Exhibit 10.35

                                                                        10/29/99

                                     METRO I
                              Standard Office Lease

      This Lease  ("Lease")  entered  into as of the 30th day of  January,  2001
between  CB  PARTNERS   LIMITED   PARTNERSHIP,   an  Ohio  limited   partnership
("Landlord"), and KARLNET, INC., a(n) Ohio Corporation ("Tenant").

                                   Witnesseth:

1. DEMISE AND TERM:  Landlord  leases to Tenant and Tenant  leases from Landlord
the premises (the "Premises") containing approximately 6376 Rentable Square Feet
(hereinafter  defined) and identified as Suite No. 100 on the first floor of the
building (the  "Building")  known as Metro I Office  Building and located at 525
Metro Place North,  Columbus Ohio 43017.  The Building is located  within and on
that certain parcel of land (the "Land")  described on Exhibit A attached hereto
and made a part  hereof.  The Land,  the  Building  and the  other  improvements
located-within and on the Land are collectively  hereinafter  referred to as the
"Development".,  The  initial  term of this Lease shall be for a term of Two (2)
years and One (1) months  commencing  on  February 1, 2001,  (the  "Commencement
Date") and ending on February 28, 2003,  unless sooner terminated as hereinafter
provided.

2. POSSESSION: If Landlord shall be unable to deliver possession of the Premises
to Tenant on the  Commencement  Date because of the holding over of any existing
tenant or occupant thereof, or for any other cause beyond Landlord's  reasonable
control,  then Base Rent  (hereinafter  defined)  and other  charges  payable by
Tenant shall not commence until the date  possession of the Premises is tendered
to  Tenant.  Such  abatement  of Base  Rent and other  charges  shall be in full
satisfaction of any claim against Landlord for failure to deliver  possession of
the Premises on the  Commencement  Date.  Failure to deliver  possession  of the
Premises  on the  Commencement  Date shall in no event  extend,  or be deemed to
extend, the term of this Lease. Notwithstanding the foregoing, if Landlord fails
for any reason to tender possession of the Premises to Tenant within one hundred
twenty (120) days of the Commencement Date, either Landlord or Tenant shall have
the right to  terminate  this Lease upon  notice to the other  party;  provided,
however,  if Landlord  tenders  possession of the Premises  within ten (10) days
after  receipt of  Tenant's  termination  notice,  such  notice  shall be deemed
withdrawn and Landlord and Tenant shall proceed as if no such notice were given.
If either  Landlord  or Tenant  terminates  this  Lease as  aforesaid,  all sums
deposited  by Tenant  with  Landlord  shall be returned to Tenant and this Lease
shall be null and void and of no further force or effect.

      If  Landlord  shall be unable to deliver  possession  of the  Premises  to
Tenant on the Commencement Date because Landlord has not substantially completed
(hereinafter  defined) any space  preparation  work in the Premises  pursuant to
Landlord's work letter ("Work Letter")  attached hereto as Exhibit B, and made a
part hereof,  and if the delay in completion of such work has not been caused by
Tenant's failure to submit its plans and specifications to Landlord on or before
the time called for in the Work Letter, or caused by any other act or failure to
act by Tenant,  then the term of this Lease shall  commence on the day following
written notice by Landlord that such work has been substantially  completed.  If
such date shall be other than the first day of a calendar  month,  Base Rent for
the month in question shall be prorated on a per diem basis (based upon a thirty
(30) day month). For purposes of this Lease, the term "substantially  completed"
shall mean that (a) an occupancy permit has been issued for the Premises and (b)
the work to be  performed  by  Landlord  pursuant  to the Work  Letter  has been
completed  except for minor  "punch list" items which can and shall be completed
by Landlord within thirty (30) days following the Commencement Date.  Unfinished
work,  if any,  undertaken  by Landlord  for Tenant and not included in the Work
Letter  shall  not  be  considered  in  determining  whether  the  Premises  are
substantially completed.

3. BASE RENT:  Tenant  shall pay  landlord  as Base Rent  ("Base  Rent") for the
Premises as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
 RENT PER SQUARE FOOT          ANNUAL                MONTHLY RENT                  FROM                       To
---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>                   <C>                       <C>
         $0.00                  $0.00                   $0.00                February 1, 2001          February 28, 2001
---------------------------------------------------------------------------------------------------------------------------
        $17.00               $108,392.00               $9032.67               March 1, 2001            February 28, 2003

<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
        OPTION
---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>                    <C>                      <C>
        $18.00               $114,768.00               $9564.00               March 1, 2003            February 28, 2004
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Each payment of Base Rent shall be payable in advance, without demand, deduction
or set-off, in legal tender of the United States of America, on the first day of
each and every  calendar  month  during  the term of this Lease at the office of
Landlord's agent, or at such other place as Landlord may designate, from time to
time, in writing. Base Rent is subject to adjustment,  from time to time, as set
forth in  Section 4 below.  Base Rent and all other  charges  payable  hereunder
which are not paid when due shall bear  interest from the due date until paid at
the maximum lawful rate of interest  permitted in the State of Ohio. Any payment
obligation  of Tenant  under this Lease other than for Base Rent shall be deemed
to be an  obligation  for and  shall be  paid.as  additional  rent  ("Additional
Rent").

Notwithstanding  anything  contained in this Lease,  in order to cover the added
expense involved in handling delinquent accounts,  Tenant shall pay Landlord, in
addition to any Base Rent or other charges  payable  hereunder .a late charge of
$250.00 for any  installment  of Base Rent or any other  charge not paid in full
within five (5) days of its due date.  The late  charge  shall be in addition to
any interest charge that may be due for late payment.

4. ADJUSTMENTS TO BASE RENT AND ADDITIONAL  RENT:  Tenant shall pay Landlord the
adjustments  to Base Rent and the other charges  hereinafter  set forth,  all of
which shall be  adjusted or computed as of the times and in the manner  provided
in this Section 4:

      (a)   Definitions.  For  the  purposes  of  this  Section,  the  following
            definitions shall apply:

            (i)   The term  "Rentable  Square  Feet"  shall  mean the  number of
                  Usable Square Feet  (hereinafter  defined) within the Premises
                  or the Building,  as the case may be, plus a common areas/load
                  factor of twelve percent (12%) which  represents an allocation
                  of  the  square  footage  of  the  Common  Areas  (hereinafter
                  defined)  within  the  Building.   Landlord  and  Tenant  have
                  determined  and agreed  that the  Rentable  Square Feet of the
                  Premises are (6376)  square feet and the Rentable  Square Feet
                  of the  Building  are ( 73,491)  square feet as of the date of
                  this Lease.

            (ii)  The  term  "Usable  Square  Feet"  shall  mean the area of the
                  Premises,  expressed in square feet, which is capable of being
                  utilized by Tenant for its

<PAGE>
                                       2


                  tenancy purposes.  Notwithstanding  the foregoing,  the Usable
                  Square Feet of the Premises shall be subject to re-measurement
                  within  thirty (30) days  following the  Commencement  Date at
                  Landlord's  option and Landlord shall have the right to change
                  the Usable Square Feet in the Building,  from time to time, to
                  the  extent  portions  thereof  are or are not to be leased to
                  tenants of the Building. If any such re-measurement  discloses
                  that the Usable Square Feet of the Premises are different than
                  the Usable  Square Feet of the Premises set forth above,  Base
                  Rent,  the  Rentable  Square Feet of the Premises and Tenant's
                  Share (hereinafter deemed), shall be proportionately  adjusted
                  to reflect such  re-measured  Usable  Square Feet. If Landlord
                  changes the Usable  Square Feet in the Building as  aforesaid,
                  Tenant's Share also shall be proportionately adjusted.

           (iii)  The term "Tenant's  Share" shall mean the percentage which the
                  Usable  Square  Feet of the  Premises  is of the total  Usable
                  Square Feet of the Building,  which  percentage is agreed upon
                  as being percent  (8.68%).  If  additional  Usable Square Feet
                  shall be included under this Lease, or the total Usable Square
                  Feet  of  the  Building   change,   Tenant's  Share  shall  be
                  proportionately adjusted.

           (iv)   The term "Base Year" shall mean the calendar year during which
                  the term of this Lease commences.

           (v)    The term "Price Index" shall mean the  "Consumer  Price Index"
                  for Urban Wage Earners and  Clerical  Workers,  United  States
                  City Average, all items -Series A (1982-84 = 100) published by
                  the Bureau of Labor Statistics of the U.S. Department of Labor
                  ("Bureau"),  or if such index shall be discontinued,  then any
                  index  designated by the Bureau to replace such index shall be
                  used.  If no  index  is so  designated,  then  Landlord  shall
                  select, in its sole judgment,  a comparable  substitute index.
                  No adjustment  or  re-computation,  retroactive  or otherwise,
                  shall be made due to any revision made to the first  published
                  figure of the Price Index for any month.

           (vi)   The term  "Price  Index  for the  Base  Year"  shall  mean the
                  average of each monthly Price Index for the twelve (12) months
                  of the Base Year.

           (vii)  The  term  "Adjusted  Base  Rent'  'shall  mean  Base  Rent as
                  adjusted in accordance  with the  provisions  hereinafter  set
                  forth.

           (viii) The term "Comparison  Year" shall mean the first full calendar
                  year following the Base Year and each subsequent full calendar
                  year, or fraction  thereof at the  commencement or termination
                  of this Lease.

