . . . . . . . . . 13
(h) Brokerage Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(i) Consent of Landlord to be Again Obtained. . . . . . . . . . . . . . . . . . . . . . . 14
(j) No Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(k) Assignment by Landlord. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6. MAINTENANCE AND REPAIR BY TENANT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(a) Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(b) Repair. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7. TENANT ALTERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(a) Approval of Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(b) Installation of Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(c) Ownership of Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(d) Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8. SIGNS AND ADVERTISEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9. TENANT'S EQUIPMENT, FURNISHINGS AND FURNITURE. . . . . . . . . . . . . . . . . . . . . . . . 17
(a) Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

- i -
<PAGE> 5

<TABLE>
<S> <C>
(b) Furnishings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(c) Removal of Furniture, Furnishings and Equipment. . . . . . . . . . . . . . . . . . . 18
(d) Personal Property and Occupancy Taxes. . . . . . . . . . . . . . . . . . . . . . . . 18
10. ENTRY FOR INSPECTION AND REPAIR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
11. INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(a) Insurance Rating. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(b) Landlord's Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(c) Tenant's Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(d) Tenant's Insurance Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12. SERVICES AND UTILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
13. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) No Liability of Landlord. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(b) Mutual Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
14. RULES AND REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
15. DAMAGE; CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(a) Damage to the Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(b) Condemnation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(c) Temporary Taking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
16. DEFAULT OF TENANT; REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(a) Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(b) Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(c) Right of Landlord to Cure Tenant's Default. . . . . . . . . . . . . . . . . . . . . . 28
(d) Late Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(e) Lien on Personal Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
17. SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
18. HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
19. SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
20. QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
21. RESERVATION OF RIGHTS BY LANDLORD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
22. ESTOPPEL CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
23. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
24. BROKERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
25. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(a) No Representations by Landlord. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(b) No Partnership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(c) Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(d) Invalidity of Particular Provisions. . . . . . . . . . . . . . . . . . . . . . . . . 33
(e) Gender and Number. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(f) Benefit and Burden. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(g) Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(h) Corporate Tenant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(i) Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(j) Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(k) Execution of Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(l) Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
</TABLE>

- ii -
<PAGE> 6

<TABLE>
<S> <C>
(m) Paragraph Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(n) ADA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
26. SPECIAL STIPULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(a) Parking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(b) Abatement of Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(c) Options to Renew. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(d) Option to Cancel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(e) Option to Expand. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(f) Right of First Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(g) Suite Signage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

- iii -
<PAGE> 7
COLONIAL PLACE OFFICE LEASE

THIS AGREEMENT OF LEASE ("Lease") is made this 17th day of July, 1992,
by COLONIAL VILLAGE CENTER ASSOCIATES (hereinafter referred to as "Landlord")
and TELECOM SOLUTIONS, INC., a Virginia Corporation (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 condition, covenants and agreements
hereinafter provided, 7,702 rentable square feet located on the fourth (4th)
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).
<PAGE> 8

The Building consists of a 12-story office tower and the portion of
the two level underground parking garage under 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.

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: (1) all or substantially all of the services described in Article 12
hereof are available to the Premises; (2) the installation of the work
described in Exhibit B has been substantially completed and (3) 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 five (5) years and commencing on July 15, 1992 (the "Lease
Commencement Date") and expiring at midnight on July 14, 1997 (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 fifteen (15) 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 and the
Lease Expiration Date shall be the date which is specified in such written
notice and is that same number of days after the Lease Commencement Date as it
was after the original lease commencement date. 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 fifteen (15) day
period prior to the Lease Commencement Date for the purpose of performing
tenant work and installing furniture and equipment. Neither the validity of
this Lease nor the obligations of Tenant under this Lease shall be affected by
the failure of Landlord to deliver

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<PAGE> 9

possession of the premises for any reason whatsoever, and Tenant shall have no
claim against Landlord because of Landlord's failure to deliver possession of
the Premises on the date fixed therefor.

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 as Base Rent the sum of One Hundred
Sixty-Three thousand, Six Hundred Sixty-Seven Dollars and Fifty Cents
($163,667.50) annually, payable in equal monthly installments, in advance of
Thirteen Thousand, Six Hundred Thirty-Eight Dollars and Ninety-Six Cents
($13,638.96). On or before the Lease Commencement Date, Tenant shall pay to
Landlord Base Rent for the first full calendar month of the Lease and if the
Lease Commencement Date is not the first day of the month, Tenant shall also
pay to Landlord on or before the Lease Commencement Date a pro-rata monthly
installment of Base Rent for the fractional period of such month. If the Lease
Expiration Date is not the last day of the month, a pro-rata monthly
installment of Base Rent shall be paid in advance at the then current rate for
the fractional period of such month.

(b) Increases in Taxes.

Tenant shall pay to Landlord as additional rent 3.103% (being the
agreed upon proportion which the rentable square feet of the Premises bear to
the total rentable are 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
calendar year subsequent to the Base Year over the Taxes for the Base Year.
For purposes hereof, the Taxes for the Base Year for the Building and the Land
shall be the actual taxes paid for calendar year 1992 (which for the purposes
of Articles 3(b), 3(c) and 3(d) shall be the Base Year). Under no
circumstances shall any inheritance, estate, succession, transfer, gift tax, or
capital levy be included in such definition and, further, that under no
circumstances shall any franchise, corporation, income or profit tax calculated
upon the 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 increases 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 year as
provided in

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<PAGE> 10

Article 3(e). Should the Taxes for any calendar year be either increased or
decreased as a result of a legal proceeding challenging the assessment of the
Building or the Land, or both, the amount payable by Tenant hereunder as
additional rent for such calendar year shall be adjusted to reflect such
increase or decrease. Landlord may include in any such adjustment any
reasonable legal fees and costs incurred in conducting such legal proceedings.
Within ninety (90) days after the expiration of each calendar year in which
additional rent is payable pursuant to this Article 3(b), Landlord shall submit
a statement containing the actual increase of Taxes over the Taxes for the Base
Year and Tenant's proportionate share thereof. 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(b). Additional rent payable pursuant to this Article 3(b) shall be due and
payable commencing January 1, 1994. Tenant shall not be responsible for any
additional rent payable pursuant to this Article 3(b) prior to January 1, 1994.

(i) Tenant shall pay to Landlord as additional rent
3.351% (being the agreed upon proportion which the rentable square feet of the
Premises bear to the total rentable office 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 for
calendar year 1992. Additional rent payable pursuant to this Article 3(c)
shall be due and payable commencing January 1, 1994. Tenant shall not be
responsible for any additional rent payable pursuant to this Article 3(b) prior
to January 1, 1994.

Operating Expenses shall consist of all operating expenses of the
Building and Land, which shall be computed on the accrual basis and shall
consist of all expenses, costs and disbursements to operate, maintain and
repair all facilities initially installed in the Building or on the Land and
such additional facilities in subsequent years as may be determined by Landlord
to be necessary in connection with the ownership and operation of the Building
and the Land. Operating Expenses shall not include Taxes, debt service,
depreciation, rental lease commissions, costs for the benefit of and billed to
specific tenants and costs and disbursements relating to the operation and
maintenance of the parking garage below the Building and the retail commercial
space on the ground floor of the Building. Operating Expenses shall include,
but not be limited to the following and where applicable, shall be allocated
pro rata among present and future buildings in Colonial Place:

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<PAGE> 11

(1) Wages and salaries of all employees engaged in the
operation, maintenance or security of the Building and the Land, including
taxes, insurance and benefits relating thereto.

(2) All supplies and materials used in operation and
maintenance of the Building and the Land.

(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.

