<PAGE>

Exhibit 10.22
                         BLANKENBAKER BUSINESS CENTER II

                             11403 Bluegrass Parkway

                           Louisville, Kentucky 40299

                                      LEASE

This lease is made this 23rd day of April, 1996, by and between NTS/BBCI, A
KENTUCKY LIMITED PARTNERSHIP, BLAKENBAKER BUSINESS CENTER II, A Kentucky Limited
Partnership, herein called LESSOR, and VIDEOLAN TECHNOLOGIES, INC., herein
called LESSEE.

1. FUNDAMENTAL EXHIBITS TO LEASE.

The exhibits listed below and attached to this lease are incorporated herein by
this reference.

"EXHIBIT A".      FINAL PLANS AND SPECIFICATIONS FOR INTERIOR FINISH TO
                  PREMISES.
"EXHIBIT B".      SITE PLAN.
"EXHIBIT C".      OFFICE AND SERVICE AREA SPECIFICATIONS AND
                  ALLOWANCES.
"EXHIBIT D".      LEASE RULES AND REGULATIONS.

2. DEMISED PREMISES.

For and in consideration of the rent hereinafter reserved and the mutual
covenants hereinafter contained, LESSOR does hereby lease and demise unto
LESSEE, and LESSEE does hereby hire, lease and accept, from LESSOR, Suite No.
400 containing approximately 9,778 net rentable square feet of space (the "Gross
Area") in Blankenbaker Business Center II, (the "Building") situated within
Blankenbaker Crossings, located in Louisville, Jefferson County, Kentucky, (the
"Property") all upon the terms and conditions hereinafter set forth. That
portion of the Gross Area which LESSEE shall be entitled to occupy is
hereinafter referred as the "Premises" or "Demised Premises", and is outlined in
red on the floor plan attached hereto as Exhibit B and by this reference made a
part hereof. It is specifically understood that for purposes of calculating and
payments or prorations hereunder, the number of net rentable square feet set
forth above shall control.

3. TERM.

To have and to hold the same for a term of 60 months; commencing on MAY 1, 1996
and ending April 30, 2001. LESSEE acknowledges that it has inspected the Demised
Premises and conclusively accepts the Demised Premises, in their present
condition as suitable and satisfactory for the purpose for which the Demised
Premises are leased and further acknowledges that no representations as to the
condition or repair of the Demised Premises nor promises to alter, remodel or

improve the Demised Premises have been made by LESSOR, unless such are expressly
set forth on Exhibit "C". If this lease is executed before the Demised Premises
become vacant or otherwise available and ready for occupancy, or if any present
tenant or occupant of the Demised Premises holds over, and LESSOR cannot acquire
possession of the Demised Premises prior to the date above recited as the
commencement date of this lease, LESSOR shall not be deemed to be in default
hereunder, nor be liable for any damages resulting from such delay, and LESSEE
agrees to accept possession of the Demised Premises at such time as LESSOR is
able to tender the same; and LESSOR hereby waives payment of rent covering any
period prior to the tendering of possession to LESSEE hereunder. In the event
said premises shall not be ready for occupancy on the commencement date set
forth above, this lease shall remain in effect and the term thereof shall begin
on the first day the premises are ready for occupancy and run for a period of 60
months from the first day of the next occurring calendar month. If, in such
event, the commencement of the lease term does not coincide with the first day
of a calendar month, the monthly rental payments for the first month of the term
shall be paid in a prorated amount which shall be computed on the number of days
the LESSEE occupies the premises during the months in question. If LESSOR
permits LESSEE to enter into possession of the Demised Premises prior to
commencement date, all of the terms and conditions of this lease shall apply to
such prior period.

                                    - 1 -

<PAGE>

4. RENT.

LESSEE shall pay as Initial Base Rent for the Demised Premises the net sum of
$85,128.00 annually, payable $7,094.00 per month. All rent payments shall be
made to BLANKENBAKER BUSINESS CENTER II and paid in advance on the first day of
each and every month. Rent payment and all sums hereinafter designated as
additional rent shall be hand-delivered or mailed to LESSOR at the management
office of NTS/BBCI, Suite 200, 10172 Linn Station Road, Louisville, Kentucky
40223, all of which LESSEE hereby covenants and agrees to pay without demand,
deduction, set-off or notice. Mailing address may change at LESSOR's sole
discretion. Should the commencement of the lease term not coincide with the
first day of a calendar month, the monthly rental for the first month shall be
paid in a prorated amount which shall be computed on the number of days this
lease is in effect during the month in question. If in the event any Federal,
State or local Governmental body imposes any tax or levy on any rent, LESSEE
hereby agrees to pay as additional rent the amount of any such tax or levy, and
such tax or levy will be added to the rent.