           (ix)   The  term  "Operating  Expenses"  shall  mean  those  expenses
                  incurred by Landlord  during any  calendar  year,  whether the
                  Base Year or a Comparison  Year, in respect of the  operation,
                  repair and maintenance of the Development,  in accordance with
                  generally accepted principles of sound management,  as applied
                  to  the   operation,   repair  and   maintenance   of  similar
                  developments in the Greater Columbus. area. Operating Expenses
                  shall  include,  but not be limited to,  costs of  management,
                  cleaning, heating,  -decorating,  lighting, utilities provided
                  to and not paid  separately by tenants of the Building and for
                  the Common  Areas,  repairs  and  replacements  of all.  kinds
                  (except to the extent  proceeds of insurance  or  condemnation
                  awards are available therefore),  snow, ice and trash removal,
                  sanitary  control,  line painting,  gardening and landscaping,
                  security,   repair  and  replacement  of  the  paving,  curbs,
                  walkways,  roads,  windows,  electric power lines,  gas lines,
                  light poles,  bulbs,  ceiling tiles and drainage,  repairs and
                  maintenance of the exterior structure of 'the buildings in the
                  Development,  including  the  foundation,  exterior  walls and
                  roof,  interior  walls  and  partitions  thereof,  repair  and
                  replacement  of water lines,  sanitary  sewers and storm sewer
                  lines   serving  the   Development,   rental  or  purchase  of
                  machinery,  equipment and tools used in the maintenance of the
                  Common Areas,  the cost of inspections  of the  Development or
                  any part thereof,  repairs and  replacements  of facilities in
                  the Common Areas,  including  washrooms,  drinking  fountains,
                  toilets and other public facilities, signs, and sound systems,
                  liability  and  property  insurance,  including  any  and  all
                  deductible  payments or insurance  claims paid by Landlord for
                  losses of any kind or  nature  paid  either  to any  insurance
                  company or individuals  and such other  insurance  coverage as
                  Landlord  or any  mortgagee  of  Landlord  deems  appropriate,
                  compensation  and  benefits  (including  premiums for workers'
                  compensation  and  other  insurance)  paid to or on  behalf of
                  employees of Landlord to the extent involved in the operation,
                  repair or maintenance of the  Development,  personal  property
                  taxes,  fire  protection  and fire  hydrant  charges,  utility
                  licenses   and  permit  fees  and  the  cost  of  any  capital
                  improvement  or  expense  made  to  or  for  the  Development,
                  including  without  limitation,  those required to comply with
                  applicable  laws, to the extent  expensed or amortized (over a
                  period  determined  by Landlord) in any calendar year together
                  with interest on the un-amortized  balance thereof at the rate
                  of eighteen percent (18%) per annum or such higher rate as may
                  have  been  paid  by  Landlord  on  funds  borrowed  for  such
                  purposes. If at any time the Building is not fully occupied or
                  Landlord is not  supplying  services to all Usable Square Feet
                  in the Building  during an entire calendar year, then Landlord
                  may adjust actual Operating Expenses to Landlord's estimate of
                  that  amount,  which  would  have  been  paid or  incurred  by
                  Landlord  as  Operating   Expenses   had  the  Building   been
                  ninety-five  percent  (95%)  occupied  or  serviced,  and  the
                  Operating  Expenses as so  adjusted  shall be deemed to be the
                  actual   Operating   Expenses  for  such  calendar  year.  The
                  provisions of the preceding sentence shall apply only to those
                  Operating  Expenses  that  either  vary with  occupancy  or by
                  reason of one or more tenants not receiving goods or services,
                  the cost of which  constitutes  all or part of such  Operating
                  Expenses.  Operating Expenses shall not include:  expenses for
                  painting,  decorating,  or other work performed for individual
                  tenants of the Building,  expenses for repairs 'and other work
                  covered  by  the  property   insurance  to  be  maintained  by
                  Landlord,  expenses  incurred  in  leasing  or  procuring  new
                  tenants  for  the  Building,   including  lease   commissions,
                  advertising  expenses and expenses of renovating space for new
                  tenants, legal expenses incurred in enforcing the terms of any
                  lease  of any  portions  of the  Building,  and  interest  and
                  amortization   payments  on  any   mortgage.   Tenant   hereby
                  acknowledges  that  Operating  Expenses  for the Base Year are
                  $5.25 per rentable square foot of the Building.

           (x)    The term  "Taxes"  shall mean all taxes of any kind or nature,
                  including   without   limitation,   real   estate   taxes  and
                  assessments, general or special, which any governmental agency
                  may now or in the future impose on the Land or any part of the
                  Development  or  the  use  and  operation   thereof  or  as  a
                  substitute  or in  addition  to  any  such  taxes  payable  by
                  Landlord with respect to the  Development or any part thereof,
                  and all  expenses  incurred in  connection  with  disputing or
                  contesting  such  Taxes.  Should  any  governmental  authority
                  having jurisdiction impose a tax and/or assessment

<PAGE>

                  (other than an income or franchise  tax unless such income tax
                  is a  substitute  for any  existing  real  estate tax) upon or
                  against the rentals  payable  hereunder or on the privilege of
                  renting. or leasing real property,  such tax and/or assessment
                  shall be deemed to be included within the meaning of Taxes. If
                  the amount of Taxes  payable by Landlord  with  respect to the
                  Development includes any special  assessment(s) that expire(s)
                  at any time during the term of this Lease,  then, at such time
                  as the  applicable  portion of an  assessment is paid in full,
                  Taxes for the Base Year shall be  recalculated  to exclude the
                  amount of the applicable  portion of the  assessment  that was
                  paid in full.  Commencing as of the year of such recalculation
                  and  continuing  for each and every  calendar  year or partial
                  calendar year following such  recalculation or until such time
                  as Taxes are again  recalculated,  Tenant  shall pay  Tenant's
                  Share of any  increase  in Taxes  based upon the  recalculated
                  amount.  In determining  Taxes for any given year, there shall
                  be a, further  adjustment made by Landlord in the event of the
                  filing of a tax complaint as to the amount of Taxes,  once the
                  final Taxes for the tax year in question have been determined.
                  Tenant hereby  acknowledges that Taxes for the Base Year are $
                  $1.49 per rentable square foot of the Building.

      (b)   Cost of Living Adjustment. (Intentionally deleted).

      (c)   Operating  Expenses and Taxes.  In addition to  adjustments  to Base
            Rent as above  provided,  Tenant shall pay, on an  estimated  basis,
            monthly to Landlord Tenant's Share of the net aggregate increase, if
            any,  in  the  amount  of  Operating  Expenses  and  Taxes  for  the
            Comparison  Year in  question  over  those for the Base  Year.  Such
            payments  shall not in any event reduce Base Rent or any  adjustment
            to Base Rent or entitle  Tenant to any refund or credit if Operating
            Expenses or Taxes for a Comparison Year are. less than those for the
            Base Year.  Landlord's reasonable estimate of increases in Operating
            Expenses  and  Taxes  over  those for the Base Year may be used as a
            basis for the  estimate of the  increase in  Operating  Expenses and
            Taxes for any Comparison Year.

      (d)   Reconciliation.  All  monthly  installments  of  Tenant's  Share  of
            increases in Operating Expenses and Taxes, as estimated by Landlord,
            shall  be  adjusted  as soon  as  practicable  after  the end of the
            calendar  year in question so that Tenant shall pay the exact amount
            due for such calendar  year. Any  overpayments  or under payments by
            reason  of the use of  Landlord's  estimate  shall  be  settled  and
            accounted for at such time.  Landlord  shall pay or credit to Tenant
            any  overpayment.  Tenant  shall pay to Landlord  any under  payment
            within ten (10) days of Landlord's invoice therefore. Tenant's Share
            of increases in Operating  Expenses and Taxes for any calendar  year
            during which the term of this Lease expires or  terminates  shall be
            prorated to the expiration or termination  date. All  obligations of
            Tenant for Tenant's Share of Operating Expenses and Taxes under this
            Section 4 shall  survive the  expiration or earlier  termination  of
            this Lease.

      (e)   Landlord's  Books.  Landlord shall keep and make available to Tenant
            at  Landlord's.  office,  for a period  of  sixty  (60)  days  after
            statements are rendered to Tenant,  records in reasonable  detail of
            Operating  Expenses  and  Taxes  for  the  period  covered  by  such
            statements and shall permit Tenant and the representatives-of Tenant
            to, examine and audit such  statements at any reasonable time during
            Business Hours (hereinafter deemed). If Tenant shall dispute one (1)
            or more items included by Landlord in determining Operating Expenses
            -or Taxes for the Base Year or any Comparison Year, and such dispute
            is not amicably  settled  between  Landlord and Tenant within thirty
            (30) days after the statement in question has been rendered,  Tenant
            may,  during the twenty (20) days next  following the  expiration of
            said  thirty  (30) day period,  notify  Landlord of its  election to
            arbitrate  said dispute and refer such  disputed  item or items to a
            reputable   firm  of  certified   public   accountants,   reasonably
            acceptable  to  Landlord,  for  decision.  The decision of such firm
            shall be  conclusive  and binding  upon  Landlord  and  Tenant.  The
            expense involved in such  determination  shall be borne by the party
            against whom a decision is rendered; provided, however, if more than
            one (1) item is disputed,  and the decision shall be in part against
            each party,  the expense shall be fairly  apportioned  by said firm.
            Pending  such  decision,  Tenant  shall pay the  Adjusted  Base Rent
            subject to a proper  adjustment upon rendition of such decision.  If
            Tenant  shall not  dispute  any item or items in any such  statement
            within  sixty  (60) days  after such  statement  has been  rendered,
            Tenant shall be deemed to have approved such statement.