(5) Cost of all insurance relating to the Building,
improvements to 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 or 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 a total of 4% of the
gross rental income) for the manager of the Building and the rental value of
the office space in One Colonial Place occupied by 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, as estimated by Landlord in its judgment, in which the
estimated reduction in Operating Expenses will equal the amount of the
expenditure, and the amortized cost allocated to each calendar year of the
Lease shall be treated as an Operating Expense. If Landlord makes an
expenditure for any other capital improvement of the Building, and if, under
generally accepted accounting principles, such expenditure is not a current
expense,

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<PAGE> 12

the cost thereof shall be amortized over a period equal to the useful life of
such improvements, determined 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. There shall also be included in
Operating Expenses interest on the unamortized balance of any such capital
improvements at the rate paid by Landlord on funds borrowed for the purpose of
constructing such capital improvements.

Notwithstanding the foregoing, the term "Operating Expenses" shall not
include:

(1) 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";

(2) 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 of the grade of building manager;

(3) Loan payments, charges for depreciation of the
Building or equipment, and any interest or other financing charge or
refinancing costs;

(4) 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 cost and expenses incurred in the connection with the
leasing of any space in the Building;

(5) 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;

(6) The cost of correcting defects in the construction of
the Buildings except that conditions (not occasioned by construction defects)
resulting from ordinary wear and tear will not be deemed defects for the
purpose of this category;

(7) 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;

(8) Any cost for which Landlord is reimbursed by
insurance proceeds, warranties, service contracts, condemnation proceeds or
otherwise;

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<PAGE> 13

(9) 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;

(10) 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;

(11) 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;

(12) The cost of alterations, renovations or improvements
for rentable space in the Building;

(13) Capital improvements or expenditures incurred to
reduce operating expenses shall be included in Operating Expenses to 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;

(14) Ground rent or similar payments to a ground lessor;

(15) 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;

(16) 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 its fits into more than one classification;

(17) 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;

(18) Any costs, fines, or penalties incurred because
Landlord violated any governmental rule or authority;

(19) 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;

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<PAGE> 14

(20) 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 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 upon request, 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 Expense 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
representatives 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 1994, Tenant shall pay to Landlord as additional rent an amount
equal to two and one-quarter percent (2.25%) 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 1994, the base rental rate of $21.25 per rentable
square foot shall be adjusted so that Tenant shall pay an additional rent an
amount equal to $0.48 per rentable square foot. At the beginning of calendar
year 1995, the base

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<PAGE> 15

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 1994.

(e) Time of Payment.

Each of the foregoing amounts of rent shall be paid to Landlord
without demand and without deduction, set-off or counterclaim 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 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.

(g) Lease for Less Than a Calendar Year.

If the Lease Expiration Date is not December 31st, the additional 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.

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<PAGE> 16

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 will not be unreasonably withheld or delayed, nor shall any
assignment or transfer of this Lease or the right of occupancy hereunder be
effectuated by operation of law or otherwise without the prior written consent
of Landlord, which consent shall not be unreasonably withheld or delayed. Any
such assignment, subletting or occupancy except to LCC Incorporated without the
written consent of Landlord shall constitute a breach of this Lease by Tenant,
permitting Landlord to terminate this Lease.*

(b) Right of Landlord to Cancel Lease.

If Tenant shall desire to assign its interest in this Lease or to
sublet the Premises or any part thereof to anyone except LCC Incorporated,**
Tenant shall submit to Landlord a written request for Landlord's consent to
such assignment or subletting, which request shall contain or be accompanies 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

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

* Notwithstanding the foregoing, Landlord's consent shall not be required in
connection with any assignment, sublet or other transfer of this lease to LCC
Incorporated or any of its subsidiaries or affiliates.

** or any of its subsidiaries or affiliates.

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<PAGE> 17

the proposed assignee or subtenant. Landlord may then, by notice to such
effect given to Tenant's 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 31 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 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.

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 of the following further
conditions shall be fulfilled:

(1) The Sublet Premises shall not, without Landlord's
prior consent which 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 Colonial Place.

(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

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<PAGE> 18

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
in each instance, which consent shall not be unreasonably withheld or delayed.

(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 costs that may be incurred by Landlord in connection with said
assignment of 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 approved by Landlord.

(9) The form of any advertising used by Tenant in
connection with such subletting or assignment shall be subject to Landlord's
reasonable approval.

(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 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's 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 of Tenant's obligations hereunder notwithstanding any
subletting or assignment provided for herein, and without limiting the
generality of the

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<PAGE> 19

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 remove 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 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) Additional Payment to Landlord.

(Intentionally deleted).

(g) 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) of a greater than sixty percent (60%)
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 sixty (60%) 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
sixty percent (60%) 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 sixty percent (60%) 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".

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<PAGE> 20

(h) 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
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.

(i) 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.

(j) 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.

(k) 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 arising after the date of
assignment, 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.

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<PAGE> 21

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 and except for damage by the elements, fire
or other casualty not due to the negligence of Tenant.

(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. 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.

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 not to be unreasonably
withheld, conditioned or delayed. As a condition precedent to such written
consent of 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, notwithstanding the foregoing
provisions of Article 7(a), any

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<PAGE> 22

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 is 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.

All Alterations, other than pictures, chart boards and maps, 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 case 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 all 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

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<PAGE> 23

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.

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 on the wall adjacent to
Tenant's premises (in accordance with Article 26(g)) and then only in such
place, number, size, color and style as is approved in writing by Landlord and
provided by all at Tenant's cost and 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 in its
reasonable judgment any advertisement of Tenant which in its opinion tends to
impair the reputation of the Building or its desirability as a high-quality
office building and, upon written notice from the 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 and copying machines, without first obtaining the
written consent of Landlord and other equipment normally found in office space.
Landlord may condition such consent upon the payment by Tenant of additional
rent as compensation if Tenant's additional equipment requires an excessive
consumption of utilities as determined under Article 12 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 will
not be unreasonably withheld or delayed. Business

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<PAGE> 24

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 within 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 14 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.

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, upon the
expiration of the Term of 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 upon the expiration or termination of this
Lease, the same shall be deemed 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,

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<PAGE> 25

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 case of 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, but Landlord shall not be required
to perform the Alteration 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 way, 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 or 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 upon demand and any such sum shall be considered
additional rent payable hereunder.

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<PAGE> 26

(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 permanent improvements with the Premises. Such insurance shall be
issued by an insurance company licensed to do business in the Commonwealth of
Virginia. All proceeds of 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 and employees.

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
upon, 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; provided that the minimum limits set forth
above shall, at Landlord's option, be increased three years after the
commencement of the Term, based on then current prudent insurance industry
coverage practices;

(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 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) shall contain an express waiver of any right of
subrogation by the insurance company against Landlord, its agents and
employees. With respect to

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<PAGE> 27

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 15 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 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 term is defined below), with at least one elevator in operation
on a 24 hour per day basis.

(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 judgment for the comfortable
use and occupation of the Premises.

(d) Electricity for lighting 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 4 watts of electricity
exclusive of A/C and heating per rentable square foot during normal business
hours for the purpose of lighting the Premises and providing electricity for
Tenant's equipment. Any use of electricity by Tenant above that amount shall
be provided at Tenant's cost as set forth below.

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<PAGE> 28

(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.

(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 Year's
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 $20.00 per hour subject to a maximum of 4% annual escalation. If
Tenant's equipment shall cause Tenant's consumption of electricity to exceed 4
watts of electricity per square foot, 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 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.

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<PAGE> 29

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 of rent, nor relieve Tenant from
fulfillment of any covenant or 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 5 days then Tenant's rent shall be abated
pro rata beginning on the first day.

13. INDEMNIFICATION.

(a) No Liability 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,
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 when due to willful
act by 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.