5. RENT ADJUSTMENT.

LESSEE shall pay to LESSOR the "CPI Adjustment" (as hereinafter defined) as
additional rent to reflect increases in the "Consumer Price Index" (as
hereinafter defined). For purposes hereof, "Consumer Price Index" or "CPI" shall
mean "Consumer Price Index for all Urban Consumers" published by the Bureau of
Labor Statistics of the United States Department of Labor, U.S. City Average,
All Items (1982-84 = 100). If the manner in which the CPI is determined by the
Department of Labor shall be substantially revised, an adjustment shall be made
by LESSOR for purposes of this Lease in such revised index or the calculation

hereunder to produce results equivalent, as nearly as possible, to those which
would have resulted if the CPI had not been so revised. If the CPI shall become
unavailable to the public because publication is discontinued, or otherwise,
LESSOR will substitute therefor a comparable index based upon changes in the
cost of living or purchasing power of the consumer dollar published by a
governmental agency, or, if no such index shall then be available, a comparable
index published by a major bank or other financial institution or by a
university or a financial publication of multi-state or national circulation.
"CPI Base", as used herein, shall mean the CPI published most recently prior to
the Commencement Date.

At the end of each calendar year, LESSOR shall calculate and communicate to
LESSEE the amount of the CPI Adjustment to be paid during each subject calendar
year. "CPI Adjustment" shall mean an amount equal to the product of (a) the
Initial Base Rent payable during the subject calendar year, multiplied by (b)
the percentage by which the CPI published then most recently prior to the
beginning of the subject calendar year exceeds the CPI Base, if any. LESSEE
shall pay to LESSOR each month during the subject calendar year, at the same
time as payments of Monthly Base Rent are due for such subject calendar year, an
amount equal to one-twelfth (1/12) of the CPI Adjustment calculated with regard
to such subject calendar year. Prorated adjustments, if any, from January 1
through the month of delivery of the notice of CPI Adjustment for the then
current calendar year will also be due upon receipt and LESSEE shall immediately
pay the total amount of such deficiency to LESSOR.

6. ANNUAL OPERATING COSTS.

(a) LESSEE agrees to pay LESSOR, as additional rent, its Pro-Rata Share (as
hereinafter defined) of Annual Operating Costs (as hereinafter defined).

(b) LESSEE shall pay to LESSOR on the first day of each calendar month as its
estimated payment for the Annual Operating Costs the sum $977.80, calculated at
the rate of $1.20 per square foot per year. Within one hundred twenty (120) days
following each December 31st, during the term hereof, LESSOR shall submit to
LESSEE a statement (the "Annual Statement") in reasonable detail of the actual
Annual Operating Costs for the twelve month period ending December 31st of each
year ("Fiscal Year"). If such statement shows that LESSEE's share of the actual
Annual Operating Costs exceeded LESSEE's monthly payments, then LESSEE shall
immediately pay the total amount of such deficiency to LESSOR. If such statement
shows that LESSEE's share of the actual Annual Operating Costs is less than the
total of LESSEE's monthly payments, then LESSOR shall, within sixty (60)

                                    - 2 -

<PAGE>

days of the Annual Statement, refund the difference to LESSEE. The Annual
Statement shall be used as the basis for calculating LESSEE's monthly payments
for the then current calendar year. Prorated adjustments, if any, from January 1
through the month of delivery of the Annual Statement for the then current year
will also be due upon receipt and LESSEE shall immediately pay the total amount
of such deficiency to LESSOR.

(c) All monthly payments as may be required hereunder shall be payable in full

on the first day of the next occurring calendar month. Failure of the LESSOR to
provide an Annual Statement within the said one-hundred-twenty (120) day period
shall not constitute a waiver by LESSOR of its rights to payment due pursuant to
this paragraph, and the obligation hereunder shall survive the expiration or
other termination of this Lease.

