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                                                                    EXHIBIT 10.2

                                 LEASE AGREEMENT

         THIS LEASE made this 28th day of December, 1999 Mentor, Ohio by and
between OSAIR, INC. an Ohio Corporation, owner of THE MATCH WORKS, (hereinafter
called "Landlord"), and LIBERTY SELF-STOR, INC., a Maryland corporation
(hereinafter called "Tenant").

         WITNESSETH, that Landlord hereby leases to Tenant and Tenant hereby
hires and takes from Landlord certain premises, being Suite No. 100 and
containing approximately 6,000 square feet of space of The Match Works. Said
premises are hereinafter sometimes referred to as the "Demised Premises."
Landlord excepts and reserves hallways, stairways, shaftways, elevators and
other common areas and common facilities, and the right to maintain, use, repair
and replace pipes, ducts, wires, meters and any other equipment, machinery,
apparatus and fixtures serving other parts of the said building, including such
of them as may occur above the finished ceiling of the Demised Premises or
elsewhere within the Demised Premises.

         1. LEASE TERM Landlord leases the Demised Premises to Tenant and Tenant
Leases and agrees to take possession of the same form Landlord, for a term
commencing on the date set forth above (the "Commencement Date") and ending on
the last day of the sixtieth (60th) full month following the Commencement Date.

         2. RENT Tenant shall pay to Landlord without demand, deduction or
setoff rent in the aggregate amount of Four Thousand Dollars ($4,000.00) per
month, in advance on the first day of each month during the Lease Term.
Said rent sum shall include electricity charges.

         3. PERMITTED USE The Demised Premises may be used only for the purpose
of general office space all in accordance with Landlord's Rules and Regulations.
Tenant specifically acknowledges that the Demised Premises shall not be used for
any use other than those indigenous to Tenant's anticipated use, unless approved
by Landlord.

         4. POSSESSION The taking of possession of the Demised Premises by the
Tenant shall be conclusive evidence of its acceptance thereof and approval of
any and all construction.

         5. IMPROVEMENTS BY TENANT Tenant shall not make any additions,
improvements or modifications of the Demised Premises, including decorations,
without the written consent of Landlord, which shall not be unreasonably
withheld. The improvements set forth in Exhibit "A", if any, shall be
constructed by Landlord at its sole expense. All other additions, improvements
or modifications (hereinafter referred to as "Improvements by Tenant") shall be
constructed at Tenant's sole expense upon approval by landlord. Work will be
commenced upon Improvements by Tenant, if any, within fifteen (15) days after
the last to occur to the following: (1) Landlord's approval of plans and
specifications, or (2) Landlord's notice to Tenant that the


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Demised Premises are ready for the commencement of Tenant's work. Improvements
by Tenant, which shall include the removal by Tenant of any debris resulting
from said work, shall be completed within thirty (30) days, except for delays
due to casualties or other causes beyond Tenant's reasonable control, and Tenant
shall open the Demised Premises for the permitted uses upon such completion. In
all events, the Lease Term shall commence upon the earlier to occur of fourteen
(14) business days after the work should be commenced upon the Improvements by
Tenant, except for such delays caused by neglect or omission of Landlord, its
agents and employees, or upon the date specified in Section 1 hereof.

         6.  SECURITY DEPOSIT

         THIS SECTION INTENTIONALLY LEFT BLANK

         7. LANDLORD'S COVENANTS Subject to Section 9 of this Lease, Landlord
covenants that it shall perform or furnish, or cause to be performed or
furnished, the following:

          (a) Such heat and air conditioning to maintain the Demised Premises at
          comfortable temperatures during the hours of the day between 8:00 a.m.
          and 6:00 p.m. Mondays through Fridays inclusive, and 9:00 a.m. to 1:00
          p.m. Saturdays, all days observed by the New York Stock Exchange as
          legal holidays excepted.

          (b) Common rest rooms, as required by local applicable code.

          (c) Hot and cold water in reasonable amounts to the aforesaid common
          washrooms and to the Demised Premises.

          (d) Adequate janitorial services to common areas.

          (e) Window washing service as reasonably required.