Tenant shall hold Landlord harmless from and defend Landlord 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 Tenant, its employees, agents, licensees, customers,
clients, family

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<PAGE> 30

members or guests. 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
or in part by the act, negligence, fault of, or omission of any duty by Tenant,
its employees, agents, licensees, customers, clients, family members or guests.
Tenant further agrees to indemnify any 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
by 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 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 agents, contractors, servants, employees or licensees, 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.

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.

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<PAGE> 31

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 in the sole opinion of the Landlord 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 or 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
reasonably 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 the total rentable square feet
of the Premises. All injury or damage to the Premises or the Building due to
the negligence of Tenant, its employees, agents, licensees, customers, clients,
family members or guests, shall be repaired by Tenant at Tenant's sole cost and
expense. If Tenant shall fail so to do, Landlord shall have the right to make
such repairs or replacements, and any cost or expense so incurred by Landlord
shall be paid by Tenant, in which event such cost and expense shall become
additional rent payable with the installment of rent next becoming due. 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
injury or damage to, or make any replacements of any Alterations, furniture,
furnishings or equipment or other personal property installed in the Premises
by Tenant.

(b) Condemnation.

If the whole or a substantial part (as hereinafter defined) 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
as of the date when title vests in such governmental or quasi-governmental
authority, and the rent shall be abated on the earlier of the date when such
title vests in such governmental or quasi-governmental authority, or when
Tenant can no longer use the Premises. 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 shall be

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<PAGE> 32

equitably adjusted, on the basis of the number of rentable square feet before
and after such event, on the date when title vests in such governmental or
quasi-governmental authority 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 for 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. For purposes of this Article 15(b), a
substantial part of the Premises shall be considered to have been taken if more
than fifty percent (50%) of the Premises are unusable by Tenant as a direct
result of such 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 will have been made therefor) or (ii) violate
or fail to perform any of the

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<PAGE> 33

other terms, conditions, covenants or agreements herein made by Tenant, or
(iii) abandon the premises, and such violation, failure to perform or
abandonment (per (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 sixty (60) 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 Term of this Lease to send written notice to further defaults before
proceeding with its remedies under this Article 16. 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 subject to ordinary wear and tear over the period of
Tenant's occupancy. 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.

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<PAGE> 34

(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 an account of the earliest stipulated rent, nor
shall any endorsement 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 oblations hereunder.

If Tenant defaults in the making of any payment or in the doing of any
act herein required to be made 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 the expense thereof, if made or done by Landlord, with interest
thereon at the price per annum which is two percent (2%) greater than the
"prime rate" as published in the Wall Street Journal, 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
than allowed by law. Such late charge shall constitute additional rent
hereunder due and payable with

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<PAGE> 35

the next monthly installment of rent. The late charge shall be waived one time
in any twelve 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 with exception of Tenant's files, records and computer
disks, as and for security for the rent and other obligations of Tenant herein
provided. In order to perfect and enforce such 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 sale 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 or 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. Tenant hereby irrevocably constitutes and appoints Landlord the
Tenant's attorney-in-fact to execute any such certificate or certificates for
and on behalf of the Tenant. 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 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

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<PAGE> 36

undertaken or completed. 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 the Tenant
hereunder, and Tenant covenants and agrees to attorn to such landlord or to any
successor to 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 successors; 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 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
the 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 without process, or by any legal process in force in the Commonwealth
of Virginia.

19. SECURITY DEPOSIT.

Simultaneously with the execution of this Lease, Tenant has deposited
with Landlord the sum of Thirteen Thousand Six Hundred Thirty-Eight Dollars and
Ninety-Six Cents ($13,638.96) as a Security Deposit and Thirteen Thousand Six
Hundred Thirty-Eight Dollars and Ninety-Six Cents ($13,638.96) as Advance Rent.
Advance Rent shall be applied and credited by Landlord to the first month's
rent due under this Lease and subject to the provisions of Article 26(a)
hereunder. The Security Deposit, but not the Advance Rent, shall accrue
interest in Tenant's favor

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<PAGE> 37

at 6% per annum. Both the Security Deposit and Advance Rent 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 plus accrued interest 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 amount 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
and Advance Rent, if any, to such purchaser or transferee, in which event
Tenant shall look only to the new landlord for the return of the Security
Deposit and Advance Rent and Landlord shall thereupon be released from all
liability to Tenant for the return of such Security Deposit and Advance Rent.
The Security Deposit and Advance Rent 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.

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 of the right of access to the Building. Landlord

- 31 -
<PAGE> 38

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.

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 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.

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, (i)
if to Landlord at 2111 Wilson Boulevard, Suite 317, Arlington, Virginia 22201,
with a copy to Landlord at 11911 Freedom Drive, Suite 300, Reston, Virginia
22090 and (ii) if to Tenant, at 2111 Wilson Boulevard, Arlington, Virginia
unless notice of a change of address is given pursuant to the provisions of
this Article.

24. BROKERS.

Landlord recognizes Coldwell Banker Commercial Real Estate Services
and The Fred Ezra Company as the sole brokers procuring this Lease and shall
pay said brokers a commission therefor pursuant to separate agreements between
said

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<PAGE> 39

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 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.

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.

(d) Invalidity of Particular Provisions.

If any provision of this Lease or the application thereof to any
person or circumstances 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 extent permitted by law.

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<PAGE> 40

(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.

(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. Tenant agrees
to attorn to such new owner.

(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 reimburse Landlord upon
demand for any and all reasonable attorneys' fees and expenses so incurred by
Landlord.

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<PAGE> 41

(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 provisions
of this Lease.

(n) ADA.

Tenant shall have sole and exclusive responsibility for compliance
with the Americans with Disabilities Act with respect to the Demised Premises.

26. SPECIAL STIPULATIONS.

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) Parking.

Landlord shall make available to Tenant not less than one parking
spaces for every 560 rentable square feet. The rentable rates for such spaces
shall be at the prevailing rates issued from time to time by Landlord or its
parking management company which as of the date of this Lease is $75.00 per
space.

(b) Abatement of Rent.

Landlord shall abate five (5) months of fixed Base Rent totaling
$68,194.79. Such abatement shall be divided equally in the first, second,
third, thirty-seventh and thirty-eighth months of the Term of the Lease.

Tenant shall have the option to extend the Term of the Lease for one
(1) additional term of five (5) years at 95% of the prevailing market rate for
comparable space in the Courthouse area of Arlington provided:

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<PAGE> 42

(1) Tenant is not in default of any provision of the
Lease at the time of the exercise of the option.

(2) Written notice of the exercise of the option must be
sent to Landlord at least six (6) months prior to the Lease Expiration Date.

(3) Tenant shall exercise its option only with respect
to 75%* of the Premises.

(4) All of the 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 negotiating a lease in
comparable space in the Courthouse Area or other buildings of Colonial Place
assuming the following: (i) the landlord and tenant are typically motivated;
(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 are taken into consideration in a determination of market rent.

If within thirty (30) 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 within forty-five (45) 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 thirty (30)
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 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 so 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 95% of the Market Rate so determined.

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

* or more

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<PAGE> 43

(d) Option to Cancel.

At the end of the third Lease year, upon six (6) months prior written
notice, Tenant shall have the option to cancel this Lease. A cancellation fee
of $35,000 shall be due and payable to Landlord on the final day of occupancy
of the Premises.

(e) Option to Expand.

Provided Tenant is not in default of any provision of the Lease,
Tenant shall have the right as of April 1, 1993 to expand into the adjacent
suite of 1,038 rentable square feet. Tenant shall notify Landlord of its
intention to occupy these premises by January 1, 1993. The base rental rate
shall be at the rate Tenant is paying pursuant to Article 3 and Tenant shall
receive a pro rata share of the concessions from this transaction. All the
terms and conditions of this Lease shall govern the expansion space.

(f) Right of First Offer.

