Exhibit 10.09(b)

                           SECOND AMENDMENT TO LEASE


This SECOND AMENDMENT TO LEASE ("Second Amendment") is made on this 24 day
of March, 1995 between CMD SOUTHWEST ONE, an Illinois limited partnership
("Lessor"), and NELCO TECHNOLOGY, INC., an Arizona corporation ("Lessee").

    A.     Lessor and Lessee previously entered into that certain Lease
dated March 14, 1988 ("Original Lease"), as amended by that certain First
Amendment to Lease dated December 10, 1992 ("First Amendment") for the
lease of the premises commonly known as 11 17 West Fairmont, Tempe,
Arizona.  The Original Lease and the First Amendment are hereinafter
collectively referred to as "Lease".

    B.     Lessor and Lessee now desire to amend the Lease, subject to the
terms and conditions set forth in this Second Amendment.

    Lessor and Lessee agree as follows:

    1 . Definitions.  All of the terms used in this Second Amendment shall
have the same meanings set forth in the Lease, except to the extent
expressly set forth otherwise herein.

    2.     First Extension Term.  Section 2 of the First Amendment is
hereby deleted in its entirety and replaced with the following:

    "The term of the Lease is hereby extended ("First Extension Term")
until 11:59 P.M. (local time at the Demised Premises) on the date
immediately preceding the tenth anniversary of the Substantial Completion
Date (as hereinafter defined) ("Termination Date").  The term "Substantial
Completion Date" shall mean the date certified in writing by Fulton
Architects that: the work described in those certain plans and
specifications prepared by Fulton Architects, and attached hereto as
Exhibit A, to be performed in that certain premises commonly known as 1131
West Fairmont, Tempe, Arizona 85282, pursuant to the terms of that certain
Lease between CMD Southwest Inc. and Lessee for the lease of the premises
commonly known as 1131 West Fairmont, Tempe, Arizona 85282, is
substantially complete."

    3.     First Extension Term Annual Net Basic Rent.  Section 3 of the
First Amendment is hereby deleted in its entirety and replaced with the
following:

    "During the period commencing on the Substantial Completion Date,
Lessee shall pay to Lessor ("Annual Net Basic Rent") in equal monthly
installments ("Monthly Net Basic Rent") as follows:

           Lease       Monthly Net          Annual
           Year        Basic Rent         Basic Rent

        Years 1-3        $6,750           $ 81,000
        Years 4-6        $7,500           $ 90,000
        Years 7-9        $8,400           $100,800
        Year 10          $9,500           $114,000

The term "Lease Year" shall mean each twelve (12) month period throughout
the First Extension Term of this Lease beginning with the Substantial
Completion Date.  Such Annual Net Basic Rent shall be paid to Lessor in
equal monthly installments on or be 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.     Second Extension Term.  The Second Option to Extend Term in
Schedule 6 the Lease is hereby deleted and replaced with the following:

    "A. Provided that this Lease is in full force and effect and Lessee is
not 
in default under any terms and conditions of this Lease as of the date of
the Second Extension Option Notice (as hereinafter defined) and as of the
Second Extension Term Commencement Date (as hereinafter defined) and
subject to the terms herein, Lessee shall have the right ("Second
Extension Option") to extend the term of the Lease for the period ("Second
Extension Term") commencing on and including the Second Extension Term
Commencement Date and ending at 11:59 P.M. (local time at the Demised
Premises) on the Second Extension Term Expiration Date (as hereinafter
defined).  Lessee shall exercise the Second Extension Option, if at all,
by delivering written notice of such exercise ("Second Extension Option
Notice") on or before the 270th day prior to the Termination Date.  If
Lessee fails to deliver the Second Extension Option Notice the Lessor on
or before the 270th day prior to the Termination Date, Lessee shall be
deemed to have forever waived any and all rights to extend the term of
this Lease.

           (i)   The phrase "Second Extension Term Commencement Date means
    the first day following the Termination Date.

           (ii)   The phrase "Second Extension Term Expiration Date" means
    the day immediately preceding the fifth anniversary of the Second
    Extension Term Commencement Date.

    B.     For the period commencing on the Second Extension Term
Commencement Date and ending on the day immediately preceding the third
anniversary of the Second Extension Term Commencement Date, the annual net
rent shall be the prevailing Market Rate (as defined below) as of Second
Extension Term Commencement Date.  Notwithstanding anything contained
herein or in the Lease to the contrary, in no event shall the annual net
rent for such period be less than $114,000.00.

