Exhibit 10.13(a)
                              FIRST LEASE AMENDMENT

         This First Lease Amendment ("Amendment") is made and entered into with
effect the 1st day of January, 2002, by and between Union Savings Bank
("Lessor") and Janus Hotels and Resorts, Inc. (f/k/a Janus American Group, Inc.)
("Lessee").

         WHEREAS, Lessor and Lessee entered into an Office Lease Agreement
("Lease") on January 1, 1999, for space at 8534 East Kemper Road, Cincinnati,
Ohio 45249 ("Leased Premises"); and

         WHEREAS, Lessor and Lessee desire to extend the Lease for a period of
time until December 31, 2004 under the same terms and conditions, except as
provided for herein.

         NOW, THEREFORE, in consideration of the mutual promises between Lessor
and Lessee, the parties agree as follows:

1.       Paragraph 2 - Term and Commencement Date shall hereby be amended to
         provide for a term of thirty-six (36) months, which amended term shall
         commence on January 1, 2002, and shall terminate at the end of the day
         on December 31, 2004.

2.       Paragraph 4(a) - Minimum Rent of the Lease shall hereby be amended to
         provide Lessee shall pay monthly Minimum Rent during the amended term
         in the amount of Three thousand five hundred sixty-six dollars and
         thirty-three cents ($3,566.33) ($13.00 per rentable square foot) for
         the Leased Premises.

         Except as amended or deleted by this First Lease Amendment, all of the
remaining terms, conditions, covenants and provisions of the Lease shall remain
in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this First Lease
Amendment to be executed on the date first above written.


WITNESSES:                                  LESSOR:
                                            Union Savings Bank

                                            By:
---------------------------                    ---------------------------
                                               Harry G. Yeaggy, President

                                            Date:
---------------------------                      -------------------------



                                            LESSEE:
                                            Janus Hotels and Resorts, Inc.

                                            By:
---------------------------                    ---------------------------
                                               Louis S. Beck, Chairman

                                            Date:
---------------------------                      -------------------------




                                       1
<PAGE>



STATE OF OHIO              )
                                    )  ss:
COUNTY OF HAMILTON         )

Before me, a Notary Public in and for said County and State, appeared Harry
Yeaggy, the President of Union Savings Bank, personally known to me or having
produced adequate proof of identity, who, being first duly cautioned and sworn,
acknowledged the signing of the foregoing to be his or her free act and deed,
both personally and on behalf of said corporation, and that the signing of the
foregoing document was duly authorized by such corporation.

Sworn to and subscribed before me this 18th day of March, 2002.


                                                  ---------------------------
                                                  Notary Public

STATE OF OHIO             )
                                    )  ss:
COUNTY OF HAMILTON        )

Before me, a Notary Public in and for said County and State, appeared Louis S.
Beck, Chairman of the Board, Janus Hotels and Resorts, Inc., personally known to
me or having produced adequate proof of identity, who, being first duly
cautioned and sworn, acknowledged the signing of the foregoing to be his or her
free act and deed, both personally and on behalf of said corporation, and that
the signing of the foregoing document was duly authorized by such corporation.

Sworn to and subscribed before me this 18th day of March 2002.


                                                  ---------------------------
                                                  Notary Public


































                                       2