(d) For any applicable Fiscal Year that begins prior to the Rent Commencement
Date or ends after the expiration date of this Lease, the amount due for that
Fiscal Year shall be apportioned on a per diem basis so that only that portion
attributable to the portion of such Fiscal Year that occurs during the term of
the Lease, shall be payable by LESSEE.

(e) The LESSEE's Pro-rata Share as used herein shall not exceed 14.91%,
determined by the net rentable square footage of the Premises, excluding any
mezzanine service space, divided by the total square footage of the Building.
The total square footage of the Building shall be equal to the total mezzanine
level office square footage leased in the subject Fiscal Year plus the total
ground floor square footage of the Building.

(f) Annual Operating Costs as used herein shall mean all costs of operation,
maintenance and repair of the Property, (except structural repair, and shall
include the following by way of illustration but not limitation: Insurance, Real
Estate Taxes (as hereinafter defined), the cost of all materials and services
for the operation, maintenance and repair of the Building and its appurtenances
(including service roads and parking areas), including not limited to, water and
sewer charges; refuse and rubbish disposal; permits and inspection fees;
maintenance and service contracts; all landscaping costs (including upgrades and
replacements thereto): parking lot lights, watchmen, guards, and any personnel
engaged in the operation, maintenance or repair of the Property and its
appurtenances together with payroll taxes and employee benefits applicable
thereto.

(g) The term "Real Estate Taxes" means all taxes, rates and assessments, general
and special, levied or imposed with respect to the land, buildings and
improvements comprising the Property, including all taxes, rates and assessments
general and special, levied or imposed general or local improvement and
operations and taxes imposed in connection with any special taxing district. If
the system of real estate taxation is altered or varied and any new tax or levy
shall be levied or imposed on said land, building and improvements, and/or
LESSOR in substitution for estate taxes presently levied or imposed on immovable
in the jurisdiction where the Building is located, then any such tax or levy
shall be included within the term "Real Estate Taxes". Should any governmental
taxing authority acting under any regulation, levy, assess or impose an excise
and/or assessment however descried (other than an income or franchise tax) upon,
against, on account of or measured by, in whole or in part, the rent expressly
reserved hereunder, or upon the rent expressly reserved under any other leases
or leasehold interests in the Property, as a substitute (in whole or in part) or
in addition to any existing real estate taxes on land and buildings and
otherwise, such tax or excise on rents shall be included within the term "Real
Estate Taxes". In the event LESSOR is required to pay real estate taxes in
advance, LESSEE agrees that LESSOR shall immediately be entitled to
reimbursement therefore. Reasonable expenses (consisting of attorneys' fees,
consulting fees, expert witness fees and similar costs) incurred by LESSOR in
obtaining or attempting to obtain a reduction of any Real Estate Taxes shall be

added to and included in the amount of any such Real Estate Taxes. Real Estate
Taxes which are being contested by LESSOR shall nevertheless be included for
purposes of the computation of the liability of LESSEE under this paragraph,
provided, however, that in the event that LESSEE shall have paid any amount of
increased rent pursuant to this Paragraph 5 and the LESSOR shall thereafter
receive a refund of any portion of any Real Estate  Taxes on which such payment
shall have been based, LESSOR shall pay to LESSEE its proportionate share (after
deducting expenses relating to said contest) of such refund. LESSOR shall have
no obligation to contest, object to or litigate the levying or imposition of any
Real Estate Taxes and may settle,

                                    - 3 -

<PAGE>

compromise, consent to waive or otherwise determine in its discretion to abandon
any contest with respect to the amount of any Real Estate Taxes without consent
or approval of the LESSEE.

7. ADDITIONAL RENT.

Any amounts required to be paid by LESSEE hereunder and any charges or expenses
incurred by LESSOR on behalf of LESSEE under the terms of this Lease shall be
considered additional rental payable in the same manner and upon the same terms
and conditions as the rent reserved hereunder. Failure on the part of LESSEE to
pay such additional rental when and as the same shall become due shall entitle
LESSOR to the remedies available to it for non-payment of rent.

8. TAXES AND LEASEHOLD IMPROVEMENTS.

LESSEE shall pay before delinquency any and all taxes and assessments upon
LESSEE's leasehold improvements, equipment, furniture, fixtures and other
personal property located on or used in connection with the demised premises.

