MODIFICATION OF LEASE

                              MODIFICATION OF LEASE


     This is a modification  of the original Lease dated October 3, 1996 between
SERVICE REALTY COMPANY ("Landlord") and XXXXXX ELECTRONICS, INC., ("Tenant") the
subject premises located at 00-00 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx.

     WHEREAS,  on October 3, 1996, the parties  entered into the  aforementioned
lease which  commenced  on or about  September 1, 1996 and expired on August 31,
2001,  hereinafter  known as "The  Lease",  copy of which is attached  hereto as
Exhibit A and made a part hereof.

                               W I T N E S S E T H

     That for and in consideration of the terms, covenants and conditions herein
contained, the parties hereto covenant and agree as follows:

     WHEREAS,  the parties have agreed to extend the dates and amounts of rental
payments  during the term of the next five years  commencing  on Sept.  1, 2001.
Thus the total payments for said years will be as follows:

  1st year -           $263,952.00 Annually               $ 21,966.00/monthly
  2nd year -           $271,870.56 Annually               $ 22,655.88/monthly
  3rd year -           $280,026.67 Annually               $ 23,335.55/monthly
  4th year -           $288,427.47 Annually               $ 24,035.62/monthly
  5th year -           $297,080.29 Annually               $ 24,756.69/monthly

     NOW  THEREFORE,  it is agreed that the terms of the extended  Lease are the
same terms as the original Lease, except for the aforementioned payment schedule
and  paragraph 3 of the  original  lease  which now  establishes  Net  operating
expenses at 4.50 per foot not including snow plowing.

     All other terms and  provisions  of the Lease shall  continue in full force
and effect and unchanged except for the changes set forth herein,  which changes
shall be  incorporated  therein by reference as if the same had been an original
part of the Lease, to be effective as of the date of this agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands and
seals as of November 8, 2001.

                                        LANDLORD
                                        SERVICE REALTY COMPANY


                                        By:/s/
                                           ---------------------------
                                           a Partner


                                        Date:November 8, 2001
                                             ----------------


                                        TENANT
                                        XXXXXX ELECTRONICS, INC.


                                        /s/
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