Tenant shall have the Right of First Offer for contiguous space on the
4th floor as it comes available. This right shall be subject to the prior
rights of any existing Tenants. The rental rate shall be at Market Rate for
comparable space in the Courthouse area of Arlington and as determined in
accordance with Article 26(c) and further provided Tenant is not in default of
any provision of the Lease.

(g) Suite Signage.

Landlord shall add directional signage consistent with the existing
Building signage on the 4th floor to improve Tenant's identity on the floor.
This signage shall be in addition to the sign on Tenant's entry door as well as
lobby directory board and elevator directory board.

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<PAGE> 44

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/ [illegible] By /s/ [illegible]
-------------------------------- ------------------------------------
Asst. Secretary President

WITNESS: TENANT

By /s/ JOHN S. FISCHER By /s/ WAYNE O. JEFFERSON, JR.
-------------------------------- ------------------------------------
Vice President

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<PAGE> 45

EXHIBIT A

[Floor Plan]

<PAGE> 46

EXHIBIT B

Landlord shall contribute $4.75 per rentable square foot towards tenant
improvements ("Allowance") to the Premises. Up to $1.50 of this Allowance may
be applied by Tenant toward moving expenses. Any improvements desired by
Tenant in excess of such Allowance shall be the sole responsibility and
obligation of Tenant. Any unused amounts of such Allowance may be applied by
Tenant as additional rental abatement. The Galbreath Company has agreed to
assist in the coordination of the renovations and permits. Any fees to be paid
to the Galbreath Company by Tenant shall be the subject of a separate agreement
and are not part of this Lease Agreement. Any invoices submitted by the 26th
of the month will be paid by the 20th of the following month.

<PAGE> 47

EXHIBIT C

[PLAT OF BUILDING AND LAND
PARCELS 1A, 1B & 1D
COLONIAL VILLAGE, INC.
DEED BOOK 2136 PAGE 1851
ARLINGTON COUNTY, VIRGINIA

NO SCALE OCTOBER 21, 1985]

<PAGE> 48
EXHIBIT D

COLONIAL PLACE
BUILDING STANDARD OFFICE CLEANING SPECIFICATIONS

<TABLE>
<S> <C>
Nightly: - Empty wastepaper baskets and ash trays. Dust and damp dust, as
necessary, interiors of wastepaper baskets and ash trays.
- Dust horizontal surfaces of all office furniture.
- Wipe clean and sanitize drinking fountains and water coolers,
emptying waste water as necessary.
- Remove wastepaper and normal office refuse to common collection
area.
- Dust mop all resilient tile and hard floor surfaces.
- Vacuum clean or carpet sweep all carpeted areas.
- Clean and stock Men's and Women's lavatories; sanitize all fixtures;
police once daily.
- Clean elevator cabs; police once daily.
- After cleaning, all lights shall be extinguished, doors locked
and offices left in an orderly condition.

Weekly: - Dust in place all picture frames, graphs and other wall hangings
within high-hand reach.
- Dust door ventilating louvers and baseboard heater covers.

Monthly: - Machine scrub ceramic tile floor surfaces in Men's and Women's lavatories.

Quarterly: - Dust all venetian blinds.
- Dust accessible surfaces of all walls, doors, door bucks, partitions
and other vertical surfaces.

Three Times
Yearly: - Wash the interior and exterior of all perimeter windows.

Annually: - Dust ceiling surfaces of other than acoustic material.
- Vacuum interior of accessible baseboard heaters.

Every Two
Years: - Clean interior and exterior of all building standard lighting fixtures.
</TABLE>
<PAGE> 49

EXHIBIT E
COLONIAL PLACE
RULES AND REGULATIONS

1. Signs. No sign, placard, picture, advertisement, name,
lettering or notice shall Be inscribed, displayed or printed or affixed on or
to any part of the outside or the inside of the Building by any tenant, nor
inscribed, displayed, printed or affixed to the inside of the Premises in a
manner to be visible from outside the Premises without the prior written
consent of Landlord and Landlord shall have the right to remove any such sign,
placard, picture, advertisement, name, lettering or notice without notice to
and at the expense of such tenant. All approved signs or lettering on doors
shall be printed, painted, affixed or inscribed at the expense of requesting
tenant by a person approved by Landlord.

2. Awnings and Drapes. No awnings or other projections shall be
attached to the outside walls of the Building without the prior written consent
of the Landlord which shall not be unreasonably withheld, conditioned or
delayed. No drapes, blinds, shades or screens shall be attached to or hung in,
or used in connection with any window or door of the Premises without the prior
written consent of the Landlord which shall not be unreasonably withheld,
conditioned or delayed. Such awnings, projections, drapes, blinds, shades,
screens or other fixtures must be of a quality, type, design and color and
attached in a manner approved by Landlord. If Landlord by a notice in writing
to a tenant shall object to any drapes, blinds, shades or screens installed by
the tenant, the use of such drapes, blinds, shades or screens shall be
forthwith discontinued by the tenant. Drapes installed by Landlord for the use
of any tenant or drapes installed by any tenant which are visible from the
exterior of the Building must be cleaned by such tenant at least once a year,
at the expense of the tenant. Tenant shall not place anything or allow
anything to be placed near any window, door, partition or wall of the Premises
which may, in Landlord's reasonable judgment, appear unsightly from outside the
Premises.

3. Prohibited Conduct. The Premises shall not be used for
lodging or sleeping. No space in the Building shall be used for manufacturing,
for the storage of merchandise, or for the sale AT auction of merchandise,
goods or property of any kind. No bicycles, vehicles or animals, birds or pets
of any kind shall be brought into or kept in the Premises and, no cooking shall
be done or permitted by Tenant on the Premises (except for microwave cooking).
Tenant shall not cause or permit any unusual or objectionable odors to be
produced upon or permeate from the Premises. Stenography, typewriting,
blueprinting, duplicating services of any kind, and similar businesses for the
service or accommodation of other occupants of the Building shall not be
conducted from or within the Premises without the prior written consent of
Landlord.

<PAGE> 50
4. Building Directory. The directory of the Building will be
provided exclusively for the display of the names and locations of tenants only
and Landlord reserves the right to exclude any other name therefrom.

5. Common Areas. The sidewalks, corridors, exits, entrances,
elevators and stairways shall not be obstructed by any of the tenants or used
by them for any purpose other than for ingress to and egress from their
respective premises. The corridors, exits, entrances, elevators and stairways
are not for the use of the general public and the Landlord shall have the right
to control at all times and prevent access thereto by any persons whose
presence, in the judgment of Landlord, shall be prejudicial to the safety,
character, reputation and interests of the Building and its tenant; provided,
that nothing herein contained shall be construed to prevent such access to
persons with whom Tenant normally deals in the ordinary course of Tenant's
business unless such persons are engaged in illegal or otherwise prohibited
activities. No tenant and no employees or invitees of any tenant shall go upon
the roof of the Building. Landlord shall have the right to control and operate
the public portions of the Building and the facilities furnished for the common
use of the tenants, in such manner as Landlord deems best for the benefit of
the tenants generally. No tenant shall permit the visit to the Premises of
persons in such numbers or under such conditions as to interfere with the use
and enjoyment by other tenants of the entrances, corridors, elevators and other
public portions or facilities of the Building.

6. Showcases. No showcases or other articles shall be put in
front of or affixed to any part of the exterior of the Building or the Premises
nor placed in the corridors or other public portions of the Building without
the prior written consent of Landlord.

7. Restrooms. The restroom facilities and other plumbing
fixtures shall not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind shall be thrown therein. All
damages resulting from any misuse of such facilities and fixtures shall be
borne by the tenant who, or whose employees, agents, visitors or licensees
shall have caused such damage.