9. USE.

(a) LESSEE shall occupy and use the Demised Premises for general office light
manufacturing, research and storage purposes and for no other purpose. LESSEE
shall at the termination and/or expiration of this lease return said Demised
Premises to LESSOR in as good condition as when received, loss by accidental
fire or other casualty not occurring through negligence of LESSEE and ordinary
wear and tear excepted. As a material consideration hereto the LESSEE covenants
that LESSEE shall not permit the Demised Premises to be occupied by any person,
firm or corporation other than the LESSEE whose name appears on this lease.

(b) LESSEE shall not use or permit upon said Demised Premises anything that will
invalidate or alter the classification of the policy of insurance now or
hereafter carried on the building or which the Demised Premises are a part, or
that will increase the rate of insurance on said Demised Premises or on said
building; LESSEE shall not use or permit upon said Demised Premises anything
that may be dangerous to life or limb; LESSEE shall not in any manner deface or
injure said building or any part thereof, or overload the floors of said Demised
Premises. LESSEE shall not permit any objectionable noise or odor to escape or
be entitled from said Demised Premises or do anything or permit anything to be

done upon said Demised Premises in any way tending to create a nuisance or
tending to disturb any tenant in said building or the occupants of neighboring
properties. LESSEE shall not use the parking areas in any manner for the storage
of materials, parts, supplies, trailers, equipment or machinery, nor shall
LESSEE use the parking areas in any manner which could obstruct or interfere
with the rights and safety of other tenants or persons. LESSEE will not use the
premises for any illegal purpose or in violation of any government regulations
or embarrass LESSOR or any other tenant.

(c) LESSEE will maintain a room temperature of greater than 40 degrees
Fahrenheit in the service area and office area of the Demised Premises.

(d) LESSEE shall comply with all governmental laws, ordinances and regulations
and shall obtain and maintain all necessary licenses and permits applicable to
LESSEE and to the use of the Demised Premises, and shall promptly comply with
all governmental orders and directives for the correction, prevention and
abatement of nuisances in, upon, or connected with the Demised Premises, all at
LESSEE's sole expense.

(e) LESSEE shall be solely responsible for all janitorial needs and expenses in
connection with the Demised Premises.

10. REPAIRS BY LESSEE.

LESSEE shall keep the Demised Premises clean and free from all dirt and other
refuse; keep all waste and drain pipes open within the Demised Premises; make
all necessary repairs to plumbing,

                                    - 4 -

<PAGE>

heating, ventilating, and air conditioning; and all other utility lines within
the Premises; continuously keep and maintain every part and portion of the
Demised Premises, in good order and repair, excluding structural repairs, the
roof, gutters, downspout and exterior walls. It is understood that "exterior
walls" does not include overhead doors, personnel doors or any glass. LESSEE
shall keep their sidewalk from suite to the parking area clean and unobstructed
in any way. It is also understood that LESSOR retains the right to enter
LESSEE's suite whenever LESSOR deems necessary to install or repair utility
lines to or from adjacent suites in the building.

LESSEE shall maintain throughout the Lease Term and any renewals thereof a
service contract for routine maintenance and inspection of all heating and air
conditioning equipment within the Premises. Such contract shall be secured and
maintained at LESSEE's expense, through a licensed contractor acceptable to
LESSOR and shall provide for inspection and routine maintenance (e.g. filter
changes, belt tightening, etc.) of all systems three times per year. LESSOR
shall warrant and make any other repairs to the heating and air conditioning for
one (1) year from the Commencement Date. LESSEE shall submit a copy of such
contract to LESSOR prior to the Commencement Date and every twelve months
thereafter evidencing coverage for the Premises for the upcoming twelve month
period. If at any time LESSEE has not maintained the coverage provided herein,
or if such repairs are occasioned by the negligence of LESSEE, its employees,

agents, or invitees, LESSOR shall have no obligations for the cost of any
repairs hereunder.

11. REPAIRS BY LESSOR.

LESSOR shall have no duty to LESSEE to make any repairs or improvements to the
interior of the Demised Premises except structural repairs necessary for safety
and tenantability, and then only if not brought about by any act or neglect of
LESSEE, its agents, employees or invitees. LESSEE agrees to report immediately
in writing to LESSOR any defective condition in or about the Demised Premises
known to LESSEE which LESSOR is required to repair, and a failure to so report
shall make LESSEE liable to LESSOR for any expense, damage or liability
resulting from such defects.

