MASTER LEASE AGREEMENT



                                OLP HAUPPAUGE LLC



                                  - LANDLORD -



                         L-3 COMMUNICATIONS CORPORATION



                                   - TENANT -





                                DECEMBER 28, 2000

{PAGE}

            LEASE dated as of December 28, 2000, between OLP Hauppauge LLC, a

New York limited company having an address at 60 Cutter Mill Road, Great Neck,

NY, 11021, as Landlord, and L-3 Communications Corporation, a Delaware

corporation, having an address at 600 Third Avenue, 34th Floor, New York, NY

10016, as Tenant, of premises known as 435 Moreland Road, Hauppauge, New York.



            WHEREAS, pursuant to a sale leaseback transaction, Landlord has this

date acquired that certain parcel of land containing approximately 17.4 acres

(the "Land" or "Building") together with the improvements thereon (the

"Building" or the "Improvements") all commonly known as the 435 Moreland Road,

Hauppauge, New York and more particularly described on Exhibit A (collectively,

any of the "Demised Premises", the "Premises", the "Property" or the "Real

Property"); and



            WHEREAS, as a condition to Landlord's acquisition of the Demised

Premises and of Tenant's disposition of the Demised Premises, Landlord now

desires to lease the Demised Premises to Tenant and Tenant now desires to lease

the Demised Premises from Landlord all upon the terms and conditions herein set

forth.



            NOW, THEREFORE, in consideration of the mutual premises herein set

forth, the sufficiency of which being hereby acknowledged, the parties hereto do

hereby agree as follows:



                                    ARTICLE 1



                        Demised Premises and Parking Area



            Landlord hereby leases to Tenant, and Tenant hereby leases from

Landlord, the premises outlined in red and shown on the plan annexed hereto as

Exhibit A, with all the appurtenances belonging thereto, containing an aggregate

area of approximately 149,870 square feet, the legal description of which is set

forth on Exhibit I annexed hereto.



            Condition of the Premises. Tenant expressly understands and agrees

and acknowledges that Landlord would not have entered this Lease or acquired the

Demised Premises without the express provisions of this Article 1. It is

understood that the Demised Premises and all improvements and fixtures

(including, without limitation, the Building) shall be delivered "AS IS" in

their present condition and with all faults. Landlord shall not be liable for

any latent or patent defects in the Demised Premises. Tenant acknowledges that

neither Landlord nor any of its representatives, employees, officers, directors,

shareholders, trustees, members, partners, counsel or agents has made (and

Landlord hereby disclaims) any representations or warranties, express or

implied, as to the physical condition, state of repair, tenancy, income,

expenses or operation of the Demised Premises. Tenant acknowledges that it has

not relied on any representations, warranties or "broker set-ups" in its

decision to lease the Demised Premises in accordance with the terms hereof and

also acknowledges that Tenant is intimately familiar with the Demised Premises

due to its previous ownership of same.



            In particular, except as herein specifically set forth, Landlord is

unwilling to make any representations or warranties in respect of (i) the

physical condition of the Demised Premises (including, without limitation, in

respect of the presence, non-presence or condition of hazardous, toxic or other

environmentally sensitive materials or substances), (ii) the compliance or

non-compliance of the Demised Premises with applicable laws (including, without

limitation, those relating to the protection of the environment or the safety of

employees or workers), (iii) the revenues, income or expenses of the Demised

Premises, (iv) the adequacy or inadequacy of the utilities, if any, provided to

the Demised Premises, (v) the zoning of the Demised Premises or (vi) any other

matter concerning the Demised Premises. Tenant acknowledges the foregoing and

warrants and represents that it (or its principal officers if Tenant shall be an

entity) has had sufficient time and opportunity to inspect the Demised Premises

and other matters deemed important to Tenant, that it (or its principal officers

if Tenant shall be an entity) is experienced in owning real property similar to

the Demised Premises and that it is represented by advisors and counsel of its

choosing and that Tenant is intimately familiar with the Demised Premises due to

its previous ownership of same.

{PAGE}

                                    ARTICLE 2



                                 Term of Lease



            A. The original term of this Lease (hereinafter the "Original Term")

shall commence on the "Commencement Date" (as defined in paragraph B of this

Article) and shall expire at midnight on the date which is fourteen (14) years

after the day before the Commencement Date, subject to extension pursuant to

Article "3" hereof ("Expiration Date"). The term "Lease Year" shall be deemed to

mean each successive period of twelve (12) full months following the

Commencement Date.



            B. The Commencement Date shall be December 28, 2000.



                                    ARTICLE 3



                                Options to Extend



            Provided Tenant is not in default beyond any applicable grace or

cure period of any of its obligations under the Lease at the time it exercises

its option, Tenant shall have the right, provided (i) this Lease has not been

terminated pursuant to the provisions of this Lease or otherwise, and (ii) in

respect of any extended term after the first extended term, this Lease has been

extended for the prior extended term, to elect to extend the term of this Lease

for three (3) terms of five (5) years (each such term being hereinafter called

"Extended Term"), each Extended Term to be upon the same terms, covenants and

agreements as in this Lease provided, except Tenant shall have no further right

to extend the term of this Lease for any period beyond the expiration of the

third Extended Term. If Tenant so elects to extend the term of this Lease,

Tenant shall give written notice to Landlord of such election at least twelve

months prior to the date of expiration of the Original Term or any Extended

Term, as the case may be.



            (b) The option may be exercised only by Tenant giving written notice

to Landlord of Tenant's said option by certified mail, return receipt requested,

not less than twelve (12) months prior to the Expiration Date of the Original

Term or of any Extended Term (the "Exercise Notice"). If Tenant shall not give

Landlord the Exercise Notice at the time and in the manner set forth herein, the

option shall terminate and be deemed waived by Tenant. Time is of the essence as

to the date for the giving of each Exercise Notice.



            (c) Notwithstanding the foregoing provisions of this Article 3, if

on the date that Tenant exercises the option, or if on any subsequent date up to

and including the date upon which the extension of the Term commences, Tenant is

in default, beyond any applicable notice and grace periods, in the payment of

Minimum Annual Rent or additional rent hereunder, or any other term or condition

of this Lease, Tenant's exercise of the Option and the extension of the Term

contemplated thereby shall, at the option of Landlord exercised by written

notice to Tenant, be rendered null and void and shall be of no further force and

effect and Tenant shall have no other additional right to exercise such Option,

which shall be deemed waived by Tenant.



            (d) If Tenant exercises the Option, then, at Landlord's request,

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