          (f) Reasonable adequate parking spaces on the grounds appurtenant to
          The Match Works for the use, in common, with the other Tenants of said
          building and their employees and invitees.

          (g) Adequate snow removal service for the aforementioned parking
          spaces and for all approaches thereto.

          (h) During business hours, reasonable illumination for all parking
          areas and footways appurtenant to The Match Works.

          (i) A Tenant directory in the lobby of the building. Landlord will
          supply a sign at the door to the Demised Premises which will identify
          the suite number and the identity of the Tenant. Said signs shall be
          of uniform appearance and design throughout the building, as
          determined




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          by Landlord. Tenant will not place any sign, marking or designation on
          the doorway to the Demised Premises, the building corridors, or on the
          windows, or on the exterior of the Demised Premises.

          8. TENANT'S COVENANTS Tenant covenants to and with Landlord as
          follows:

          (a) Except for damage by fire or other unavoidable casualty and
          reasonable use and wear, Tenant shall keep the Demised Premises in as
          good order, repair and condition as the same are at the commencement
          of the Lease Term, or may be put in thereafter, and at the termination
          of the Lease Term, peaceably yield up and surrender the Demised
          Premises and all additions thereto and permanent installations therein
          in good order, repair and condition, first removing all goods and
          effects, except those of Landlord, and making any repairs made
          necessary by such removal, and leaving the Demised Premises clean and
          tenantable.

          (b) Tenant covenants that it shall not injure, overload, deface or
          commit waste in the Demised Premises or any part of The Match Works,
          shall not permit therein any auction sale; shall not permit the
          occurrence of any nuisance therein or the emission therefrom of any
          objectionable noise, odor or effect; shall not use or permit the use
          of the Demised Premises for any purpose other than the permitted uses
          as herein specified; and shall not use or permit any use of the
          Demised Premises which is improper, offensive, contrary to law or
          ordinance, or which is liable to invalidate or increase the premium
          for any insurance on The Match Works or its contents or which is
          liable to render necessary any alterations or additions to the
          building.

          (c) Tenant covenants that it shall not obstruct in any manner any
          portion of the building, or the approaches to said building, or any
          windows or doors.

          (d) Tenant covenants that it shall conform to all reasonable rules and
          regulations now or hereafter promulgated by Landlord ("Landlord's
          Rules and Regulations") or applicable governmental authorities for the
          care and use of the building, its facilities and approaches.

          (e) Tenant covenants that it shall keep the Demised Premises equipped
          with all safety appliances and permits required by law or ordinance or
          any order or regulation of any public authority or insurer because of
          the use made of the Demised Premises by Tenant, and, if requested by
          Landlord, shall make all repairs, alterations, replacements or
          additions so required in the Demised Premises.

          (f) Tenant covenants that it shall save Landlord harmless and
          indemnified from any injury, loss, claim or damage to any person or
          property while on or in said Demised Premises and to any person or
          property anywhere occasioned by any omission, neglect or default of
          Tenant or of employees, agents, contractors or officers of Tenant.

          (g) Tenant covenants that, except for the negligence of Landlord, its
          agents and employees,


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          Landlord and Landlord's agents and employees shall not be liable for,
          and Tenant waives all claims for, damage to person or property
          sustained by Tenant or any person claiming through Tenant resulting
          from any accident or occurrence in or upon the Demised Premises or the
          building of which they shall be a part, or the land appurtenant
          thereto, including, but not limited to, claims for damage resulting
          from: (1) any equipment or appurtenances becoming out of repair; (2)
          injury done or occasioned by wind, rain or other force of nature; (3)
          any defect in or failure of plumbing, heating or air conditioning
          equipment, electric wiring or installation thereof, gas, water,
          compressed air and steam pipes, stairs, porches, railing or walks; (4)
          broken glass; (5) the backing up on any sewer pipe or downspout; (6)
          the bursting, leaking or running of any tank, tub, washstand, water
          closet, waste pipe, drain or any other pipe or tank in, upon or about
          such building or Demised Premises; (7) the escape of steam, compressed
          air, natural gas or hot water; (8) water, snow or ice being upon or
          coming through the rood, skylight, trapdoor, stairs, doorways, walks
          or any other place upon or near such building or the Demised Premises
          or otherwise; (9) falling of any fixture, plaster, tile or stucco; and
          (10) any act, omission or negligence of co-tenants, licensees or of
          any other persons or occupants of said building or of persons,
          occupants and/or owners of adjoining or contiguous property.

