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                                                                   EXHIBIT 10.28



                      FIRST AMENDMENT TO TRIPLE NET LEASE


         THIS AMENDMENT TO LEASE is made this 26th day of September, 2000, by
and between JUBILATION ENTERPRISES, L.L.C., A WASHINGTON LIMITED LIABILITY
COMPANY (herein the "Lessor"), and TELECT, INC., A WASHINGTON CORPORATION
(herein the "Lessee"),

                                   WITNESSETH:

         WHEREAS, the parties hereto entered into a Triple Net Lease dated
August 24, 2000 (herein the "Lease"), for certain real property and improvements
located in Spokane County, State of Washington; and

         WHEREAS, the Lessor and the Lessee have agreed to amend certain
provisions of the Lease.

         NOW, THEREFORE, in consideration of the mutual benefits to be derived
by the parties hereto, the receipt and sufficiency of which is hereby
acknowledged, the Lessor and Lessee agree to amend Paragraph 3 of the Lease to
read as follows:

         "3.      Term. The term of this lease shall be for a period commencing
                  on the Commencement Date and ending September 30, 2012;
                  provided, however, that the term of this lease may be extended
                  as provided in Section 19 hereof. The phrase "Lease Term," as
                  used in this lease, shall be the term of this lease and any
                  extension thereof pursuant to said Section 19. Notwithstanding
                  the foregoing, at any time after September 30, 2005, and from
                  time to time thereafter, Lessee may, upon giving not less than
                  twelve (12) months' prior written notice to Lessor, reduce the
                  number of square feet of the Premises occupied by Lessee;
                  provided, however, that prior to any such reduction, or any
                  such reduction and subsequent subleasing or releasing of any
                  of the Premises to a lessee other than the Lessee, if the
                  Industrial Development Corporation of Spokane County,
                  Washington, Non-Recourse Revenue Bond (CDL Investments L.L.C.
                  Project) (the "Bond") is outstanding at the time, the Lessor
                  shall obtain the prior written consent of Washington Trust
                  Bank as the Registered Owner of the Bond; and if such consent
                  is given, the Lessor shall obtain an opinion of Perkins Coie
                  LLP, as bond counsel for the Bond, that such subleasing or
                  re-leasing of the Premises will not, in and of itself,
                  negatively impact the exclusion of the interest on the Bond
                  from gross income for federal income tax purposes pursuant to
                  Section 103(a) of the Internal Revenue Code of 1986, as
                  amended. The notice shall specify the amount of the square
                  foot reduction, and the location thereof within the Premises
                  and the effective date such reduction is to take place. Lessee
                  shall upon the effective date vacate that portion of the
                  Premises described in the notice in accordance with the terms
                  of this Lease and the Monthly Rent shall thereupon be
                  proportionately reduced. The parties shall forthwith execute
                  an amendment to the Lease describing such changes."



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                  All other terms and provisions of the Lease shall remain in
                  full force and effect.

                  DATED the year and date first above written.

                          LESSOR:       JUBILATION ENTERPRISES, L.L.C.,
                                        A WASHINGTON LIMITED LIABILITY COMPANY


                                        By
                                          --------------------------------------
                                          Bill B. Williams, Jr., Member

                                        By
                                          --------------------------------------
                                          Judith A. Williams, Member
                           LESSEE:        TELECT, INC., A WASHINGTON CORPORATION


                                        By
                                          --------------------------------------
                                          Wayne E. Williams
                                          President and Chief Executive Officer



STATE OF WASHINGTON                    )
                                       )  ss.
County of Spokane                      )


         I certify that I know or have satisfactory evidence that BILL B.
WILLIAMS, JR. AND JUDITH A. WILLIAMS are the persons who appeared before me, and
said persons acknowledged that they signed this instrument, on oath stated that
they were authorized to execute the instrument and acknowledged it as the
MEMBERS OF JUBILATION ENTERPRISES, L.L.C., A WASHINGTON LIMITED LIABILITY
COMPANY, to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument



                                       _________________________________________
                                       Print Name:______________________________
                                       Notary Public in and for the State of
                                       Washington, residing at _________________
                                       My commission expires: __________________


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STATE OF WASHINGTON                    )
                                       )  ss.
County of Spokane                      )


         I certify that I know or have satisfactory evidence that WAYNE E.
WILLIAMS is the persons who appeared before me, and said person acknowledged
that he signed this instrument, on oath stated that he was authorized to execute
the instrument and acknowledged it as the PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF TELECT, INC., A WASHINGTON CORPORATION, to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument


                                       _________________________________________
                                       Print Name:______________________________
                                       Notary Public in and for the State of
                                       Washington, residing at _________________
                                       My commission expires: __________________