12. ALTERATIONS.

LESSEE shall make no alterations in, or additions to, said Demised Premises
without first obtaining LESSOR's written consent. At the termination and/or
expiration of this lease or any renewal thereof, if LESSOR so elects, LESSEE
shall, at LESSEE's expense, remove all alterations, additions, improvements and
partitions erected by LESSEE and restore the Demised Premises to their original
condition; otherwise such improvements shall be delivered up to LESSOR with the
Demised Premises, and shall become the absolute property of the LESSOR without
payment or offset. The LESSEE shall, at LESSEE's expense, at the termination
and/or expiration of this lease, remove all of LESSEE's personal property (and
those improvements made by LESSEE which have not become the property of the
LESSOR), including, but not limited to trade fixtures, bins, equipment,
machinery and shall repair all damage done by or in connection with the
installation or removal of said personal property and improvements, and restore
the Demised Premises to their original condition ordinary wear and tear
excepted. All property of LESSEE remaining on the Demised Premises at the
termination and/or expiration of this lease shall conclusively be deemed
abandoned and may be removed by LESSOR and LESSEE shall reimburse LESSOR for the
cost of such removal. LESSOR may have any such property stored at LESSEE's
expense. All such removals and restoration shall be accomplished in a good and
workmanlike manner so as not to damage the primary structure or structural
qualities and other improvements situated on the Demised Premises and the
building in which the Demised Premises are located.

13. SIGNS.

LESSEE shall not be permitted to paint, place, erect or cause to be painted,
placed or erected signs on the front, back or side portions of any building, the
property, or on the grounds of the Demised Premises without first obtaining
written consent from the LESSOR. At or prior to the termination and/or
expiration of this lease, LESSEE shall remove any signs so painted, placed or
erected, and shall restore the walls and other portions of the Demised Premises
which any of the said signs were attached to their former condition, ordinary
wear and tear excepted. LESSOR will provide a uniform

                                    - 5 -

<PAGE>


lettered sign to be installed at the front and rear entrance of each suite, said
sign and installation will be at LESSOR's expense and purchased through LESSOR's
vendor.

14. ROOF RIGHTS.

Except as otherwise provided in this Lease, LESSOR shall have the exclusive
right to use all or any portion of the roof of the Building for any purpose.

15. LAWS AND ORDINANCES.

LESSEE will, at its own cost, promptly comply with and carry out all orders,
requirements or conditions now or hereafter imposed upon it by the ordinances,
laws and/or regulations of the municipality, county and/or state in which the
Demised Premises are located whether required of LESSOR or otherwise, in the
conduct of LESSEE's business, except that LESSOR shall comply with any orders
affecting structural walls and columns unless due to LESSEE's particular
business or use of the Premises. LESSEE will indemnify and hold LESSOR harmless
from all penalties, claims, and demands resulting from LESSEE's failure or
negligence in this respect.

16. FURNITURE; FIXTURES; ELECTRICAL EOUIPMENT.

(a) LESSEE shall not place a load upon the second floor, if any, of the Demised
Premises exceeding fifty (50) pounds per square foot without LESSOR's prior
written consent. Business machines, mechanical equipment and materials belonging
to LESSEE which cause vibration, noise, cold, heat or fumes that may be
transmitted to the Building or to any other leased space therein to such a
degree as to be objectionable to LESSOR or to any other tenant in the Building
shall be placed, maintained, isolated, stored and/or vented by LESSEE at its
sole expense so as to absorb and prevent such vibration, noise, cold, heat or
fumes. LESSEE shall not keep within or about the Demised Premises any dangerous,
inflammable, toxic or explosive material. LESSEE shall indemnify LESSOR and hold
it harmless against any and all damage, injury, or claims resulting from the
moving of LESSEE's equipment, furnishings and/or materials into or out of the
Demised Premises or from the storage or operation of the same. Any and all
damage or injury to the Demised Premises, the Building, or the Property caused
by such moving, storage or operation shall be repaired by LESSEE at LESSEE's
sole cost and expense.

(b) LESSEE shall not install any equipment whatsoever which will or may
necessitate any changes, replacements or additions to the water system, plumbing
system, heating system, air conditioning system or the electrical system of the
Demised Premises without the prior written consent of LESSOR. LESSEE shall, at
its sole cost and expense, pay all charges for electricity used by the LESSEE
during the term of this Lease, including that used for interior lighting and the
operation of the heating and air conditioning system in the Demised Premises.