          (h) Tenant covenants that it shall permit the Landlord and the
          Landlord's agents to enter and examine the Demised Premises at
          reasonable times and, if the Landlord shall so elect to make any
          repairs or additions the Landlord may reasonable deem necessary and ,
          at the Tenant's expense, to remove any alterations, additions, signs,
          antennas or the like, not consented to by the Landlord in writing.

          (i) Tenant covenants that it shall pay the Landlord's expenses,
          including reasonable attorney's fees incurred in enforcing any
          obligations of Tenant under this Lease which are not complied with.

          (j) Tenant covenants that it shall not knowingly permit any employee
          or visitor of the Tenant to violate any covenant or obligation of the
          Tenant hereunder.

          (k) Tenant covenants that, in case the Tenant takes possession of the
          Demised Premises prior to the commencement of said term, it shall
          perform and observe all of the Tenant's covenants from and after the
          date upon which the Tenant takes possession.

          (l) Tenant covenants that it shall not assign this Lease or sublet any
          portion of the Demised Premises or enter into a space-sharing
          agreement without prior written consent of Landlord, such consent not
          to be unreasonable withheld, or mortgage or hypothecate this lease or
          license the Demised Premises or any portion thereof. No operation of
          law, including merger or consolidation, shall be effective to create
          an assignment or transfer without the written consent of Landlord,
          which shall not be unreasonably withheld.

          (m) Tenant covenants that it shall not make any alterations or
          additions in or to the



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          Demised Premises without the prior written consent of Landlord.

          (n) Tenant covenants that it shall not erect or paint on any
          sign or other identification on any exterior window, any corridor or
          door to the exterior or door to a corridor or other common area.

          (o) Tenant covenants that it shall not misuse or abuse the plumbing
          system in the Demised Premises and shall be responsible for the cost
          of clearing discharge lines of objects or other material causing
          stoppage thereof, if such stoppage shall have been caused by Tenant or
          any of tenant's invitees, agents or employees.

          (p) Tenant shall maintain, in responsible companies approved by
          Landlord, liability insurance insuring Landlord and Tenant as their
          interest may appear against all claims, demands or actions for injury
          to or death of any one person in an amount of not less than One
          Hundred Thousand Dollars ($100,000) arising from one occurrence, and
          for injury to and/or death of more than one person arising from one
          occurrence in an amount of not less the Three Hundred Thousand Dollars
          ($300,000.), and for damage to property in an amount of not less than
          Fifty Thousand Dollars ($50,000.), made by or on behalf of any person
          or persons, firm or corporation, arising from, related to or connected
          with the conduct and operation of Tenant's business in the Demised
          Premises. Landlord may require copies of said insurance policies to be
          filed with it.

          (q) Tenant shall supply all light bulbs and fluorescent lights for the
          Demised Premises other than the initial light bulbs and fluorescent
          lights for the fixtures installed by Landlord, which initial lighting
          shall be furnished by Landlord at no expense to Tenant.

         9. FORCE MAJEURE Landlord shall not be liable to anyone for the
cessation of or interruption of any service, including public utility services,
rendered to Tenant pursuant to the Lease due to accident, or due to the making
of repairs, alterations or improvements, or due to labor difficulties, or due to
inability to obtain fuel, electricity, services or supplies from the sources
from which they are usually obtained for the Match Works, or for any other
reason whatsoever. Any such interruption of any of the above services shall
never be deemed in eviction or disturbance of the Tenant's use of the Demised
Premises or any part thereof, or render the Landlord liable to the Tenant for
damage, or relieve the Tenant from performance of the Tenant's obligations under
this Lease. Landlord, however, shall promptly take the necessary steps to
terminate such interruptions as expeditiously as possible under the
circumstances.