5. USE OF PREMISES:  The  Premises  shall be occupied  and used  exclusively  as
office space and for purposes incidental thereto,  and shall not be used for any
other purpose. Tenant shall not use or occupy or permit the user or occupancy of
the Premises for any purpose which is forbidden by applicable  law, which may be
dangerous  to life,  limb or  property  or which  creates  any public or private
nuisance,  nor do or permit  any other  thing to be done which may  disturb  the
quiet  enjoyment of any other tenant of the Building,  nor keep any substance or
carry on or permit any operation  which might emit offensive odors or conditions
into other portions of the  Development,  nor use any apparatus which might make
undue  noise or cause  vibrations,  nor permit  anything  to be done which would
increase  the  property  insurance  rates  for the  Development  or of the other
tenants thereof;  provided,  however,  if there is any increase in such rates by
reason of the acts of Tenant,  then Tenant shall pay such increase promptly upon
demand therefore by Landlord.  Payment by Tenant of any such rate increase shall
not be a waiver of Tenant's  duty to comply with the  provisions of this Section
5.

6. COMMON AREAS: Tenant. and Tenant's agents, employees,  licensees and invitees
shall  have the right to use,  in common  with other  tenants  of the  Building,
Landlord and Landlord's agents,  employees,  licensees and invitees,  the public
sidewalks,  entrances, lobbies, vestibules,  stairways, corridors, passenger and
freight  elevators,  toilets  and other  public  areas of the  Development  (the
"Common  Areas");  subject,  however,  to such rules,  regulations  and security
measures  as may be  promulgated,  from time to time,  by  Landlord.  Tenant and
Tenant's agents, employees, licensees and invitees, however, shall not obstruct,
litter,  use for storage  (temporary or otherwise) or the display of merchandise
or services or for any purpose other than the intended and normal  purpose,  any
of the Common Areas. In no event shall floor mats or runners be placed by Tenant
in the corridor, lobby or vestibule of any Common Areas. Landlord shall have the
right,  at any  time and  from  time to time,  to  change  the  size,  location,
elevation or nature of the Common Areas, or any part thereof, including, without
limitation,  the  right  to erect  buildings  or  other  structures  of any type
thereon.  All  Common  Areas  shall be  subject  to the  exclusive  control  and
management  of  Landlord.  Landlord  shall  have the  right to close  all or any
portion of the Common Areas as may be deemed necessary by Landlord's  counsel to
prevent a. dedication  thereof or the accrual of any rights to any person or the
public therein.

7. BUILDING  SERVICES:  Provided Tenant is not in default under any of the terms
of this Lease, Landlord shall furnish Tenant the following services:

      (a)   lighting of the Common Areas, garbage removal, snow and ice removal,
            landscaping,  and other routine  services  necessary to maintain the
            Development in good condition;.

      (b)   cleaning,  janitor and window washing services based upon a Schedule
            of Service, a copy of which may be obtained from Landlord; provided,
            however,  such  schedule  shall be subject to change,  at Landlord's
            discretion,  so  long  as the  services  provided  by  Landlord  are
            comparable to other similar  developments in the general area of the
            Development.  Tenant shall not engage or provide cleaning,  janitor,
            window  washing or maintenance  services  without  Landlord's  prior
            written consent. If consent is given, such services shall be subject
            to supervision by Landlord and at Tenant's sole  responsibility  and
            expense;

<PAGE>

      (c)   heat during  Business Hours with  temperatures  between  sixty-eight
            (68) degrees and seventy-four (74) degrees Fahrenheit;

      (d)   cold and hot water to  facilities  in the  Premises  and the  Common
            Areas at Building standard temperatures for sanitary purposes only;

      (e)   passenger  elevator service during Business Hours.  Freight elevator
            service  shall be at times other than during  Business  Hours as are
            deemed reasonable by Landlord. Elevator service at other times shall
            be optional  with  Landlord,  and when so  provided,  shall never be
            deemed a continuing obligation of Landlord;

      (f)   electrical service for customary office purposes as long as Landlord
            provides such service;  provided,  however, upon not less than sixty
            (60) days' prior  written  notice to Tenant,  Landlord  may cease to
            provide,  electrical  service to the Premises  without  liability or
            responsibility  to Tenant  except to  connect,  within the period of
            said notice,  the  electrical  system of the  Premises  with another
            source  of  electrical  service.  Thereafter,  Tenant  shall pay the
            charges for such service directly to the utility provider  supplying
            the same upon  billings  therefore.  Any  installation  by Tenant of
            special equipment,  including intermittent operating equipment, must
            have the prior written approval of Landlord, and shall be subject to
            special charges and  regulations.  Any new or additional  electrical
            facilities required to service equipment installed by Tenant and all
            changes in existing electrical facilities in or serving the Premises
            required by Tenant, if permitted,  shall be installed,  furnished or
            made by Landlord,  at Tenant's  expense.  Tenant may  purchase  from
            Landlord all light bulbs,  fluorescent  tubes,  ballasts or starters
            used in the Premises; and

      (g)   air  conditioning  service during  Business Hours with  temperatures
            between  seventy-two  (72)  degrees and  seventy-eight  (78) degrees
            Fahrenheit.

The term  "Business  Hours" as used in this Lease  shall mean  Monday to Friday,
inclusive from 8:00 A.M. to 6:00 P.M. and Saturdays from 8:00 A.M. to 1:00 P.M.,
but excluding all legal  holidays.  Upon not less than  twenty-four  (24) hours'
prior written  notice,  Landlord shall supply heat and air  conditioning  to the
Premises  after  Business  Hours at a cost to Tenant of  Twenty  Five  Dollars (
$25.00 ) per hour;  provided,  however,  Landlord  shall  have the right to deny
Tenant's request if Tenant fails to comply with Landlord's Rules and Regulations
(hereinafter defined).

      Tenant shall pay Landlord's  charges for any extraordinary  usage of water
and electricity  (as determined by Landlord),  and for after Business Hours heat
and air  conditioning  and other services within ten (10) days after the date of
Landlord's  invoice  therefore.  Failure  to pay  either  Base Rent or any other
charges  hereunder  when due shall  entitle  Landlord,  in addition to any other
remedies  available  to  Landlord,  upon not less than  five (5)  days'  written
notice, to discontinue  water,  electrical  service or other services to Tenant,
and  no  such  discontinuance  of  services  shall  be  deemed  an  eviction  or
disturbance of Tenant's use of the Premises,  render  Landlord  liable to Tenant
for damages,  or relieve  Tenant from the  performance  of Tenant's  obligations
hereunder.

      Landlord,  while not  warranting  that any Building  service shall be free
from  interruptions or suspensions  caused by repairs,  renewals,  improvements,
alterations, strikes, lockouts, accidents, inability of Landlord to procure such
service, or to obtain fuel or supplies,  or for any other cause or causes beyond
Landlord's reasonable control,  nevertheless shall make commercially  reasonable
efforts to repair or restore any such service so  interrupted  or suspended.  An
interruption  or suspension  of, or fluctuation  in, any Building  service shall
never be deemed an eviction or disturbance of Tenant's use and possession of the
Premises,  or any part thereof, or render Landlord liable to Tenant for damages,
or relieve Tenant from the performance of Tenant's obligations hereunder.

8. RIGHTS RESERVED BY LANDLORD: Landlord reserves the following rights:

      (a)   to change  the name or street  address  of the  Development  and the
            Building or the suite number of the Premises or the  arrangement  or
            location of  entrances,  passageways,  doors,  doorways,  corridors,
            elevators, stairs, toilets or other parts of the Common Areas in the
            Development without liability to Tenant;  provided,  however,  sixty
            (60) days'  prior  written  notice  shall be given to Tenant for any
            change  in the name or  street  address  of the  Development  or the
            Building;

      (b)   to  designate  all  sources  furnishing  sign  painting,  lettering,
            vending  machines,  towel  or  toilet  supplies,  or  other  similar
            services required in the Premises;

      (c)   to enter the  Premises  during the last ninety (90) days of the term
            of this Lease,  provided Tenant shall have removed substantially all
            of Tenant's property from the Premises, for the purpose of altering,
            remodeling,   repairing,   renovating  or  otherwise  preparing  the
            Premises for re-tenanting;

      (d)   to grant anyone the exclusive privilege of conducting any particular
            business or activity in the Building;

      (e)   to enter the  Premises  at all  reasonable  times,  upon  reasonable
            notice except in case of emergency when no notice shall be required,
            for  the   making  of  such   inspections,   repairs,   alterations,
            improvements or additions of, or to, the Premises or the Development
            as Landlord may deem necessary or desirable, to exhibit the Premises
            to others  during  the last six (6) months of the term of this Lease
            and for any purpose  whatsoever  related to the safety,  protection,
            preservation  or  improvement  of the Premises,  the  Development or
            Landlord's interest therein;

      (f)   at any time Landlord, either voluntarily or pursuant to governmental
            requirements, may make repairs, alterations or improvements in or to
            the Development or any part thereof and temporarily close entrances,
            doors, corridors, elevators or other parts of the Common Areas;

      (g)   to charge  Tenant any expense,  including  overtime or premium costs
            incurred  by  Landlord,  resulting  from a  request  by  Tenant  for
            repairs,  alterations,  decorating  or other work  performed  in the
            Premises or the Building other than during Business Hours; and

      (h)   Unless  prohibited  by  applicable  law,  Landlord  shall  have  the
            exclusive  right,  at any time and from time to time during the term
            of this  Lease,  to either  contract  for utility  services  for the
            Development or any portions  thereof and the tenants  thereof from a
            company or companies  other than the company or companies  currently
            providing  utility  services  to the  Development  and  the  tenants
            thereof or  continue  to  contract  for  utility  services  from the
            current providers of such services.  In the event of any change in a
            utility  provider to the  Development,  Tenant shall  cooperate with
            Landlord  and  any  such  utility  provider  at  all  times,  and as
            reasonably  necessary,  to  allow  Landlord  and  any  such  utility
            provider  reasonable  access to the Premises and the various utility
            lines within the Premises.