8. Drilling, Wiring and Defacing. There shall be no marking,
painting, drilling into, driving nails or screws into, or in any way defacing
any of the partitions, woodwork or plaster or any other portion of the Premises
except for all hanging of pictures, chart boards, maps, or other decorations.
No boring, cutting or stringing of wires shall be permitted. Tenant shall not
construct, maintain, use or operate within the Premises or elsewhere within or
in the outside of the Building, any electrical device or wiring apparatus in
connection with a loudspeaker system or other sound system.

9. Movement or Freight and Furniture. All removals or the
carrying in or out of any safes, freight, furniture or bulky matter of any
description must take

- 2 -

<PAGE> 51

place during the hours which the Landlord may determine from time to time.
Landlord reserves the right to inspect all freight to be brought into the
Building and to exclude from the Building all freight which is in violation of
this rule or the Lease of which these rules and regulations are a part.

10. Cleaning. Tenant shall not employ any person or persons other
than the cleaning provided by Landlord for the purpose of cleaning the Premises
unless otherwise agreed to by Landlord. Except with the written consent of
Landlord, no person or persons other than those approved by Landlord shall be
permitted to enter the Building for the purpose of cleaning the Building.
Tenant shall not cause any unnecessary janitorial costs by reason of 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,
however occurring, or for any damage done to the effects of any tenant by the
cleaning contractor. Cleaning services shall include ordinary dusting and
cleaning by the cleaning contractor assigned to such work but shall not include
beating of carpets or rugs or moving of furniture or other special services.

11. Noxious Odors, Noises and Vibrations. Tenant shall not use,
keep or permit to be used or kept any foul or noxious gas or substance in the
Premises or permit or allow the Premises to be occupied or used in a manner
offensive or objectionable to the Landlord or other occupants of the Building
by reason of noise, odors or vibrations or interfere in any way with other
tenants or those having business in the Building.

12. Trash. Tenant shall store all trash and garbage within the
Premises and shall not burn or otherwise dispose of any trash or garbage in or
about the Premises or anywhere else within the public areas of the Building.

13. Flammables. Tenant shall not use or keep in the Premises or
the Building any kerosene, gasoline or inflammable fluid, combustible chemical,
fluid or material or use any method of heating or air conditioning other than
that supplied by Landlord.

14. Wiring. Landlord will direct electricians to the location and
as to the manner in which telephone and telegraph wires are to be introduced to
the Building and the Premises. No boring or cutting for wires will be allowed
without the prior written consent which shall not be unreasonably withheld or
delayed by Landlord. The location of telephones, call boxes and other office
equipment affixed to the Premises shall be subject to the approval of Landlord
which shall not be unreasonably withheld or delayed. Access plates to conduits
under the floor shall be left exposed. Where carpeting is installed, the
carpeting shall be cut around the access plates. Where tenant elects not to
provide removable plates in the carpeting for access to the duct system under
the floor, it shall be the tenant's responsibility

- 3 -
<PAGE> 52

to pay for the removal of and replacement of the carpeting for any access
needed into the duct system.

15. Keys. No additional locks or bolts of any kind shall be
placed upon any of the doors or windows by any tenant nor shall any changes be
made in existing locks or the mechanism thereof. The doors leading to the
corridors or main halls shall be kept closed during business hours except as
they may be used for ingress and egress. Each tenant, upon the termination of
its tenancy, shall deliver to the Landlord the keys of offices, rooms and
restrooms which have been furnished the tenant or which the tenant shall have
had made, and in the event of loss of any keys so furnished, shall pay the
Landlord therefor.

16. Floor Covering. No tenant shall lay linoleum, tile, carpeting
or other similar floor covering so that the same shall be affixed to the floor
of the Premises in any manner except as approved by the Landlord. The expense
of repairing any damage resulting from a violation of this rule shall be borne
by the tenant by whom, or by whose contractors, employees or invitees the
damage shall have been caused.

17. Hand Trucks. There shall not be used in the Premises or in
the corridors, stairways or elevators of the Building, either by any tenant or
by others, in delivery or receipt of merchandise, any hand trucks, except those
equipped with rubber tires and side guards.

18. Admittance to Building. During other than normal business
hours, access to the Building or to the corridors, elevators and stairways in
the Building, or to the Premises may be refused unless the person seeking
access is known to the employee of the Building in charge or the guard on duty
and has a pass or is otherwise properly identified. Landlord shall in no event
be liable for damages for any error with regard to the admission to or
exclusion from the Building of any person. In case of emergency, public
disturbance or similar commotion, Landlord reserves the right to prevent access
to the Building for the safety of the tenants and protection of the Building
and property in the Building. Tenant shall be responsible for all agents and
employees for whom Tenant authorizes entry into or exit from the Building and
shall be liable to the Landlord for all acts of such agents and employees.

19. Securing the Premises. At the time that Tenant leaves the
Building, the doors of the Premises shall be closed and securely locked.
Tenant shall shut off water faucets or water apparatus before leaving the
Building and shall turn off all lights, appliances and electrical equipment in
order to prevent waste and damage.

20. Expulsion. Landlord reserves the right to exclude or expel
from the Building any person who, in the judgment of Landlord, is intoxicated
or under the influence of liquor or drugs and who in any manner acts in
violation of any of the rules and regulations of the Building.

- 4 -
<PAGE> 53

21. Notice to Manager. The requirements of Tenant will be
attended to only upon application at the office of the manager of the Building.
Employees of Landlord shall not perform any work or do anything outside of
their regular duties unless under special instructions from the Landlord.
Tenant shall give prompt notice to the office of the manager of the Building of
any accidents to or defects in the plumbing, electric, heating or cooling
systems.

22. Vendors and Vending Machines. No vending machine of any
description shall be installed, maintained or operated upon the Premises
without the written consent of Landlord. No tenant shall purchase coffee, soft
drinks, snack foods or other like services from any company or persons whose
repeated violations of Building rules and regulations have caused, in
Landlord's opinion, a hazard or nuisance to the Building or its occupants.

23. Building Security. Landlord reserves the right to close and
keep locked all entrance and exit doors of the Building on Saturdays, Sundays
and Building holidays and on other days between the hours of 6 p.m. and 8 a.m.
of the following day, and during such further hours as Landlord may determine
advisable for the adequate protection of the Building and the property of its
tenants.

24. Evacuation. Tenant agrees to designate at least one person
from Tenant's office to act as coordinator with Landlord's representative in
establishing Building evacuation procedures and agrees to have Tenant's
employees participate in any required drills.

25. Canvassing and Soliciting. Canvassing, soliciting and peddling
in the Building by and tenant or others is prohibited and each tenant shall
cooperate to prevent the same.

26. Use of Building Name. Without the written consent of
Landlord, Tenant shall not use the name of the Building in connection with or
in promoting or advertising the business of Tenant except as Tenant's address.
Landlord shall have the right to prohibit any advertising by any tenant which,
in Landlord's opinion, tends to impair the reputation of the Building or its
desirability as a first-class office building, and upon written notice from
Landlord, any such tenant shall refrain from or discontinue such advertising.

27. Further Rules and Regulations. Landlord reserves the right to
make such other and further rules and regulations as in its judgment may be
required for the safety, care and cleanliness of the Premises and the Building
and the preservation of good order therein. Tenant agrees to abide by all such
rules and regulations herein stated and any additional rules and regulations
which are adopted by Landlord.

- 5 -
<PAGE> 54

28. Violation. Violation of these rules and regulations or any
amendments or additions thereto shall be sufficient cause, after proper notice,
to put Tenant in default of this Lease, at the option of Landlord.