         10. DISPLAY OF PREMISES Tenant covenants and agrees that, for the
period of three months prior to the expiration of the term of this lease,
Landlord may show the Demised Premises and all parts thereof to prospective
tenants between the hours of 9:00 a.m. and 6:00 p.m. on any day.

         11. SUBORDINATION This Lease shall be subject to and subordinate to any





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mortgages, easements or trust deeds that may hereafter be placed upon The Match
Works and/or the land thereunder and all advances to be made under such
mortgages or trust deeds and to the interest thereon, and all renewals,
extensions and consolidations thereof. Tenant covenants that it shall execute
and deliver whatever instruments may be required to acknowledge such
subordination in recordable form, and in the event Tenant fails to do so within
ten (10) day after demand in writing, Tenant does hereby make, constitute and
irrevocably appoint Landlord as its attorney in fact and in its name, place and
stead so to do. Tenant acknowledges that said power of attorney is irrevocable
and coupled with an interest. No easement created by Landlord shall in any way
interfere with or disturb Tenants right of quiet enjoyment of the premises as
hereinafter set forth.

         12. ESTOPPEL CERTIFICATES At any time and from time to time, Tenant
agrees, upon request in writing from Landlord, to execute, acknowledge and
deliver to Landlord a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force as modified and stating the modifications) and
the dates to which the rent and other charges have been paid.

         13. BROKERAGE Tenant warrants that it has had no dealings with any
broker or agent other than Landlord's representative in connection with this
Lease and covenants to pay, hold harmless and indemnify Landlord from and
against any and all cost, expense or liability for any compensation, commissions
and charges claimed by any broker or agent other than Landlord's personnel with
respect to this Lease or the negotiation thereof.

         14. POSSESSION If the Landlord shall be unable to give possession of
the Demised Premises on the date of the commencement of the term hereof by
reason of substantial in completion of the construction of the Demised Premises
or the holding over of any tenant or tenants or for any other reason beyond the
control of the Landlord, then the rent shall not commence until possession of
the premises is given or is available and the Tenant agrees to accept such
allowance and abatement of rent as liquidated damages in full satisfaction for
the failure of the Landlord to give possession of said premises on the
commencement date and to the exclusion of all claims and rights which the Tenant
may otherwise have by reason of possession of the Demised Premises not being
given on the commencement date of the term hereof. No such failure to give
possession on the date of the commencement of the term, shall in any event,
extend or be deemed to extend, the term of this Lease. In the event that Tenant
shall occupy the Demised Premises or a portion thereof prior to the term of this
Lease with the Landlord's consent, all the provisions of this Lease shall be in
full force and effect as soon as the Tenant occupies the said premises, and rent
shall be charged on a per diem basis at the rates specified in Section 2. hereof
for the period prior to the commencement date of this Lease.

         15. HOLDING OVER Should the Tenant remain in possession of said
premises after the date of the expiration of this Lease with or without the
consent of the Landlord, then unless a new written lease agreement shall have
been entered into between the parties hereto, the Tenant shall be a tenant from
month-to-month, and such tenancy shall be otherwise subject to all the covenants
and conditions of this Lease, except that the rent shall be at one hundred
twenty-five




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percent (125%) of the monthly rate set forth in this Lease, unless otherwise
agreed upon.

         16. UNTENANTABILITY If the Demised Premises or the building in which
they are located are made unfit for occupancy by the elements, fire or other
cause, the Landlord may elect to terminate this Lease as of the time when the
premises or building are made unfit for occupancy, by notice to the Tenant
within ninety (90) days after that occurrence. In the alternative, Landlord may
elect to repair the building or the premises at the Landlord's expense within
one hundred eighty (180) days after the Landlord is enabled to take possession
of the damaged premises and undertake reconstruction or repairs, in which event
this Lease shall not terminate, but rent shall be abated on a per diem basis,
prorata, for the portion of the Demised Premises rendered unfit for occupancy.
If the Landlord elects to so repair, restore or rehabilitate the building or the
premises and does not substantially compete the work within said one hundred
eighty (180) days period, excluding from said period loss of time caused by the
delay beyond the control of the Landlord, then either party may terminate this
Lease as of the time when the premises or the building were made unfit for
occupancy, by notice to the other party not later than thirty (30) days after
expiration of said one hundred eighty (180) day period, as so computed. In the
event of termination of the Lease pursuant to this section, rent, including any
escalation thereof, shall be apportioned on a per diem basis and shall be paid
to the date of termination.