Landlord may exercise all or any of the foregoing  reserved rights without being
deemed guilty of an eviction from or disturbance of Tenant's  possession and use
of the  Premises,  without  being  liable in any  manner to  Tenant,  without an
elimination  or  abatement  of Base Rent,  or other  charges due  hereunder  and
without otherwise affecting the terms of this Lease.

9. TENANT'S ADDITIONAL COVENANTS WITH RESPECT TO OCCUPANCY:

            Tenant, in addition to Tenant's other obligations hereunder, shall:

      (a)   occupy the Premises in a safe and careful  manner and in  compliance
            with all applicable laws, ordinances,  rules, regulations and orders
            of any  governmental  bodies having  jurisdiction  over the Premises
            including all federal, state and local laws,  ordinances,  rules and
            regulations,  whether present or future,  relating to and/or dealing
            with the protection of environmental  and/or human health and safety
            and/or   applicable  to  the  generation,   handling,   manufacture,
            installation,  treatment,  storage, use, transportation,  discharge,
            disposal,  presence  and/or  release into the air,  soil,  water at,
            above or below ground level (whether  accidental or  intentional) of
            Hazardous  Materials  (hereinafter  defined) and the requirements of
            all underwriters of policies of liability and property  insurance at
            any time in force with respect to the Premises,  the  Development or
            any part thereof and without committing or permitting waste;

      (b)   permit or bring on the Premises or any other part of the Development
            no Hazardous Materials; provided, however,

<PAGE>

            Tenant  shall be permitted  to use such  Hazardous  Materials as are
            incidental to normal office operations so long as such materials are
            properly  used,   containerized   and  stored  in  accordance   with
            applicable  law.  For  purposes of this Lease,  the term  "Hazardous
            Materials" shall mean asbestos, polychlorinated biphenyls, petroleum
            or  by-products  thereof,  radioactive  materials,  or any chemical,
            material or  substance  included in the  definitions  of  "hazardous
            substances",   "hazardous  materials",   "hazardous  waste",  "toxic
            substances" and/or words of similar import under any federal,  state
            and local laws, ordinances, rules and regulations whether present or
            future,   relating  to  and/or   dealing  with  the   protection  of
            environmental  and/or human health and safety  and/or  applicable to
            the  generation,  handling,  manufacture,  installation,  treatment,
            storage, use, transportation,  discharge,  disposal, presence and/or
            release  into the air,  soil,  water at, above or below ground level
            (whether accidental or intentional) of such substances or materials.
            If Tenant's use of the Premises is for a medical office or a similar
            or related use, (i) Tenant, at Tenant's sole cost and expense, shall
            be  responsible  solely for the disposal and removal of all needles,
            syringes and other "sharps" and infectious  waste and materials from
            the Premises and the Building in accordance with all applicable laws
            and  (ii)  Tenant   shall  submit  to  Landlord  on  or  before  the
            Commencement  Date  and on an  annual  basis  thereafter  copies  of
            Tenant's  approved  plan, if any, for the disposal of medical wastes
            and other  Hazardous  Materials if Tenant is required by  applicable
            laws to prepare,  apply,  file or obtain any such plan.  In no event
            shall any such tenant  dispose of or place such tenant's  medical or
            infectious  waste  in the  trash  or  rubbish  receptacles  for  the
            Building;

      (c)   place no signs on the  exterior of the  Premises or on the  interior
            surface of any exterior windows of the Premises or facing the Common
            Areas  without  Landlord's  prior  written  consent.   Tenant  shall
            maintain any permitted  sign in good repair and promptly  remove and
            repair  any damage  caused by any such  permitted  or  non-permitted
            signs at the direction of Landlord, as the case may be; Tenant shall
            be permitted to place a sign similar to that of the previous  Tenant
            on the wall  adjacent to the  Premises's  entrance  door.  Said sign
            shall be approved as to size, design and location by Landlord.

      (d)   permit no lien,  notice of  intention  to file lien or other  charge
            (whether arising out of work of any contractor,  mechanic,  laborer,
            or  material-man  or  any  mortgage,   conditional  sale,   security
            agreement or chattel mortgage or otherwise) which might be or become
            a lien or  encumbrance or charge upon the  Development  or. any part
            thereof or the income  therefrom,  or other matter or thing  whereby
            the estate, right and interest of Landlord in the Development or any
            part thereof might be impaired.  Upon notice from  Landlord,  Tenant
            shall cause any lien or other charge to be cancelled and  discharged
            of record within twenty (20) days of such notice;

      (e)   solicit no business in the Development,  nor distribute handbills or
            other  advertising  matter  to  others,  or place  the same in or on
            automobiles in the Common Areas;

      (f)   comply with all reasonable rules and regulations which Landlord,  in
            its sole  discretion,  may from time to time establish or change for
            the use and care of the  Development or any part thereof ("Rules and
            Regulations"); and

      (g)   install,  or  arrange to have  installed,  no air.  conditioning  or
            heating  equipment  or  device  without  Landlord's.  prior  written
            approval, which.approval may be withheld for any reason.

10: ALTERATIONS -IMPROVEMENTS - PERSONAL PROPERTY: Tenant shall perform any and.
all alterations,  improvements,  remodeling, 'renovations and construction work,
other than the work set forth in the Work Letter,  at Tenant's cost and expense,
in  accordance  with plans and  specifications  prepared  at  Tenant's  cost and
expense,  and in conformity  with all  applicable  laws,  ordinances,  rules and
regulations. Tenant shall not make any alterations,  additions, improvements, or
other changes in or to the interior or exterior of the Premises or attach, affix
or build therein or thereon any improvement or installation  without  Landlord's
prior  written  consent.  Before  any such work is  performed  or any  materials
therefore are delivered to the Premises,  Landlord shall have approved  Tenant's
plans and specifications, Tenant's contractors and any necessary permits. Tenant
shall submit to Landlord's  reasonable  supervision of such work. All additions,
installations,  alterations,  fixtures and improvements (temporary or permanent)
in and upon the Premises,  whether installed by Tenant or Landlord, shall become
Landlord's  property,  and shall  remain  upon,  and be  surrendered  with,  the
Premises   without   disturbance  or  injury  upon  the  expiration  or  earlier
termination   of  this  Lease,   all  without   payment  or  credit  to  Tenant.
Notwithstanding  the  foregoing,  Tenant  shall  have the  right to place in the
Premises,  at such locations  therein as Tenant may from time to time determine,
Tenant's  furniture,  trade fixtures and standard  business  office machines and
equipment.  The  location  and  quantity  of any file  cabinets,  safes or other
extraordinarily  heavy  equipment  or  furniture,  however,  must be approved by
Landlord or Landlord's structural engineer.  Tenant's personal property shall be
and remain  the  property  of  Tenant,  and may be removed by Tenant at any time
during the term of this Lease, or upon the expiration or earlier  termination of
this Lease.  Tenant,  however,  shall repair, at Tenant's expense, any damage to
the  Premises  or the  Development  caused by such  removal.  Tenant's  personal
property and trade fixtures shall be separately entered for assessment  purposes
or for taxation purposes of any kind. Tenant shall promptly pay all taxes levied
thereon.

11. MAINTENANCE AND REPAIR OF THE PREMISES:  Except as provided in this Lease to
the contrary,  Landlord,  at Tenant's  expense,  shall keep and maintain in good
order, condition and repair the Premises and the fixtures and other improvements
therein,  including,  but not limited to, any tenant  finish,  the  interior and
exterior of all doors, locks, frames and checks; all interior windows, including
interior  windows which share a demising  wall with the Common Areas,  hallways,
all plumbing  within the  Premises and all  electrical  systems,  including  the
fluorescent  lighting  equipment  and any  fire  systems.  Tenant  shall  notify
Landlord of the need for any such repairs and  Landlord  shall cause the same to
be made within a reasonable time  thereafter.  Landlord,  upon any inspection of
the Premises,  may also determine the need for repairs and cause such repairs to
be made.  Landlord  shall  also  repair  damage  caused  by the acts of  Tenant,
Tenant's employees, agents, invitees,  licensees, or contractors to the Premises
or to the  Development.  Subject to Section  15 hereof,  Tenant  shall be billed
separately for the cost of all maintenance and repairs performed by Landlord and
shall reimburse  Landlord for such cost within ten (10) days of Tenant's receipt
of Landlord's invoice for same.

12. MAINTENANCE, REPAIR AND ALTERATION BY LANDLORD: Landlord, subject to receipt
of Tenant's  payment of sums due under Section 4 hereof,  shall maintain in good
order and repair the Development, including the foundation, roof, exterior walls
and windows,  the  structural  portions of the Building and other  buildings and
improvements in the Development, the Common Areas, including the redecoration of
interior Common Areas and the electrical systems, elevators,  plumbing, heating,
ventilation and air conditioning systems serving the Building.  The cost of such
maintenance,  repair and replacements, when necessary, shall be included as part
of Operating Expenses, unless otherwise set forth in this Lease to the contrary.
Tenant shall give Landlord written notice of the necessity for repairs coming to
the  attention  of Tenant  following  receipt  of which  Landlord  shall  have a
reasonable time, as determined necessary by Landlord,  to undertake and complete
such repairs.  The  provisions of this Section 12 shall not apply in the case of
damage or destruction by fire or. other casualty or by eminent domain,  in which
events the  obligations  of Landlord  shall be controlled by other  Sections -of
this Lease.  Notwithstanding the foregoing,  Tenant shall be responsible for and
shall  reimburse  Landlord,   on  demand,  for  the  cost  of  all  repairs  and
replacements to the Development which are required as the result of alterations,
other improvements or installations made by or specifically for Tenant.

