Exhibit 10.08(a)



                 FIRST AMENDMENT TO LEASE


       This  FIRST  AMENDMENT is made on this 21st  day  of
October,  1994  between  CEMANUDI ASSOCIATES,  an  Illinois
Limited Partnership ("Lessor") and NELCO TECHNOLOGY,  INC.,
an Arizona corporation ("Lessee").

A.  Lessor and Lessee previously entered into that  certain
Lease  dated August 31, 1989 for the lease of the  premises
commonly  known as II 04 West Geneva Drive, Tempe,  Arizona
("Lease").

       B.      Lessor  and Lessee now desire to extend  the
term of the Lease, subject to the terms and conditions  set
forth in this First Amendment.

     Lessor and Lessee agree as follows:

       1.  Definitions. All of the terms used in this First
Amendment  shall have the same meanings set forth  therefor
in  the  Lease,  except to the extent expressly  set  forth
otherwise herein.
       2.  First Extension Term. The term of the  Lease  is
hereby  extended  for the period ("First  Extension  Term")
commencing on and including September 1, 1994 and ending at
11:59  P.M. (local time at the Demised Premises) on  August
31, 1999.

      3. First Extension Term Annual Net Basic Rent. Lessee
agrees  to  pay to Lessor Annual Net Basic Rent during  the
First Extension Term as follows:
            (a)  During the period commencing on and includ
ing  September 1, 1994 and ending August 31,  1997,  Lessee
shall pay to Lessor as Annual Net Basic Rent the greater of
(i)  Sixty-Nine Thousand Seven Hundred Fifty-Eight and 40/1
00  Dollars  ($69,758.40), or (ii) an amount equal  to  the
product of Sixty-Three Thousand Eight Hundred Seventeen and
20/100 Dollars ($63,817.20) multiplied by a fraction  which
has  as its denominator the United States All Item Consumer
Price  Index  (I  982-1984  = I  00),  All  Urban  Consumer
Section,  issued  by the Bureau of Labor  Statistics,  U.S.
Department  of Labor ("CPI-U") published for  August,  1989
and  as its numerator the CPI-U published for August,  1994
("Initial Rent").

            (b)  During the period commencing on and includ
ing  September 1, 1997 and ending August 31,  1999,  Lessee
shall pay to Lessor as Annual Net Basic Rent the greater of
(i)  the Initial Rent, or (ii) an amount calculated by  the
following formula:
            (A)x  (.50) x {(B/C - 1.00} + A = Annual  Basic
Rent  during  the  last two (2) years of extended  term  of
lease.

          where A = Initial Rent
           where  B = The CPI-U published for August  1997,
the period immediately prior to the commencment date of the
last two year period of the extended term.


           where  C = The CPI-U published for August  1994,
the period immediately prior to the commencment date of the
five year extended term.

Such Annual Net Basic Rent shall be paid to Lessor in equal
monthly  installments on or before the  first  day  of  the
First Extension Term and on or before the first day of each
successive  calendar month throughout the  First  Extension
Term.

       4.  Full  Force  and Effect. Except  to  the  extent
expressly  provided otherwise in this First Amendment,  all
of  the  terms and conditions set forth in the Lease  shall
remain in full force and effect.

      5. Conflicts. In the event that any of the provisions
of  the Lease conflict with any of the terms and provisions
of  this First Amendment, the terms and provisions of  this
First Amendment shall prevail.

       6.  Time of Essence. Time is of the essence of  each
and every term of this First Amendment.


       IN  WITNESS  WHEREOF, said Lessor  and  Lessee  have
caused  this instrument to be executed by their  respective
duly  authorized officers, all as of the day and year first
written above.


                                                     LESSOR
CEMANUDI          ASSOCIATES,          an          Illinois
Limited Partnership

                        By CMD CORPORATION

                     By:___________________
                        Its: Vice President



                        LESSEE

                        NELCO TECHNOLOGY, INC., an Arizona
                        corporation

                     By:___________________
                         Its:  Vice  President and  General
Manager


[Exhibis-02-10.08a]bd