         Anything herein stated to the contrary notwithstanding, in the event
that the building in which the Demised Premises are located shall be damaged in
any way whatsoever, and the estimated cost of repairing such damage shall exceed
one-half (1/2) of the value of the building at the time of the happening of such
damage by reason of such damage, the Landlord may decide to demolish said
building and rebuild the same and, in such event, the Landlord shall have the
right to terminate this Lease by giving to the Tenant thirty (30) days' written
notice of such termination.

         17. FIRE AND CASUALTY INSURANCE Insofar as it is able to do so without
invalidating the fire and extended coverage insurance on the Demised Premises,
Landlord agrees to and does hereby waive all rights of recovery and causes of
action against Tenant, its employees, servants, agents and all parties claiming
through or under the Tenant for any damage to the Demised Premises and the
building in which they are located, caused by any of the perils covered by fire
and extended coverage insurance policies, notwithstanding the fact that said
damage to or destruction of said building and the Demised Premises by fire or
other casualty shall be due to the negligence of Tenant. If the premium paid by
the Landlord for said fire and extended coverage insurance during the term of
this Lease are increased by reason of the foregoing, then Tenant has the option
to pay said increase. Tenant's failure to pay said increase in insurance
premiums, if any, after reasonable notice of Tenant, shall render the Landlord's
waiver, as contained in this section, null and void.

         Landlord and Tenant agree to and do hereby waive all rights of recovery
and causes of action against the other party and all parties claiming through or
under such other party by reason of any fire and extended coverage insurance
policies, for any damage to the Demised Premises, leasehold improvements or
personal property contained therein, notwithstanding the fact that said




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damage to or destruction of Landlord's or Tenant's property by fire or other
casualty shall be due to the negligence of the other party. Said waiver is and
shall continue in full force and effect, irrespective of an increase in either
party's fire and extended coverage insurance. Each party shall cause an
appropriate rider to be affixed to its fire and extended coverage insurance
policies, whereby such party's insurer shall waive all rights of recovery or
causes of action against the other party arising from the payment of any damage
or loss sustained by such party.

         18. EMINENT DOMAIN If the whole or any part of the Demised Premises
shall be condemned or taken for any public or quasi public use or conveyed to a
public authority or quasi public authority under threat of condemnation, and
such taking and conveyance shall render the Demised Premises untenantable, this
Lease shall wholly expire on the date that title shall vest in the condemning
authority. In no event whatsoever shall Tenant have any claim against Landlord
by reason of condemnation or taking or by reason of a conveyance under threat of
condemnation or by taking of the whole or any part of the building or parking
areas or associated facilities. Tenants shall not have any claim to the amount
or any portion thereof which shall be awarded or paid to Landlord as a result of
any condemnation or taking. Tenant hereby irrevocably assigns to Landlord all
Tenant's right, title and interest in and to all amounts awarded or paid by
reason of any condemnation or taking or any conveyance under thereat thereof.

         19. OPTION TO RENEW Landlord hereby grants to Tenant the option to
renew this Lease for One (1) additional term of five (5) years ("Extended Term")
commencing upon the expiration of the original Lease Term. The Extended Term
shall be subject to all of the covenants, agreements, provisions, terms and
conditions of this Lease, except that the monthly rental shall be $5,000 per
month.

         Written notice of the exercise of this option shall be given by Tenant
to Landlord by registered mail at least ninety (90) days before the expiration
of the original term of this Lease and provided further that all rents have been
fully paid and that all covenants, agreements, provisions, terms and conditions
of this Lease to be performed by Tenant have been fully and faithfully
performed, kept and observed.

         20. LANDLORD'S REMEDIES All rights and remedies of the Landlord herein
set forth are in addition to any and all rights and remedies allowed by law and
equity.