17. DAMAGE.

(a) If the Demised Premises should by damaged or destroyed by fire, tornado, or
other casualty, LESSEE shall give immediate written notice thereof to LESSOR.

(b) If the Demised Premises should be totally destroyed by fire, tornado,

hurricane or other casualty, or if they should be so damaged that rebuilding or
repairs cannot be completed within one hundred eighty (180) days after the date
upon which LESSOR is notified by LESSEE of such damage, this lease shall
terminate and the rent shall be abated during the unexpired portion of this
lease, effective upon the date of the occurrence of such damage.

(c) If the Demised Premises should be damaged by fire, tornado, or other
casualty, and such damage being not caused by the negligence or default of the
LESSEE or the LESSEE's agents,  servants, employees or visitors, but only to
such extent that rebuilding or repairs can be completed within one hundred
eighty (180) days after the date upon which LESSOR is notified by LESSEE of such
damage, this lease shall not terminate, but LESSOR shall proceed with reasonable
diligence to rebuild and repair the Demised Premises, to substantially the same
condition in which they existed

                                    - 6 -

<PAGE>

prior to such damage, except that LESSOR shall not be required to rebuild,
repair or replace any part of the partitions, fixtures and other improvements
which may have been placed on the Demised Premises by LESSEE. If the Demised
Premises are untenantable in whole or in part following such damage, the rent
payable hereunder during the period in which they are untenantable shall be
proratably reduced to the extent of the usable square footage of the Demised
Premises. In the event that LESSOR should fail to complete such repairs and
rebuilding within one hundred eighty(180) days after the date upon which LESSOR
is notified by LESSEE of such damage, subject to force majeure LESSEE may at its
option terminate this lease by delivering written notice of termination to
LESSOR as LESSEE's exclusive remedy, whereupon all fights and obligations
hereunder shall cease and terminate as of the date of the notice of termination.

(d) Notwithstanding anything herein to the contrary, in the event the holder of
any indebtedness secured by a mortgage to secure debt covering the Demised
Premises requires that any portion of the insurance proceeds be applied to such
indebtedness, then LESSOR shall have the right to terminate this lease by
delivering written notice of termination to LESSEE, whereupon all rights and
obligations hereunder shall cease.

(e) Any insurance which may be carried by LESSOR or LESSEE against loss or
damage to the Demised Premises and other improvements situated on the Demised
Premises shall be for the sole benefit of the party carrying such insurance and
under its sole control.

(f) Each of LESSOR and LESSEE hereby releases the other from any and all
liability or responsibility to the other or anyone claiming through or under
them by way of subrogation or otherwise for any loss or damage to property
caused by fire or any of the casualties covered by the insurance maintained
hereunder, even if such fire or other casualty shall have been caused by the
fault or negligence of the other party, or anyone for whom such party may be
responsible; provided, however, that this release shall be applicable and in
force and effect only with respect to loss or damage occurring during such times
as the releasor's policies shall contain a clause or endorsement to the effect
that any release shall not adversely affect or impair said policies or prejudice

the right of the releasor to recover thereunder and shall be applicable only up
to amount of said insurance. Each of LESSOR and LESSEE agrees that it will
request its insurance carriers to include in its policies such a clause or
endorsement.

(g) LESSOR shall maintain standard fire and extended coverage insurance covering
the building of which the Demised Premises are in part in an amount not less
than one hundred (100%) per cent of the replacement cost thereof.

18. OTHER INSURANCE.

The LESSEE, during the demised term or any renewal thereof, shall maintain, at
its expense, glass insurance and public liability and property damage insurance
written by a company or companies licensed in Kentucky and acceptable to LESSOR,
naming LESSOR as an additional insured. The liability policy shall be one which
shall afford protection in the minimum sum of ($1,000,000.00) in the event of
injury or death to a single person and in the minimum sum of ($1,000,000.00) in
the event of any one accident and for property damage in the minimum sum of
($1,000,000.00). LESSEE shall furnish to LESSOR certificates evidencing that
such insurance is in effect continuously during the demised term or any renewal
thereof. The certificate shall require thirty (30) days written notice from the
insurer to LESSOR of any cancellation or reduction in coverage. Provided,
however, in the event LESSEE fails to provide LESSOR with a certificate
evidencing the existence of glass insurance, LESSOR may conclusively presume
that LESSEE has in fact self-insured itself from any expenses and/or liabilities
as a result of not maintaining said glass insurance.