13. TENANT'S INSURANCE AND INDEMNITY.  Tenant shall at all times during the term
of this Lease  maintain,  at its own expense,  one or more policies of liability
and  property  damage  insurance,  issued  by one or  more  insurance  companies
reasonably acceptable to Landlord, with the following minimum coverages: (i)

<PAGE>

Workers'  Compensation;  (ii) Commercial General Liability Insurance,  including
blanket  contractual  liability coverage in a minimum single limit amount of not
less than One Million Dollars ($1,000,000); and (iii) special form or "all risk"
property  insurance for the full  replacement  cost of Tenant's trade  fixtures,
improvements other than the work to be performed by Landlord as set forth in the
Work Letter and personal property.  All such insurance shall name Landlord as an
additional  insured as its interest may appear and shall  provide that no policy
may be canceled on less than thirty (30) days' prior written notice to Landlord.
Tenant shall furnish  Landlord,  annually,  with  certificates  evidencing  such
insurance.  Should  Tenant  fail to  maintain  such  insurance  and/ or  furnish
Landlord with such  certificates  after Landlord's  request for Tenant to do so,
Landlord  shall have the right to obtain  such  insurance  for  Tenant.  In such
event, Tenant shall reimburse Landlord for the cost of such insurance on demand.

Tenant  shall  indemnify  and  save  harmless  Landlord  against  and  from  all
liabilities,   obligations,  damages,  penalties,  claims,  costs,  charges  and
expenses,  including  reasonable  attorneys'  fees which may be imposed  upon or
incurred by or asserted against Landlord by reason of any of the following:  (i)
any  penalty  or damage  or  charges  imposed  for any  violation  of any law or
ordinance  attributable  to the failure of Tenant to perform or comply with. any
provision of this Lease;  (ii) any accident or other  occurrence on or about the
Premises  causing  injury to any person or property  whomsoever  or  whatsoever;
(iii) any  failure  of Tenant in any  respect  to comply  with the terms of this
Lease to be performed by Tenant; and (iv) the use and occupancy of the Premises.
Tenant's  obligations  under the  foregoing  indemnification  shall  survive the
expiration or earlier termination of this Lease.

14. LANDLORD'S  INSURANCE:  Landlord,  subject to receipt of Tenant's payment of
sums due under Section 4 hereof,  shall be responsible for insuring and shall at
all times during the term of this Lease maintain a policy of property  insurance
in an amount not less than the full replacement cost thereof on all improvements
within the  Development,  including the Premises and the work to be performed by
Landlord set forth in the Work Letter; provided,  however, Landlord shall not be
responsible  for and shall not be obligated to insure against any loss or damage
to any trade  fixtures or  improvements  made by Tenant.  to the  Premises or to
Tenant's personal  property.  The foregoing is not intended to preclude Landlord
from  maintaining  such other insurance as Landlord or any mortgagee of Landlord
deems appropriate.

15.  WAIVER OF  SUBROGATION:  Landlord  and  Tenant,  for  themselves  and their
respective  insurers,  hereby  waive all rights of recovery and causes of action
which either has or may have, or which may arise  hereafter,  by  subrogation or
otherwise,  against  the other for damage to the  Premises  or the  Development,
property of the other or the business of the other, caused by anyy of the perils
covered or coverable by special form or "all risk" property insurance,  business
interruption insurance, contents, insurance, a sprinkler leakage policy in Ohio,
or for which  either  Landlord  or Tenant may be  reimbursed  as.a result of any
other insurance  coverage  provided that the foregoing waivers do not invalidate
any policy of insurance  now or hereafter  maintained  by Landlord or Tenant and
that any additional premium caused by the aforesaid waiver shall be paid by 'the
party  benefitted  thereby  upon  notice  to  such  party.  Notwithstanding  the
foregoing,  Tenant shall remain liable to Landlord for damage to any property of
Landlord  to the  extent of any  deductible  on  Landlord's  property  insurance
policy.

16. LOSS OR DAMAGE TO TENANT'S  -PROPERTY:  All personal  property  belonging to
Tenant  or to  any  other  person  located  in or  about  the  Premises  or  the
Development shall be so located at the sole risk of Tenant or such other person,
and neither Landlord nor Landlord's  agents or employees shall be liable for the
theft or misappropriation thereof, or for. any damage or injury thereto, however
caused,  including without  limitation,  loss or damage caused by winter,  snow,
frost,  steam,  heat, cold,  dampness,  falling plaster,  explosion,  sewers or.
sewage,  .gas,  odors,  noise,  the  bursting  or  leaking  of pipes,  plumbing,
electrical  ;wiring,  equipment  and  fixtures  of all  kinds,' or by any act or
neglect of other tenants or occupants of the Building, or of any other person.

17. UNTENANTABILITY:  If the Premises or the Building shall be partially damaged
by fire or other casualty,  this Lease shall remain in full force and effect and
the damage to the Premises or the Building shall be repaired by Landlord as soon
as practicable under the  circumstances.  Until such repairs shall be made, Base
Rent and other charges shall be abated on a per diem basis  proportionate to the
extent and for the period that the Premises are unfit for occupancy or cannot be
used,  as the case may be. If all or  substantially  all of the  Premises or the
Building  are  damaged or made unfit for  occupancy  by fire or other  casualty,
Landlord may elect: (i) to terminate this Lease as of the date when the Premises
or the Building  are so made unfit for  occupancy,  by written  notice to Tenant
within  ninety  (90) days  after  such  date,  or;  (ii) to  repair,  restore or
rehabilitate  the Premises or the Building,  at Landlord's  expense,  within one
hundred  eighty  (180) days after  Landlord is in  possession  of all  insurance
proceeds and necessary permits for  reconstruction or repair. If Landlord elects
so to repair,  restore or rehabilitate the Premises or the Building,  this Lease
shall not terminate,  but until such repairs shall be made,  Base Rent and other
charges shall be abated on a per diem basis  proportionate to the extent and for
the period that the Premises or the  Building are unfit for  occupancy or cannot
be used,  as the case may be. If Landlord  shall proceed under clause (ii) above
and shall not  substantially  complete  the work within said one hundred  eighty
(180) day period  (excluding from said period loss of time resulting from delays
beyond the reasonable  control of Landlord)  either  Landlord or Tenant may then
terminate  this Lease,  as of the date when the Premises or the Building were so
made unfit for occupancy, by written notice to the other not later than ten (10)
days after the  expiration of said one hundred  eighty (180) day period.  In the
event of a  termination  of this Lease  pursuant  to this  Section 17, Base Rent
shall be  apportioned on a per diem basis to and including the effective date of
such  termination.  Landlord shall incur no liability on account of any delay in
the  completion of any repairs to be made by Landlord  which may arise by reason
of  adjustment  of  insurance,  labor  difficulties,  or any other cause  beyond
Landlord's control.

18.  EMINENT  DOMAIN:  If  the  whole  or any  part  of the  Premises  shall  be
appropriated,   condemned,  taken  orr  otherwise  acquired  by  any  public  or
quasi-public authority under the power of eminent domain,  condemnation or other
proceedings  or if a material part of the Building shall be so taken or acquired
and the remaining part shall not be adequate for the continued  operation of the
Development, as determined by Landlord in Landlord's reasonable discretion, this
Lease and the estate hereby  created  shall  terminate and wholly expire on the.
date title shall vest in the  acquiring  authority,  and all Base Rent and other
charges shall be prorated and adjusted as of said date. In no event shall Tenant
have any claim against Landlord by reason of any appropriation,  condemnation or
taking of the whole or any part of the  Premises or the  Development;  nor shall
Tenant have any claim to the amount, or any portion thereof, that may be awarded
as  damages  or paid as a result of such  appropriation  and/or  taking.  Tenant
hereby assigns to Landlord All of Tenant's  right,  title and interest in and to
any  and  all  amounts  awarded  or  paid  by  reason  of  such   appropriation,
condemnation and/or taking;  provided however,  the foregoing is not intended to
deprive Tenant from claiming moving expenses,  displacement expenses or the like
directly from the acquiring authority.