          (a) If any voluntary or involuntary petition or similar pleading under
          any Act of Congress relating to bankruptcy shall be filed by or
          against Tenant or if any voluntary or involuntary proceedings in any
          court or tribunal shall be instituted by or against Tenant to declare
          Tenant insolvent or unable to pay Tenant's debts, then and in any such
          event, Landlord may, if Landlord so elects, with or without notice of
          such election and with or without entry or other action by Landlord,
          forthwith terminate this Lease and, notwithstanding any other
          provisions of this Lease, Landlord shall forthwith upon termination be
          entitled to recover damages in an amount equal to the then present
          value of the rent reserved in this Lease for the entire residue of the
          stated term hereof, less the fair rental value of the premises for the



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          residue of the stated term hereof.

          (b) If the Tenant is (i) in default in the payment of rent for ten
          (10) days, or is (ii) in default of the prompt or full performance of
          any other provisions of this Lease after thirty (30) days' written
          notice sent to the Tenant by the Landlord; or if the leasehold
          interest of the tenant be levied upon under execution or be attached
          or if the Tenant makes an assignment for the benefit of creditors, or
          if a receiver be appointed by or for the Tenant or if the Tenant
          abandons the Demised Premises, then and in any such event, the
          Landlord may, if the Landlord so elects, with or without notice of
          such election, except as herein provided, with or without demand,
          forthwith terminate this Lease and the Tenant's right to possession of
          the Demised Premises and retake possession of the Demised Premises by
          self-help or other summary proceeding; provided, however, that if the
          Landlord has notified the Tenant to cure non-monetary defaults by
          thirty (30) days notice as above provided and the curing of such
          defaults cannot be effected within said thirty (30) day period but has
          been commenced during said thirty (30) day period, and provided that
          once begun the Tenant proceeds diligently and in good faith to
          complete the necessary work to cure said defaults, then the Landlord
          shall not exercise the rights otherwise contained in this section.

          (c) If the Tenant abandons the Demised Premises or if the Landlord
          elects to terminate the Tenant's right to possession only without
          terminating the Lease as above provided, the Landlord may remove from
          the premises any and all property found therein and such repossession
          shall not release the Tenant from Tenant's obligation to pay the rent
          herein reserved. After any such repossession by Landlord without
          termination of the Lease, the Landlord may, but need not, relet the
          Demised Premises or any part thereof as agent of the Tenant to any
          person, firm or corporation and for such time and upon such terms as
          the Landlord, in the Landlord's sole discretion may determine; the
          Landlord may make repairs, alterations and additions in and to the
          Demised Premises and redecorate the same to the extent deemed by the
          Landlord reasonably necessary or desirable and the Tenant, upon demand
          in writing, shall pay the cost thereof, together with the costs of
          such repairs, alterations, additions, redecorating and expenses. The
          Tenant shall pay to the Landlord the amount of each monthly
          deficiency, upon demand in writing, and if the rent so collected from
          any such reletting is more than sufficient to pay the full amount of
          the rent reserved herein, together with such costs and expenses of
          Landlord, the Landlord at the end of the stated term of this Lease
          shall account for any surplus to the Tenant, upon demand in writing.

          (d) Any and all property which may be removed from the Demised
          Premises by the Landlord, in accordance with the terms of this Lease,
          may be handled, removed, stored or otherwise disposed of by the
          Landlord at the risk and expense of the Tenant; the Landlord in no
          event shall be responsible for the preservation or safekeeping of, or
          damage to, Tenant's property.

         Tenant shall pay all expenses incurred with such removal and all
storage charges against





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such property. If any property shall remain upon the Demised Premises or in the
possession of the Landlord and shall not be retaken by the Tenant within a
period of thirty (30) days from and after the time when the Demised Premises are
either abandoned by the Tenant or repossessed by the Landlord under terms of
this Lease, said property shall conclusively be deemed to have been forever
abandoned by the Tenant.

         21. QUIET ENJOYMENT So long as the Tenant pays the rent and all charges
to be paid by the Tenant and performs and observes all of the covenants and
provisions herein, the Tenant shall quietly enjoy the Demised Premises subject,
however, to the terms of this Lease, to the underlying leases, if any, leasehold
mortgage and other mortgages herein mentioned and provided for or any defaults
thereunder.