           (i)   The Market Rate will be determined as hereinafter set
    forth without regard to (i) the rate of rent Lessee is then paying for
    the Demised Premises, and (ii) the value of Lessee's improvements and
    trade fixtures.  In the event Lessee desires to exercise the Second
    Extension Option, Lessee shall submit to Lessor, simultaneously with
    the delivery of the Second Extension Option Notice, a written
    statement setting forth Lessee's proposed Market Rate, which statement
    shall include the method used and assumptions made in arriving at such
    a rate.  Lessor shall within twenty (20) days of receipt of the
    statement accept or reject the same or submit a revised statement of
    Market Rate which statement shall include the method used and
    assumptions made in arriving at such a rate.  If Lessor accepts
    Lessee's statement of Market Rate, the Market Rate shall be that
    contained in Lessee's statement of Market Rate and Lessee shall pay to
    Lessor, commencing on the Second Extension Term Commencement Date and
    ending on the day immediately preceding the third anniversary of the
    Second Extension Term Commencement Date, annual net rent equal to the
    product of Market Rate times 13,180 square feet.  If Lessor elects to
    submit a revised statement, Lessee shall within ten (10) days of
    receipt thereof either accept or reject the same.  If Lessee accepts
    Lessor's revised statement of Market Rate, the Market Rate shall be
    that contained in Lessor's revised statement of Market Rate and Lessee
    shall pay to Lessor annual net rent as described above in this
    paragraph.  If, however, Lessor rejects Lessee's statement of Market
    Rate or Lessee rejects Lessor's revised statement of Market Rate, the
    rejecting party shall name and appoint an independent M.A.I. appraiser
    and give written notice thereof to the non-rejecting party within five
    (5) days of the date of such rejection.  The non-rejecting party
    shall, with five (5) days of the receipt of said notice of rejection,
    name and appoint another appraiser and give the rejecting party
    written notice thereof Thereafter, said appraisers shall select a
    third appraiser.  If said appraisers are unable to agree on the
    selection of a third appraiser within five (5) days, they shall
    jointly petition the Superior Court of the County of Maricopa,
    Arizona, for the appointment of a third appraiser.  Thereupon, the
    said appraisers shall independently determine the Market Rate for
    leasing the Demised Premises.  Their respective written reports of
    Market Rate shall be submitted to Lessor and Lessee not later than six
    (6) months prior to the Termination Date.  Upon delivery of the
    aforesaid written reports of value, the Market Rate shall be computed
    as follows: (i) average the three appraisals and disregard the
    appraisal which deviates the greatest from the average; and (ii)
    average the two remaining appraisals.  The average of the two
    remaining appraisals shall constitute the Market Rate and shall be
    binding upon Lessor and Lessee.  Lessee shall pay to Lessor as
    provided herein annual net rent, commencing on the Second Extension
    Term Commencement Date and ending on the day immediately preceding the
    third anniversary of the Second Extension Term Commencement Date,
    equal to the product of Market Rate times 13,180 square feet.  Lessor
    and Lessee shall each bear the fees, cost and expense of the appraiser
    selected by it, and fees, costs and expenses of the appraiser
    appointed by the parties' appraisers shall be shared equally by Lessor
    and Lessee.  Either party's failure to fully comply in a timely
    fashion with the provisions regarding determination of Market Rate
    shall be deemed an abandonment of this method of determining rental,
    and the Market Rate shall be determined solely by the non-defaulting
    party's appraiser.

    C.     For the period commencing on the third anniversary of the Second
Extension Term Commencement Date and ending on the Second Extension Tenn
Expiration Date, the annual net rent shall be the product obtained by
multiplying the amount of annual net rent in effect in the year
immediately preceding the third anniversary of the Second Extension Term
Commencement Date by 1.15.

    D.     Except to the extent set forth otherwise herein, all of the
terms of the Lease shall apply during the Second Extension Term."

5.  Third Extension Term.

    A.     Provided that Lessee shall have exercised the Second Extension
Option and that this Lease is in full force and effect and Lessee is not
in default under any terms and conditions of this Lease as of the date of
the Third Extension Option Notice (as hereinafter defined) and as of the
Third Extension Term Commencement Date (as hereinafter defined) and
subject to the terms herein, Lessee shall have the right ("Third Extension
Option") to extend the term of Lease for the period ("Third Extension
Term") commencing on and including the Third Extension Term Commencement
Date and ending at 11:59 P.M. (local time at the Demised Premises) on the
Third Extension Term Expiration Date (as hereinafter defined).  Lessee
shall exercise the Third Extension Option, if at all, by delivering
written notice of such exercise ("Third Extension Option Notice") on or
before the 270th day prior to the Second Extension Term Expiration Date. 
If Lessee fails to deliver the Third Extension Option Notice to Lessor on
or before the 270th day prior to the Second Extension Term Expiration
Date, Lessee shall be deemed to have forever waived any and all rights to
extend the term of this Lease.

           (a)    The phrase "Third Extension Term Commencement Date"
means the first day following the fifth anniversary of the Termination
Date.

           (b)   The phrase "Third Extension Term Expiration Date" means
    the day immediately preceding the fifth anniversary of the Third
    Extension Term Commencement Date.


    B.     For the period commencing on the Third Extension Term
Commencement Date and ending on the day immediately preceding the third
anniversary of the Third Extension Term Commencement Date, the annual net
rent shall be the prevailing Market Rate as of Third Extension Term
Commencement Date.  Notwithstanding anything contained herein or in the
Lease to the contrary, in no event shall the annual net rent during the
Third Extension Term be less than that in effect on the last day of the
Second Extension Term.  Market Rate shall be determined in the same manner
as provided for the Second Extension Term, except that all references to
"Second Extension Option," "Second Extension Term Commencement Date" and
"Second Extension Option Notice" shall mean "Third Extension Option,"
"Third Extension Term Commencement Date" and "Third Extension Option
Notice," respectively.

    C.     For the period commencing on the third anniversary of the Third
Extension Term Commencement Date and ending on the Third Extension Term
Expiration Date, the annual net rent shall be the product obtained by
multiplying the amount of annual net rent in effect in the year
immediately preceding the third anniversary of the Third Extension Term
Commencement Date by 1. 15.

    D.     Except to the extent set forth otherwise herein, all of the
terms of the Lease shall apply during the Third Extension Term.


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

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

                       LESSOR:

                              CMD SOUTHWEST ONE, an Illinois limited
                              partnership

                              By CMD SOUTHWEST, INC., an Arizona
                              corporation  

                              By: /s/
                              Its: President

                       LESSEE:

                              NELCO TECHNOLOGY, INC., an Arizona
                              corporation

                              By: Kevin Brumbaugh
                              Its: Vice President/General Manager