19. ASSIGNMENT AND SUBLETTING:  Tenant shall not sublet the Premises or any part
thereof, nor assign this Lease, or permit any business to be operated in or from
the Premises by any person,  firm or corporation  other than Tenant,  without in
each case first obtaining the prior written  consent of Landlord,  which consent
shall not be unreasonably  withheld. Any attempt to so sublet all or any portion
of the Premises or to assign this Lease without Landlord's prior written consent
shall be void and, at Landlord's  option,  shall constitute a default under this
Lease.  Notwithstanding  the  foregoing,  Tenant shall have the right,  without.
Landlord's prior written  consent,  to assign this Lease or to sublet all or any
portion of the Premises (i) to a parent, subsidiary or affiliated corporation or
other entity in which Tenant or its parent owns or controls a . majority of such
corporation's  voting stock or such other entity's membership or other interests
or (ii) to any  corporation  or other  entity  into  which  Tenant  may merge or
consolidate  or  a  surviving  corporation  or  other  entity  after  merger  or
consolidation of Tenant

<PAGE>

with  another  corporation  or other  entity  or (iii)  upon the sale of all or,
substantially all of the assets of Tenant, to an entity having a net worth equal
to or  greater  than  Tenant as of the date of this Lease or at the time of such
assignment or subletting,  whichever is greater. Any other assignment, transfer,
mortgage,  pledge or encumbrance of this Lease or an interest  therein,  whether
voluntary,  involuntary,  by operation of law or otherwise,  shall constitute an
assignment  of this  Lease  and  shall  require  the prior  written  consent  of
Landlord.  Upon a  subletting  of the  Premises  or any  portion  thereof or any
assignment of this Lease,  neither  Tenant nor its  guarantor,  if any, shall be
released or discharged from any liability  whatsoever under this Lease and shall
continue  to be liable  hereunder  with the same  force and  effect as though no
sublease or  assignment  had been made.  Landlord's  consent to any  sublease or
assignment  shall  not  be  deemed  a  consent  to  any  further  subletting  or
assignment.   If  Tenant  requests  Landlord  to  consent  to  any  sublease  or
assignment,  Tenant  shall  provide  Landlord  with  the  name,  address,  and a
description  of the business of the  proposed  assignee or  subtenant,  its most
recent financial  statement and such other evidence of financial  responsibility
as Landlord may request.  It shall be a condition:  to Landlord's consent to any
subletting or  assignment  that:  (i) at the time of any proposed  subletting or
assignment,  Tenant shall not be in default under the terms of this Lease;  (ii)
the  proposed  subtenant or assignee is not, and has not been within the six (6)
months  immediately  preceding  Tenant's  request  for  Landlord's  consent,  an
occupant,  or related to an occupant of the  Building and intends only to occupy
the Premises in accordance with the terms of this Lease;  (iii) the rent payable
by the proposed  subtenant or assignee shall not be less than the greater of the
prevailing market rent for the Building or buildings of similar character in the
general  location  of the  Building  and the rent  payable  hereunder;  (iv) the
credit,  financial  responsibility,  character,  and  business  or  professional
standing of the proposed subtenant or assignee are satisfactory to Landlord,  in
Landlord's  sole  discretion;  (v) the nature of the  proposed  occupancy is not
inconsistent with Landlord's commitments to other tenants in the Building;  (vi)
Tenant and its subtenant or assignee shall execute,  acknowledge  and deliver to
Landlord  a fully  executed  counterpart  of a  written  assignment  of lease or
sublease,  as the case may be, in form and substance  satisfactory  to Landlord,
and  duly  consented  to by  Tenant's  guarantor,  if  any.  In the  case  of an
assignment,  Tenant shall assign to such assignee,  Tenant's  entire.interest in
this  Lease,  together  with all  prepaid  Base Rent and other  charges  and any
security  deposit,  and the assignee shall accept said assignment and assume and
agree to observe and perform, directly for the benefit of Landlord, all of terms
of  this  Lease  to be  observed  and  performed  by  Tenant.  In the  case of a
subletting, the sublease shall in all respects be subject and subordinate to all
of the terms of this Lease to be observed and  performed  by Tenant,  except for
the payment of Base Rent and other  charges,  which Tenant shall continue to pay
to  Landlord;  and (vii)  Tenant  shall pay to Landlord  the sum of Five Hundred
Dollars  ($500.00)  to cover  Landlord's  administrative  costs and  overhead in
connection  with  considering  any proposed  assignment or subletting.  Upon any
permitted  assignment  of this  Lease  or  subletting  of the  Premises  without
Landlord's  prior  written  consent  as above  provided.  Tenant  shall  provide
documents   evidencing  any  such  assignment  or  subletting  as  Landlord  may
reasonably require.

      Within thirty (30) days after  receiving  Tenant's  request for Landlord's
consent  to  any  sublease  or  assignment   and  the   requisite   accompanying
information, Landlord, by written notice to Tenant, shall (x) grant its consent,
or (y) withhold its consent, or (z) terminate this Lease within said thirty (30)
day  period  or' on such  later  date as Tenant  proposed  to sublet  all or any
portion of the  Premises  or assign  this  Lease,  and  release  Tenant from its
remaining  obligations  hereunder.  Notwithstanding  the foregoing,  if Landlord
elects to terminate this Lease  pursuant to clause (z) above,  Tenant shall have
the right to negate such  termination by written notice to Landlord  within five
(5) days after receipt of Landlord's  notice  withdrawing  Tenant's  request for
Landlord  to consent to  Tenant's  proposed  assignment  or  subletting.  If any
proposed  sublease or  assignment  provides for, or Tenant  otherwise  receives,
rent,  additional  rent, or other  consideration  in excess of the Base Rent and
other charges payable by Tenant hereunder,  Tenant shall pay Landlord the amount
of such excess as it is received by, or becomes due to Tenant.

20. REMEDIES OF LANDLORD: In addition to any and all rights and remedies allowed
by law or in equity, Landlord shall have the following rights and remedies:

      (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 proceeding 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  Tenant's
            right to  possession  of the  Premises.  Upon any such  termination,
            Landlord shall be entitled to recover  damages in an amount equal to
            the then present value (computed at a discount rate of eight percent
            (8%)) of the Base Rent and other  charges for the  remainder  of the
            term of this Lease,  less the then present value (computed at a rate
            of eight  percent  (8%) of the fair rental value of the Premises for
            the remainder of the term of this Lease;

      (b)   if Tenant  shall  fail to pay Base  Rent  when due,  or fails to pay
            other  charges  within  five (5) days after  receipt  of  Landlord's
            invoice for same, or defaults in the prompt and full  performance of
            any of Tenant's other obligations  hereunder,  and such non-monetary
            default is not corrected  within five (5) days after written  notice
            from  Landlord  or such  longer  period  as Tenant  may  reasonably.
            require provided Tenant commences to cure such non-monetary  default
            within said five (5) day period and diligently  proceeds  therewith,
            or if  the  leasehold  interest  of  Tenant  is  levied  upon  under
            execution or is attached,  or if Tenant makes an assignment  for the
            benefit of creditors or if a receiver is appointed  for any property
            of Tenant or if Tenant  abandons the Premises,  then and in any such
            event  Landlord  may  terminate  this  Lease and  Tenant's  right of
            possession  of the Premises,  or,  without  terminating  this Lease,
            terminate Tenant's right of possession of the Premises;

      (c)   upon the  termination  of this  Lease,  or upon the  termination  of
            Tenant's  right of  possession of the Premises  without  terminating
            this  Lease,  Tenant  shall  surrender  possession  and  vacate  the
            Premises immediately,  and Landlord may enter into and repossess the
            Premises  with or without  process of law and remove all persons and
            property therefrom in the, same manner and with the same right as if
            this Lease had not been made.  For the purpose of any such entry and
            repossession,  Tenant  waives any and all  notices  except as may be
            required by law;

      (d)   if Landlord elects to terminate  Tenant's right to possession  only,
            without  terminating  this  Lease as above  provided,  Landlord  may
            remove from the  Premises,  at Tenant's  cost,  any and all property
            found therein and such  repossession  shall not release  Tenant from
            Tenant's  obligation to pay Base Rent and other  charges.  After any
            such  repossession  by  Landlord  without  terminating  this  Lease,
            Landlord shall make  reasonable  efforts to re-let the Premises,  or
            any part  thereof,  as agent of  Tenant,  to any  person,  firm,  or
            corporation  and for such time and upon such terms as  Landlord,  in
            Landlord's sole  discretion,  may determine.  Landlord's  re-letting
            efforts shall be deemed  reasonable and sufficient if Landlord lists
            the  Premises for lease with a broker.  Landlord  may make  repairs,
            alterations  and additions in and to the Premises and redecorate the
            same to the extent  deemed.by  Landlord  necessary  or  desirable to
            facilitate  leasing of the Premises,  and Tenant shall, upon demand,
            pay the cost thereof  together  with  Landlord's  other  expenses of
            re-letting,   including  any  broker's  commissions.  If  the  rents
            collected by Landlord upon any such re-letting are not sufficient to
            pay the full monthly  amount of the Base Rent and other  charges.due
            under  this  Lease   together   with  the  costs  of  any   repairs,
            alterations,  additions,  redecorating and expenses paid by Landlord
            to effect such  re-letting,  Tenant shall pay to Landlord the amount
            of each monthly deficiency upon demand;

      (e)   any and all  property  which may be removed  from the,  Premises  by
            Landlord may be handled, removed, stored or otherwise disposed of by
            Landlord at the risk and expense of Tenant,  and Landlord  shall not
            be responsible for the preservation or safekeeping  thereof.  Tenant
            shall pay to

<PAGE>

            Landlord, upon demand, any and all expenses incurred in such removal
            and all storage  charges for said property so long as the same shall
            be in Landlord's  possession  or under  Landlord's  control.  If any
            property  shall  remain  in the  Premises  or in the  possession  of
            Landlord  and shall not be removed by Tenant  within a period of ten
            (10)  days from and after  the time  when the  Premises  are  either
            abandoned by Tenant or repossessed by Landlord,  said property shall
            conclusively be deemed to have been forever abandoned by Tenant;

      (f)   if Tenant shall default in performing  any term of this Lease on the
            part of Tenant to be  performed,  which  default may be cured by the
            expenditure of money, Landlord, at Landlord's option, may, but shall
            not be obligated,  on behalf of Tenant,  to expend such sums ass may
            be necessary  to perform and fulfill such term.  Any and all sums so
            expended by Landlord,  with interest at the rate provided in Section
            3 hereof from the date of such  expenditure,  shall be and be deemed
            to be Additional Rent and shall be repaid by Tenant to Landlord upon
            demand. No such payment or expenditure by Landlord shall be deemed a
            waiver of Tenant's default or affect any other remedy of Landlord by
            reason of such default;

      (g)   if suit is brought for recovery of possession  of the Premises,  the
            recovery  of Base Rent or other  charges  due under this  Lease,  or
            because of default in Tenant's performance of any other term of this
            Lease to be  performed  by Tenant,  Tenant shall pay to Landlord all
            expense  incurred  in  the  prosecution  of  such  suit,   including
            reasonable attorneys' fees; and

      (h)   if Landlord finds it necessary to employ the services of an attorney
            or any other  professional  in order to  recover  possession  of the
            Premises,  recover  unpaid rent or other amounts due under the terms
            of this Lease,  or enforce any other term of this Lease  without the
            need to bring a lawsuit,  Tenant  shall pay to Landlord all expenses
            incurred by Landlord, including reasonable attorneys' fees.