         22. WAIVER No consent or waiver, express or implied, by Landlord to or
of any breach of any covenant, condition or duty of Tenant shall be construed as
a consent or waiver to or of any other breach of the same or any other covenant,
condition or duty to be observed by Tenant or co-tenant.

         23. NOTICE Any notice required or permitted to be given to either party
hereunder shall be sufficiently given, if in writing, addressed to such party,
and personally delivered or sent by nationally recognized overnight delivery
service or mailed certified mail, return receipt requested, to such address as
either party may from time to time designate for that purpose, which address
initially is: 8500 Station Street, Suite 100, Mentor, Ohio 44060 for Tenant
and 8500 Station Street, Suite 113, Mentor, Ohio 44060 for Landlord.

         24. SUCCESSORS AND ASSIGNS This lease and the covenants and conditions
herein contained shall inure to the benefit of and be binding upon Landlord, its
successors and assigns, and shall be binding upon Tenant, its successors and
assigns, and shall inure to the benefits of Tenant and only such assignees of
Tenant to whom an assignment by Tenant has been consented to in writing by
Landlord.

         25. ENTIRE AGREEMENT This Lease contains the entire agreement between
the parties hereto; any agreement hereafter or heretofore made shall not operate
to change, modify, terminate or discharge this Lease, in whole or in part,
unless such agreement is in writing and signed by each of the parties hereto.
Landlord has made no representations or warranties with respect to the Demised
Premises, except as herein expressly set forth.

         26. RECORDING Tenant agrees not to record this Lease. At the request of
either party, a memorandum form of this Lease will be prepared in the form
approved by Landlord and Tenant, executed and filed with the Recorder of Lake
County, Ohio. The party requesting the memorandum form shall pay the cost of
recording.

         27. TERMS Whenever herein the singular number is used, the same shall
include the plural; and the neuter gender shall include the masculine and
feminine genders.



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         This Lease Agreement is executed as of the date and at the place first
above written.

Signed and Acknowledged                     LANDLORD:
in the Presence of:                         OSAIR, INC.

  /s/ Julie Hawley                          BY: /s/ Richard M. Osborne
--------------------------------              --------------------------------
(Signature of Witness)

          Julie Hawley                      ITS: President
--------------------------------              --------------------------------
(Printed Name of Witness)


  /s/ Sherry L. Kirchenbauer
--------------------------------
(Signature of Witness)

      Sherry L. Kirchenbauer
--------------------------------
(Printed Name of Witness)

                                            TENANT:
                                            LIBERTY SELF-STOR, INC.

      /s/ Julie Hawley                      BY: /s/ Thomas J. Smith
--------------------------------               --------------------------------
(Signature of Witness)
                                            ITS: President and Chief Operating
          Julie Hawley                             Officer
--------------------------------               --------------------------------
(Printed Name of Witness)


      /s/ Sherry L. Kirchenbauer
--------------------------------
(Signature of Witness)

          Sherry L. Kirchenbauer
---------------------------------
(Printed Name of Witness)






                                       11
<PAGE>   12



STATE OF OHIO                        )
                                     ) SS.
COUNTY OF ___________                )

         BEFORE ME, a Notary Public in and for said county and State personally
appeared the above-named OSAIR, INC. by _________________, its
____________________ , who acknowledged that he did sign the foregoing
instrument and that the same is the free act and deed of said corporation and
his free act and deed personally and as such officer.

         IN WITNESS WHEREOF, I have hereunto set my official hand and seal at
_____________, Ohio, this ____, day of _______________, _____.


                                                   _____________________________
                                                            Notary Public


STATE OF OHIO                   )
                                ) SS.
COUNTY OF ___________           )


         BEFORE ME, a Notary Public in and for said county and State personally
appeared the above-named LIBERTY SELF-STOR, INC. by ______________________, its
______________________ , who acknowledged that he did sign the foregoing
instrument and that the same is his free and voluntary act and deed.

         IN WITNESS WHEREOF, I have hereunto set my official hand and seal at
___________, Ohio, this ________ , day of _____________, _____.


                                                   ____________________________
                                                            Notary Public











                                       12
<PAGE>   13



                                   EXHIBIT "A"



NONE