29. Waiver. Landlord may, upon request of any tenant, waive the
compliance by such tenant of any of the foregoing rules and regulations,
provided that (a) no waiver shall be effective unless signed by Landlord or
Landlord's authorized agent, (b) any such waiver shall not relieve such tenant
from the obligation to comply with such rule or regulation in the future unless
expressly consented to by Landlord and (c) no waiver granted to any tenant
shall relieve any other tenant from the obligation of complying with the
foregoing rules and regulations unless other tenant has received a similar
waiver in writing from Landlord.

- 6 -
<PAGE> 55
ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT is entered into as of December 30, 1993
among TELECOM SOLUTIONS INC. ("Assignor"), TELCOM VENTURES, L.L.C., a Delaware
limited liability company ("Assignee"), and COLONIAL VILLAGE CENTER ASSOCIATES
("Landlord").

WHEREAS, Landlord and Assignor entered into a lease dated July 17,
1992 for the rental of 7,702 square feet of office space by Assignor in the
office building known as One Colonial Place, whose street address is 2111
Wilson Boulevard, Arlington, Virginia (the "Lease"), and

WHEREAS, Assignor desires to assign all of its interest in the Lease
to Assignee.

NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledge, the parties agree as follows:

1. Effective December 30, 1993, Assignor assigns all of its
right, title and interest in the Lease to Assignee.

2. Assignee accepts such assignment and expressly assumes and
agrees to be bound by all of Assignor's obligations under the Lease.

3. Pursuant to Article 5 of the Lease, Landlord hereby consents
to the assignment set forth herein.

IN WITNESS WHEREOF, the parties have executed this Assignment
Agreement as of the day and year first above written.

<PAGE> 56

WITNESS TELECOM SOLUTIONS INC.

/s/ JOHN S. FISCHER /s/ RAJENDRA SINGH
- ------------------------------------ ----------------------------------
(Title)

WITNESS TELCOM VENTURES, L.L.C.

/s/ JOHN S. FISCHER /s/ RAJENDRA SINGH
- ------------------------------------ ----------------------------------
(Title)

WITNESS COLONIAL VILLAGE
CENTER ASSOCIATES

By Colonial Village Center,
Inc., General Partner

/s/ JOHN [F.] ROBERTS By /s/ [illegible]
- ------------------------------------ --------------------------------
Vice President

- 2 -
<PAGE> 57
AMENDMENT TO LEASE

THIS LEASE AMENDMENT entered into this 10th day of June, 1994, by and
between TELCOM VENTURES, L.L.C., assignee from TELCOM SOLUTIONS, INC.
(collectively "Tenant"), and COLONIAL VILLAGE CENTER ASSOCIATES ("Landlord").

WHEREAS, Tenant and Landlord entered into a Lease dated July 17, 1992
for the rental of 7,702 square feet of office space on the fourth (4th) floor
of One Colonial Place, having an address of 2111 Wilson Boulevard, Arlington,
Virginia ("Premises").

WHEREAS, the parties hereto wish to amend a portion of the Lease as is
more particularly set forth below.

NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged by the parties hereto, the Lease is amended as follows:

1. Article 26(c) is deleted in its entirety and in its place and
stead a new Article 26(c) is substituted as follows:

(c) Option to Renew. Tenant shall have three Options to
Extend the term of the Lease ("Option"). The first Option shall be for the
period July 15, 1997 to November 30, 2000. The second Option shall be for the
period December 1, 2000 to November 30, 2005. The third Option shall be from
December 1, 2005 to November 30, 2010. The rent for each Option shall be at
ninety-seven percent

<PAGE> 58

(97%) of the prevailing Market Rate on a per square foot basis for comparable
space in the Courthouse area of Arlington provided:

(1) Tenant is not in default of any provision of
the Lease at the time of the exercise of the Option.

(2) Written notice of the exercise of any Option
must be sent to Landlord at least six (6) months prior to the Lease Expiration
Date.

(3) Tenant must exercise any Option only with
respect to the entire Premise.

(4) All of the provisions of the Lease shall be
applicable during the extension period, except annual Base Rent shall be
adjusted pursuant to this paragraph 1(c) and the Base Years for pass throughs
(Articles 3(b) through (d)) amended to the then current Base Year(s).

The term "Market Rate", used herein, means the annual rental rate that
would be agreed upon by a landlord and a tenant negotiating a lease in
comparable space in the Courthouse Area, including and without limitation,
other buildings of Colonial Place 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 all other relevant market
factors are taken into consideration in a determination of market rent.

If within sixty (60) days of the exercise of any 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

- 2 -
<PAGE> 59

select one independent M.A.I. appraiser, with ten (10) years or more of
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. Each party shall pay any fees or costs associated with
the appraiser it selects.

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 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 independent appraiser
with similar qualifications to calculate the Market Rate. Costs associated
with the third appraiser shall be shared equally by both parties. The report
of the three appraisers so 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 97% of the Market Rate so determined.

- 3 -
<PAGE> 60

2. The first (1st) sentence of Article 13(b) is hereby amended to
read, "... 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 Tenant and its
employees."

3. The first (1st) sentence of Article 15(a) is hereby amended to
read, "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 or 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." The third (3rd) and fourth (4th) sentences of Article 15(a)
are hereby deleted.

4. Except as herein amended, all other terms and conditions of
the Lease shall remain in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
Amendment on the day and year first hereinabove written.

WITNESS: LANDLORD:

COLONIAL VILLAGE CENTER ASSOCIATES
By Colonial Village Center, Inc.,
General Partner

By /s/ [illegible] By /s/ [illegible]
-------------------------------- ---------------------------------
Asst. Secretary Vice President

- 4 -
<PAGE> 61

TENANT:

WITNESS: TELCOM VENTURES, L.L.C.

By /s/ [illegible] By /s/ RAJENDRA SINGH
------------------------------ ---------------------------------
Title President
------------------------------

- 5 -
<PAGE> 62

ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT is entered into as of September 16,
1996, among TELCOM VENTURES, L.L.C., a Delaware limited liability company
("Telcom Ventures"), LCC, L.L.C., a Delaware limited liability company
("Assignee"), and 2111 WILSON BOULEVARD, INC. ("Landlord"), successor in
interest to COLONIAL VILLAGE CENTER ASSOCIATES ("Original Landlord").

WHEREAS, Original Landlord and Telecom Solutions, Inc., a
Virginia corporation ("Telecom Solutions"), entered into a lease dated July 17,
1992 for the rental of 7,702 square feet of office space by Telecom Solutions
on the fourth floor of the office building known as One Colonial Place, whose
street address is 2111 Wilson Boulevard, Arlington, Virginia (the "Lease"); and

WHEREAS, Original Landlord, Telecom Solutions and Telcom
Ventures entered into an Assignment Agreement dated as of December 30, 1993
whereby Telecom Solutions assigned all of its interest in the Lease to Telcom
Ventures; and

WHEREAS, Original Landlord and Telcom Ventures entered into an
Amendment to Lease on June 10, 1994 whereby certain provisions of the Lease
were amended (the Lease as so amended, the "Amended Lease"); and

WHEREAS, Telcom Ventures desires to assign all of its interest
in the Amended Lease to Assignee;

NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as follows:

1. Effective September 16, 1996, Telcom Ventures assigns
all of its right, title and interest in the Amended Lease to Assignee.

2. Assignee accepts such assignment and expressly
assumes and agrees to be bound by all of Telcom Ventures' obligations under the
Amended Lease.

<PAGE> 63

3. Pursuant to Article 5 of the Amended Lease, Landlord
hereby consents to the assignment set forth herein.

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

WITNESS TELCOM VENTURES, L.L.C.

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

WITNESS LCC, L.L.C.

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

WITNESS 2111 WILSON BOULEVARD, INC.