21.  HOLDING  OVER:  If Tenant or any party  claiming  under  Tenant  remains in
possession of the Premises after the  expiration or earlier  termination of this
Lease without the consent of Landlord, then such tenancy shall be deemed to be a
tenancy at will, but otherwise  subject to all of the terms of this Lease,  at a
monthly Base Rent equal to one hundred fifty percent  (150%) of the last monthly
installment Base Rent payable by Tenant hereunder.

22. TAKING AND SURRENDER OF POSSESSION:  Taking of possession of the Premises by
Tenant shall be conclusive  evidence that the Premises were in good order and in
satisfactory  condition when Tenant so took possession except for latent defects
brought  to  Landlord's  attention  in  writing  within  ten  (10)  days  of the
Commencement Date. No representation respecting the condition of the Premises or
the  Development  has been made by Landlord to Tenant unless set forth herein or
in the Work Letter, and no promise of Landlord to prepare,  alter or improve the
Premises  shall be binding upon Landlord  unless set forth herein or in the Work
Letter.  This  Lease  does not  grant any  rights to light or air over  property
except over public ways kept open by public authority, and Landlord shall not be
liable to Tenant for any expense,  injury,  death, loss or damage resulting from
the use of any public way or from any  building,  land or public or private  way
adjacent to the  Development.  At the expiration or earlier  termination of this
Lease,  Tenant shall quit and surrender the Premises  broom clean  together with
all installations, improvements and alterations (including partitions) which may
have been  installed  by Landlord or Tenant.  The  Premises  shall be in as good
condition  and repair as when  possession  was  delivered  to Tenant,  or as the
Premises may be placed by Tenant on or about the  Commencement  Date if Landlord
delivers the Premises to Tenant in an "as is" condition, reasonable use and wear
and loss or damage by fire,  the elements or other  casualty not resulting  from
the willful acts of Tenant, Tenant's agents,  employees or invitees excepted. If
Tenant fails to so surrender the Premises,  Landlord may restore the Premises to
the required  condition and Tenant shall pay the cost thereof to Landlord within
ten (10) days  following  receipt of  Landlord's  invoice  for same.  Tenant may
remove carpeting laid by Tenant,  provided Tenant also removes all nails, tacks,
paper,  glue,  bases, and other vestiges of the carpeting and restores the floor
surface to the  condition  existing  before such  carpeting  was laid. If Tenant
fails to remove Tenant's carpeting,  trade fixtures,  personal property,  and/or
equipment  which  it has a right  to  remove  from  the  Premises  prior  to the
expiration or earlier  termination of this Lease,  Tenant shall be  conclusively
presumed to have abandoned the same, and ownership  thereof shall forthwith vest
in Landlord without payment or credit to Tenant.  In the alternative,  Landlord,
at Tenant's expense,  may remove and dispose of any such items without liability
to Tenant and without any obligation to keep or preserve such items. Any and all
removal and disposal costs shall be paid to Landlord  within ten (10) days after
receipt  by Tenant of  Landlord's  invoice  for  same.  Tenant  agrees to remove
telephone  system and all other  electronic  systems  such as security  systems,
computer  wiring and the like prior to vacating the  premises.  Failure to do so
will be  Landlord's  authorization  to engage a contractor to do so on behalf of
Tenant,  and Tenant will pay the cost  thereof  immediately  upon receipt of the
invoice.

23.  ACCESS TO BUILDING:  Tenant,  Tenant's  agents,  employees,  licenses,  and
invitees,  desiring  to enter or leave the  Building  at times other than during
Business  Hours,  shall  use such  entrances  or exits as may be  designated  by
Landlord, and shall comply with security regulations  established,  from time to
time,  by  Landlord  with  respect to  identification,  registration,  method of
signaling admission, etc., so as to establish the right of such persons to enter
or to leave the  Building.  The  provisions of this Section 23 shall not require
Landlord to keep the Building open other than during Business  Hours;  provided,
however, upon Landlord's prior written consent, Tenant may have twenty-four (24)
hour per day, three hundred sixty-five (365) day per year access to the Building
and the Premises.

24.  SUBORDINATION  OF  LEASE/ESTOPPEL:  This Lease is and shall be subject  and
subordinate  to the lien of any  mortgage,  deed of trust and ground lease which
may now or  hereafter  affect the  Development  or any part  thereof  and to all
renewals, extensions or replacements thereof. Such priority shall be established
automatically  and no separate  instrument  shall be required to effectuate such
subordination.  Tenant, however, upon request by Landlord, shall execute any and
all instruments  deemed by Landlord  necessary or advisable to subordinate  this
Lease and all rights given Tenant hereunder to any such mortgage,  deed of trust
or ground lease. Upon a sale, transfer,  or assignment of Landlord's interest in
the Development or any part thereof,  including the Premises or an assignment of
the rents derived therefrom or if any proceedings are brought for foreclosure or
to  exercise  any  power  of  sale  under  any  mortgage  or in the  event  of a
cancellation  or  termination  of any ground or  underlying  lease  covering the
Development  or any part  thereof,  Tenant  shall attorn to and  recognize  such
transferee,  purchaser,  ground or underlying  landlord or mortgagee as Landlord
under this Lease. In addition, Tenant shall execute and deliver at any time, and
from time to time,  upon the  request by  Landlord  or of any such  holder,  any
instrument  which,  in the  sole  judgment  of  Landlord,  may be  necessary  or
appropriate to evidence such attornment.  Tenant also shall execute, acknowledge
and deliver. to Landlord,  promptly upon request, a certificate certifying:  (i)
that this  Lease is  unmodified  and in full  force and effect or, if there have
been  modifications,  that this Lease is in full force and effect,  as modified,
and stating the  modifications;  (ii) the dates,  if any, to which Base Rent and
other charges have been paid; (iii) to such other matters as may be requested by
Landlord;  and (iv) that such  certificate may be relied upon by any prospective
purchaser or mortgagee of the  Development  or any part thereof.  If Tenant does
not,  within ten (10) days after  request by  Landlord,  execute any  instrument
required  by this  Section  24,  Tenant  hereby  appoints  Landlord  as Tenant's
attorney-in-fact,  such appointment  being coupled with an interest,  to execute
any such instrument for and on behalf of Tenant.

25.  SECURITY  DEPOSIT:  Tenant shall deposit with Landlord the sum of $9032.67,
which sum shall be held by Landlord as a security deposit throughout the term of
this Lease. If Tenant performs and observes all of the terms of this Lease to be
performed and observed by Tenant, Landlord shall return the security deposit, or
balance  thereof  then held by  Landlord  if  Landlord  has  applied any of such
deposit as permitted under this

<PAGE>

Lease,  without  interest,  to Tenant within thirty (30) days after the date. on
which this Lease expires or terminates or after Tenant surrenders  possession of
the Premises, whichever is later. If Tenant defaults in the payment of Base Rent
or other charges or in the  performance  or observance of any of the other terms
of this Lease, then Landlord may, at its option and without notice, apply all or
any part of the security  deposit in payment of such Base Rent -or other charges
or to cure any other  default.  If Landlord  does so, upon  request of Landlord,
Tenant shall deposit with Landlord the amount so applied so that Landlord  shall
have on hand at all times  throughout  the term of this Lease the full amount of
the  security  deposit.  Landlord  shall not be  required  to hold the  security
deposit as a separate  account,  but may commingle  such  security  deposit with
Landlord's  other  funds.  In  the  event  of a  sale  or  ground  lease  of the
Development,  Landlord shall have the right to transfer the security  deposit to
its purchaser or tenant and Landlord shall  thereupon be released by Tenant from
all responsibility  for the return of such deposit.  Tenant shall look solely to
such  purchaser  or tenant  for the return of such  deposit.  In the event of an
assignment of this Lease by Landlord, the security deposit shall be deemed to be
held by the assignee and Landlord shall have no further  responsibility  for the
return of such deposit.

26.  NOTICES:  In every  instance  where it shall be necessary or desirable  for
Landlord or Tenant to serve any notice or demand upon the other,  such notice or
demand  shall be deemed  sufficiently  given or made if in  writing  and sent to
Landlord at 2001 Crocker Road Suite 420  Westlake,  Ohio 44145 or sent to Tenant
at the Premises by one (1) of the following  methods:  (i) by personal  delivery
along with a signed receipt of delivery; (ii) by certified,  United States mail,
postage prepaid, which shall be deemed accepted three (3) days following deposit
in the United States mail; (iii) by major overnight courier service such as UPS,
Airborne  Express,  etc.,  which shall be deemed  accepted the next business day
after being picked up from Landlord's or Tenant's  offices or being delivered to
such  service,  as  the  case  may  be;  or  (iv)  by fax  or  other  electronic
transmission  which shall be deemed  accepted  if  evidenced  by a  confirmation
ticket;  provided a "hard copy" of such fax or other electronic  transmission is
sent by major  overnight  carrier  for  next day  delivery.  Failure  to  accept
delivery  of any such  notice  shall not void the  validity  or affect  thereof.
Wherever in. this Lease,  in connection with the breach or performance of any of
the terms of this Lease to be performed  by Tenant,  no period of time or notice
is required,  no notice shall be required as a  prerequisite  to the exercise of
any right or remedy by Landlord.