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

- 2 -

<PAGE> 1
EXHIBIT 10.51

NOTICE OF ASSIGNMENT OF SUBORDINATED NOTE DUE 2000

This Notice of Assignment of Subordinated Note Due 2000 is given as
of this ___ day of September, 1996, by Telcom Ventures, L.L.C., a Delaware
limited liability company (the "Company"), and LCC, L.L.C., a Delaware limited
liability company ("LCC"), to 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, and as amended on July 25,
1996, in the aggregate principal amount of $30,000,000 (the "Note");

WHEREAS, under Section 4.1 of the Securityholders Agreement as
amended on September 19, 1996, at the option of the Company and LCC, by written
notice given to the Investor at any time prior to the effective date of an
exchange of the Note, the Company may assign the Note to LCC; and

WHEREAS, the effective date of an exchange of the Note has not yet
occurred, and the Company and LCC desire to assign the Note to LCC, effective
immediately prior to the merger of LCC into LCC International, Inc., ("LCC
International"), a subsidiary of LCC (the "Merger"), in contemplation of an
initial public offering of common stock by LCC International;

NOW, THEREFORE, pursuant to Section 4.1 of the Amended
Securityholders Agreement:

1. Effective immediately prior to the Merger, the Company hereby
assigns the Note to LCC.

2. Effective upon such assignment, LCC hereby assumes the Note, and
the Company is forever released and discharged from all obligations under the
Note.

3. The Company and LCC hereby request that the Investor enter into
an amendment to the Note with them reflecting and consenting to such assignment
and assumption.

4. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Note.
<PAGE> 2

IN WITNESS WHEREOF, the undersigned have caused to be executed this
Notice of Assignment as of the day and year above written.

TELCOM VENTURES, L.L.C.

By: _______________________________
Name:
Title:

LCC, L.L.C.

By: ________________________________
Name:
Title:

<PAGE> 1
EXHIBIT 10.52

SECOND AMENDMENT TO SUBORDINATED NOTE DUE 2000

This Second Amendment to Subordinated Note Due 2000 is made as
of this ___ day of September, 1996, by Telcom Ventures, L.L.C., a Delaware
limited liability company (the "Company"), and LCC, L.L.C., a Delaware limited
liability company ("LCC"), to 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, and as
amended on July 25, 1996, in the aggregate principal amount of $30,000,000 (the
"Note");

WHEREAS, the effective date of an exchange of the Note has not
yet occurred, and the Company and LCC desire to assign the Note to LCC,
effective immediately prior to the merger of LCC, into LCC International, Inc.
("LCC International"), a subsidiary of LCC (the "Merger"), in contemplation of
an initial public offering of common stock by LCC International;

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 immediately prior to the Merger, the Note is
assigned to LCC.

3. Effective upon such assignment, LCC hereby assumes the
Note, and the Company is forever released and discharged from all obligations
under the Note.

4. In all other respects, the Note shall continue in full
force and effect.

5. Notwithstanding the execution and delivery of this Second
Amendment, LCC and LCC International shall have no obligation to consummate the
Merger.
<PAGE> 2

IN WITNESS WHEREOF, the parties have executed or caused to be
executed this Second 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:
------------------------------------
Name:
Title:

MCI TELECOMMUNICATIONS CORPORATION

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

By execution of this Second Amendment below, the undersigned
assumes and agrees to be bound by the provisions of the Note.

LCC, L.L.C.

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

<PAGE> 1
EXHIBIT 10.53

THIRD AMENDMENT TO SUBORDINATED NOTE DUE 2000

This Third Amendment to Subordinated Note Due 2000 is made as
of this ___ day of ______________, 1996, by Telcom Ventures, L.L.C., a Delaware
limited liability company (the "Company"), and LCC, L.L.C., a Delaware limited
liability company ("LCC"), to 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, and as
amended on July 25, 1996 and on September 19, 1996, in the aggregate principal
amount of $30,000,000 (the "Note");

WHEREAS, under Section 4.1 of the Amended and Restated
Securityholders Agreement (as defined in the Note), as amended on September 19,
1996, at the option of the Company and LCC, by written notice given to the
Investor prior to the effective date of an exchange of the Note, the Company
assigned the Note to LCC, effective immediately prior to the merger of LCC into
LCC International, Inc. ("LCC International"), a subsidiary of LCC (the
"Merger"), in contemplation of an initial public offering of common stock by LCC
International;

WHEREAS, the Merger has become effective, and the parties wish
to reflect that LCC International, as the successor of LCC, is now obligated
under the Note;

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. As a result of the Merger, LCC International has assumed
all of LCC's obligations under the Note.

3. The Note shall continue in full force and effect.
<PAGE> 2

IN WITNESS WHEREOF, the parties have executed or caused to be
executed this Third Amendment to Subordinated Note Due 2000 in one or more
counterparts as of the day and year above written.

LCC INTERNATIONAL, INC.

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

MCI TELECOMMUNICATIONS CORPORATION

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

<PAGE> 1
EXHIBIT 10.54

AMENDMENT TO AMENDED AND RESTATED
SECURITY HOLDERS AGREEMENT

THIS AMENDMENT is made and entered into as of September 19,
1996 (the "Amendment") to the Amended and Restated Securityholders Agreement,
dated as of July 25, 1996, by and among Telcom Ventures, L.L.C., LCC,
Incorporated, TC Group, L.L.C., LCC, L.L.C. (the "Company" or "LCC, L.L.C.") and
MCI Telecommunications Corporations (the "Agreement").

WHEREAS, the parties desire to amend the Agreement in order to
reflect assignment of the Telcom Note before rather than after the Merger (as
such terms are defined in the Agreement),

NOW, THEREFORE, in consideration of the foregoing premises,
the parties hereto hereby agree as follows:

1.1 EFFECTIVE TIME. This Amendment shall become effective
immediately upon the execution hereof.

1.2 DEFINITIONS. Capitalized terms not otherwise defined
herein shall have the meaning given to them in the Agreement.

1.3 ASSIGNMENT OF TELCOM NOTE TO LCC, L.L.C. BEFORE MERGER.
The Agreement is hereby amended (i) to modify Section 4.1 of the Agreement to
permit Telcom to assign the Telcom Note either to LCC International (following
the Merger) or to LCC, L.L.C. (prior to the Merger, but after the effectiveness
of the Registration Statement and in connection with the Merger), and (ii) to
make all references to LCC International in such Section 4.1 and Section 2.1 to
apply and refer in addition to LCC, L.L.C. for the period prior to the Merger
but after the effectiveness of the Registration Statement and in connection with
the Merger.

1.4 REPLACEMENT OF TELCOM VENTURES WITH RF INVESTORS IN
AGREEMENT OF MERGER. The Agreement is hereby amended to acknowledge that Telcom
intends to transfer its 99% membership interest in LCC, L.L.C. to RF Investors,
L.L.C., a Delaware limited liability company in which Telcom will have a 99%
interest, immediately prior to the Merger, and to permit the replacement of the
reference to Telcom in the Agreement of Merger attached as Exhibit A to the
Agreement with a reference to RF Investors, L.L.C. in the event that such
transfer is made.

1.5 MULTIPLE COUNTERPARTS. This Amendment may be executed in
multiple counterparts, each of which shall be deemed an original, and all of
which taken together shall be deemed to constitute one and the same instrument.

<PAGE> 2

1.6 GOVERNING LAW. This amendment shall be governed by and
construed in accordance with the laws of the State of Delaware.

1.7 OTHER PROVISIONS OF AGREEMENT. Except as set forth above,
the Agreement shall remain unchanged and in full force and effect.

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

TELCOM VENTURES, L.L.C. LCC, INCORPORATED

By: /s/ RAJENDRA SINGH By: /s/ RAJENDRA SINGH
--------------------------- ------------------------------
Name: Rajendra Singh Name: Rajendra Singh
--------------------------- ------------------------------
Title: Title:
--------------------------- ------------------------------

TC GROUP, L.L.C. MCI TELECOMMUNICATIONS
CORPORATION

By: /s/ MARK D. EIN By: /s/ DOUGLAS P. MAINE
--------------------------- ------------------------------
Name: Mark D. Ein Name: Douglas P. Maine
--------------------------- ------------------------------
Title: Title:
--------------------------- ------------------------------

LCC, L.L.C.