27. RULES AND REGULATIONS:  Tenant and Tenant's  agents,  employees and invitees
shall  faithfully  observe and  strictly  comply with the Rules and  Regulations
attached hereto as Exhibit C and made a part hereof by reference,  and with such
further  reasonable  rules and  regulations  as Landlord  may,  after  notice to
Tenant,  from time to time adopt.  Nothing in this Lease shall be  construed  to
impose upon Landlord any duty or obligation to enforce the Rules and Regulations
against any other tenant of the  Building,  and Landlord  shall not be liable to
Tenant for violation of any such Rules or Regulations by any other tenant of the
Building or the agents, employees, licensees or invitees of such other tenant. .

28.  EXCULPATION:  Notwithstanding  anything to the  contrary  contained in this
Lease,  there shall be  absolutely no personal  liability of  whatsoever  nature
imposed  upon  Landlord,  its  successors  or  assigns,  any  member/manager  of
Landlord,  any  partner  of  Landlord,  whether  general  or  limited,  or their
respective  heirs,  personal  representatives,  successors  or  assigns,  or any
mortgagee-in-possession  with  respect  to any of the  terms of this  Lease.  If
Landlord  shall commit a default or breach of any of the terms hereof and Tenant
shall obtain a judgment  against  Landlord for such default or breach,  Tenant's
sole and exclusive  remedy for the  enforcement  and collection of such judgment
shall  be  the  institution  of  foreclosure  or  other  appropriate   execution
proceedings solely against Landlord's interest in the Development and regardless
of whether or not such  proceedings  shall result in a complete  satisfaction of
Tenant's  judgment,  in no event  (whether  by  proceedings  at law,  in equity,
administrative  proceedings or otherwise) shall any deficiency or other personal
judgment be rendered or enforced against.  Landlord, its successors and assigns,
any  member/manager  of Landlord,  any partner of Landlord,  whether  general or
limited,  or their respective  heirs,  personal  representatives,  successors or
assigns, or any mortgagee-in possession.

29. WAIVER OF TRIAL BY JURY: Landlord and Tenant,  hereby waive trial by jury in
any action,  proceeding  or  counterclaim  brought by either of them against the
other on any matter whatsoever  arising out of or in any way connected with this
Lease.

30. BROKER: Tenant represents and warrants to Landlord that no broker negotiated
or was instrumental in negotiating or consummating  this Lease except CB Richard
Ellis who shall be paid by Landlord.  Tenant shall  indemnify  and hold Landlord
harmless from any claim of any other broker.

31.  OFFER BY  BROKER:  If this  Lease is  offered  to  Tenant  by a broker  for
Landlord,  such offer  shall be deemed to be made  solely in the  capacity  of a
broker  and shall be subject to  Landlord's  acceptance  of all of the terms set
forth in this Lease and such offer  shall not bind  Landlord  until such time as
Landlord has executed this Lease and delivered an executed counterpart hereof to
Tenant.

32. SECTION HEADINGS:  The section headings appearing in this Lease are inserted
only as a  matter  of  convenience  and for  reference  purposes,  and in no way
define,  affect,  limit or  describe  the scope or  intent of this  Lease or any
Section hereof.

33.  ENTIRE  AGREEMENT;  BINDING  NATURE:  This Lease and the Exhibits  attached
hereto contain the entire agreement  between Landlord and Tenant with respect to
the Premises and shall not be modified in any manner except in writing  executed
by both Landlord and Tenant or their respective successors-in-interest.  If more
than one person or entity or a  combination  thereof  comprise  "Tenant",  their
liability hereunder shall be joint and several. The terms of this Lease shall be
binding  upon and  inure  to the  benefit  of  Landlord  and  Tenant  and  their
respective heirs, legal representatives, successors and assigns.

34. NO WAIVER:

      (a)   No receipt of money by Landlord  from Tenant with . knowledge of the
            breach  of any term of this  Lease,  after the  termination  hereof,
            after the service of any notice,  after the commencement of any suit
            or after final  judgment for  possession  of the  Premises  shall be
            deemed a waiver of such  breach,  or shall  reinstate,  continue  or
            extend the term of this Lease or affect any such  notice,  demand or
            suit.

      (b)   No delay on the part of Landlord in exercising  any right,  power or
            privilege  hereunder shall operate . as a waiver thereof,  nor shall
            any single or partial  exercise  of any  right,  power or  privilege
            preclude  any other or further  exercise  thereof or the exercise of
            any other right, power or privilege.

      (c)   No act done or statement  made by Landlord or  Landlord's  agents or
            employees   shall   constitute  a   cancellation,   termination   or
            modification  of this Lease,  a waiver of any term hereof or relieve
            Tenant from  Tenant's  obligation  to pay Base Rent or other charges
            unless confirmed in, or evidenced by, a writing, signed by landlord.

35. RECORDING: This Lease shall not be recorded, but on request of either party,
Landlord and Tenant shall  execute a memorandum  of lease,  which  memorandum of
lease may then be recorded in the office of the Cuyahoga  County Recorder at the
expense of the party desiring to do so.

36.  RELOCATION:  Landlord  shall have the right to  relocate  the  Premises  to
another part of the Building or to Metro II Office Building located at 555 Metro
Park Place, Columbus, Ohio 43017 upon the following conditions:

      (a)   the  relocated  premises  shall be  substantially  the same in size,
            dimensions,  configuration  and decor as the  Premises  before  such
            relocation,  or shall be placed in such  condition by Landlord at it
            sole cost and expense;

      (b)   Landlord  shall give Tenant not.  less than sixty (60) days' written
            notice of Landlord's intention to so relocate Tenant;

      (c)   the  location  of the  personal  property  of Tenant in and upon the
            Premises  shall  be  effected  by  Landlord  at  the  time  of  such
            relocation at its sole cost and expense and during hours

<PAGE>

            other  than  Business  Hours  to  the  extent  reasonably  possible;
            provided,  however, if such relocation cannot be accomplished during
            hours other than  Business  Hours,  Base Rent  otherwise  payable by
            Tenant to the extent allocable to that portion of the Premises which
            cannot be occupied and used by Tenant during Business Hours shall be
            abated;

      (d)   Landlord  shall  reimburse  Tenant for the  reasonable  out-ofpocket
            costs incurred by Tenant in changing Tenant's address on stationery,
            business  cards,  directories,  advertising,  and other such similar
            items;  and  Landlord  shall pay for the cost of Tenant's  voice and
            data wiring in the relocated premises.

      (e)   Landlord  shall not have the right to  relocate  Tenant  pursuant to
            this  Section 36 more than one (1) time during the  initial  term of
            this  Lease  and more  than  one (1)  time  during  any  renewal  or
            extension thereof. Upon the occurrence of any relocation pursuant to
            this Section 36,  Landlord and Tenant shall  immediately  execute an
            amendment to this Lease  reflecting  the relocation of the Premises,
            and, at the request of either party,  an amendment to the memorandum
            of lease, if any, which amendment may thereafter be recorded.

37. QUIET ENJOYMENT: If Tenant shall pay the Base Rent and other charges payable
by Tenant under this Lease and faithfully  keep,  perform and observe all of the
terms of this Lease to be kept,  performed and observed by Tenant,  Tenant shall
at all  times  during  the term of this  Lease  have  the  peaceable  and  quiet
enjoyment of the Premises without hindrance from Landlord or any person lawfully
claiming under Landlord;  subject,  however,  to the terms of this Lease and any
instrument to which this Lease is subordinate.

38.  OPTION TO RENEW  :Tenant is granted  One (1) one year  Option To Renew.  No
later than six months (6) prior to the  expiration  of the  current  Lease term,
Tenant  shall  notify  Landlord  in writing  that Tenant is willing to lease the
Premises for a period of one (1)  additional  year  commencing at the end of the
current  Lease term.  Said rental rate shall be as set forth in Paragraph  three
(3) of this Lease.  In the event Tenant does not timely  notify  Landlord of its
intention to exercise  it's Option To Renew or in the event Tenant is now or was
ever in default of the terms and  conditions of this Lease beyond any applicable
cure period, then in such case Landlord shall be under no obligation to lease to
Tenant for an additional  period and Tenant's  Option To Renew shall be null and
void

<PAGE>

      In  Witness   Whereof,   Tenant  and  Landlord  have   executed   multiple
counterparts of this Lease as of the day, month and year first above written.

Witnesses as to Landlord:            LANDLORD: CB PARTNERS LIMITED PARTNERSHIP,
                                     an Ohio limited partnership

/s/ Kelly J. Matsko                  By: CABRO, INC., an Ohio corporation,
------------------------------           general partner
Print Name:  Kelly J. Matsko

/s/ Jill M. Walker                   By:  /s/ James A. Carney
------------------------------          ----------------------------------------
Print Name:  Jill M. Walker          James A. Carney, President


Witnesses as to Tenant:              TENANT: KARLNET, INC.

/s/ Suzanne D. Hale                  By:  /s/ Douglas Karl
------------------------------          ----------------------------------------
Print Name:  Suzanne D. Hale         Douglas Karl, Chief Technical Officer


/s/ Kelley C. Snyder
------------------------------
Print Name:  Kelley C. Snyder