By: /s/ PETER DELISO
---------------------------
Name: Peter Deliso
---------------------------
Title:
---------------------------

<PAGE> 1

EXHIBIT 10.55

No. 1 $3,500,000.00

DCR COMMUNICATIONS, INC.
Series D Convertible Debenture
Due March 27, 2001

DCR COMMUNICATIONS, INC., a Maryland corporation (the
"Corporation"), is indebted and, for value received, promises to pay to the
order of LCC, L.L.C., or registered assigns, (the "Holder"), on or before March
27, 2001, the principal sum of Three Million Five Hundred Thousand Dollars
($3,500,000.00) with accrued unpaid interest, which shall be payable to the
Holder at 2300 Clarendon Blvd., Suite 800, Arlington, Virginia 22201, unless
this Debenture shall have been converted into shares of the Corporation's Class
B Non-Voting Common Stock, $.01 par value per share ("Class B Stock"), as
hereinafter provided. Interest will accrue at a rate per annum equal to the
applicable interest rate as set forth in that certain Convertible Loan and
Investment Agreement entered into by and between the Corporation and LCC,
L.L.C., dated March 20, 1996 ("LCC Agreement"). Such interest shall be payable
quarterly in 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 this Debenture through
March 31, 1997), and at maturity. This Debenture shall 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 two
percent (2%) plus the rate that would at the time be applicable to principal
under the foregoing provisions.

1. Conversion. This Debenture shall be converted
pursuant to the terms of conversion as set forth in the LCC Agreement.

2. Events of Default. The Corporation shall be in
default of this Debenture upon the occurrence of any of the following events
("Event of Default"):

2.1. The Corporation is in breach of any of the
terms and conditions of this Debenture, including, but not limited to, the
nonpayment when due of interest or principal or the failure to convert the
Debenture as provided herein, which breach has continued for seven (7) days
after Holder has given written notice thereof to the Corporation.

2.2. The Corporation (i) applies for or consents
to the appointment of, or there shall be a taking of possession by a receiver,
custodian, trustee or liquidation for the Corporation or its properties (unless
such taking is stayed or removed within ninety (90) days after such taking);
(ii) makes a general assignment for the benefit of creditors; or (iii) files or
is served with any petition for
<PAGE> 2
relief under the United States Bankruptcy Code or any similar state or federal
statute (unless such petition is dismissed within ninety (90) days after the
filing or service thereof).

2.3. The Board of Directors of the Corporation
shall have adopted, and the stockholders of the Corporation shall have
approved, a proposal to dissolve or liquidate the Corporation, to sell all or
substantially all of the assets of the Corporation.

3. Rights Upon Default. Upon the occurrence of an Event
of Default the entire unconverted and unpaid balance of the principal amount on
this Debenture and all accrued and unpaid interest shall, unless waived in
writing by Holder, be and become due and payable. Each right, power or remedy
of the Holder hereof upon the occurrence of any Event of Default listed herein
or now or hereafter existing at law or in equity or by statute shall be
cumulative and concurrent and shall be in addition to every other right or
remedy provided in this Debenture or now or hereafter existing at law, in
equity or by statute.

4. Representations and Warranties of the Corporation.
The Corporation hereby warrants and represents that:

4.1. The Corporation is duly organized and in good
standing under the laws of the State of Maryland.

4.2. The Corporation has the full corporate power
and authority to execute and deliver this Debenture, to perform hereunder and
to consummate the transactions contemplated hereby.

5. Covenant of the Corporation. The Corporation
covenants that it shall at all times reserve and keep available, unissued
shares of the Class B Stock sufficient to effect the full conversion of this
Debenture.

6. Notices. Any notice or communication given pursuant
hereto by any party to the other party hereto shall be in writing and shall be
hand delivered, sent by express delivery service (if proof of delivery is
produced) or mailed by certified mail, postage prepaid, return receipt
requested to the following:

If to the Corporation:

Janis A. Riker, President
DCR Communications, Inc.
2550 M Street, N.W., Suite 200
Washington, DC 20047

- 2 -
<PAGE> 3
with a copy to:

Ronald S. Schimel, Esquire
Levan, Schimel, Belman & Abramson, P.A.
9881 Broken Land Parkway, Suite 400
Columbia, MD 21046

If to Holder:

LCC, L.L.C.
Piyush Sodha, President
2300 Clarendon Blvd., Suite 800
Arlington, VA 22201

with a copy to:

Peter Deliso, General Counsel
2300 Clarendon Blvd., Suite 800
Arlington, VA 22201

or at such other address provided by the party in writing. Any such notice
shall be deemed to have been given when personally delivered on the date any
express delivery is made or the three (3) business days after mailing by
certified mail.

7. Binding Effect. This Debenture shall be binding upon
and inure to the benefit of the parties hereto and the heirs, executors,
administrators, successors and assigns of all such parties or persons.

8. Headings. The enumeration and headings contained in
this Debenture are for convenience of reference only.

9. Governing Law. This Debenture shall be governed by
and construed and enforced in accordance with the laws of the District of
Columbia, applying the conflict of law rules as if the Debenture were made and
to be performed entirely within the District of Columbia.

10. Miscellaneous. Failure of either party to insist on
strict performance of any of the provisions hereof shall not be construed as a
waiver of any subsequent default of the same or similar nature. All rights,
remedies and obligations hereunder shall be cumulative and no one shall be in
derogation of the other. No modification or waiver of this Debenture or any
part hereof shall be effective unless in writing and signed by the party
against whom such modification or waiver is to be charged. This Debenture
contains the entire understanding of the parties with respect to the subject
matter hereof and there are no representations, warranties or undertakings
other than those set forth herein.

- 3 -
<PAGE> 4
11. Securities Law. THE SECURITIES REPRESENTED BY THIS
DEBENTURE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("STATE ACTS"), BUT HAVE BEEN
ISSUED IN RELIANCE UPON EXEMPTION FROM REGISTRATION CONTAINED IN THE ACT AND
STATE ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SECURITIES
REPRESENTED BY THIS DEBENTURE MAY BE MADE UNLESS A REGISTRATION STATEMENT UNDER
SAID ACTS IS IN EFFECT WITH RESPECT TO THE SECURITIES OR AN EXEMPTION FROM THE
REGISTRATION PROVISIONS OF SAID ACT AND STATE ACTS IS AVAILABLE.

12. Subordination to All Other Debt. Holder subordinates
its loan to any secured debt incurred by the Corporation and to any unsecured
debt resulting from network financing transactions with "network equipment
vendors" (defined as entities which in the ordinary course of business sell or
lease equipment used in the construction or operation of telecommunications
networks).

13. Debenture Also Governed by Convertible Loan and
Investment Agreement. This Debenture is further governed by the terms of
the LCC Agreement, the terms of which are incorporated herein by reference.

IN WITNESS WHEREOF, the parties have executed this Debenture
this 27th day of March, 1996.

ATTEST: DCR COMMUNICATIONS, INC.

/s/ Ronald S. Schimel By: /s/ Janis A. Riker (SEAL)
- --------------------------- -----------------------------
Ronald S. Schimel Janis A. Riker, President
Secretary

WITNESS/ATTEST: HOLDER:

LCC, L.L.C.

/s/ Peter A. Deliso By: /s/ Piyush Sodha (SEAL)
- --------------------------- -----------------------------
Piyush Sodha
President and C.E.O.

- 4 -

<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
September 17, 1996