19. INSPECTION.

LESSOR and LESSOR's agents and representatives shall have the right with
reasonable prior notice, except in case of emergency, to enter and inspect the
Demised Premises any time during reasonable business hours, for the purpose of
ascertaining the condition of the Demised Premises or in order to make such
repairs as may be required to be made by LESSOR under the terms of this

                                    - 7 -

<PAGE>


lease. During the period that is six months prior to the end of the term hereof,
or any renewal hereof, LESSOR and LESSOR's agents and representatives shall have
the right to enter the Demised Premises at any time during reasonable business
hours for the purpose of showing the Demised Premises and shall have the right
to erect on the Demised Premises a suitable sign indicating the Demised Premises
are available.

20. LIENS.

If any mechanic's or materialmen's liens or other liens or order for the payment
of money shall at any time be filed against the Demised Premises herein demised,
the building or land on which the Demised Premises are located, or any
improvement thereon, or against LESSOR as owner thereof, by reason of, or
arising out of, any labor or materials furnished or alleged to have been

furnished or to be furnished to or for the LESSEE at the Demised Premises,
LESSEE shall promptly, or in any event within fifteen (15) days after the
recording of such lien or the entering of such order, cause the same to be
canceled and discharged of record, by bond or otherwise at the expense of
LESSEE, and shall also defend, on behalf of LESSOR, but at LESSEE's sole cost
and expense, any action, suit or proceedings which may be brought thereon or for
the enforcement of such lien, liens or orders, and LESSEE hereby agrees to pay
any damages and to discharge any entered therein and to save the LESSOR harmless
from any claims or damages resulting therefrom. Should LESSEE fail to bond or
otherwise discharge such liens or orders then LESSOR reserves the right to do
so, and, the cost thereof or any sums which may thereafter become due and
payable by the LESSOR shall be deemed additional rent and shall be payable on
demand. Provided, however, notwithstanding anything to the contrary herein
contained, LESSOR and LESSEE hereby agree that no such lien or order hereinabove
described shall constitute a claim, lien, or encumbrance on the title of LESSOR
in and to the Demised Premises, the building wherein the Demised Premises are
located, and the land upon which said building is erected.

21. ASSIGNMENT AND SUBLETTING.

LESSEE shall not have the right to transfer or assign this lease or to sublet
the whole or any part of the Demised Premises or to mortgage, pledge or
otherwise encumber its interest in this lease or its interest, if any, in the
Demised Premises, without the prior written consent of LESSOR, it being agreed
that LESSEE has only a usufruct, not subject to levy and sale or otherwise
transferable, whether voluntarily or by operation of law, except as otherwise
set fort herein. In determining whether to grant consent to the LESSEE'S sublet
or assignment request, the LESSOR may consider any reasonable factor. LESSOR and
LESSEE agree that failure to meet any one of the following standards, or any
other reasonable factor, will be reasonable grounds for denying the LESSEE'S
request:

(a) Financial strength of the proposed sublessee/assignee must be at last equal
to that of the existing LESSEE;

(b) Business reputation of the proposed sublessee/assignee must be in accordance
with generally acceptable commercial standards;

(c) Use of the Premises by the proposed sublessee/assignee must be identical to
the use permitted by this lease,

(d) Managerial and operational skills of the proposed sublessee/ assignee must
be the same as those of the existing LESSEE;

(e) Use of the Premises by the proposed sublessee/assignee will not violate or
create any potential violation of any laws;

(f) Use of the Premises will not violate any other agreements affecting the
premises, the LESSOR or other LESSEE'S.

                                    - 8 -

<PAGE>


LESSEE shall at all times, notwithstanding any permitted transfer, assignment,
subletting or encumbrance, and notwithstanding the acceptance of rents by the
LESSOR from such transferee, assignee, subtenant or mortgagee, remain fully
responsible and liable for the payment of the rent herein specified and for
compliance with all of LESSEE's other obligations under the terms, provisions,
and covenants of this lease, nor shall the giving of such consent to a transfer,
assignment, subletting or encumbrance be deemed a complete performance of the
said covenants contained herein, so as to permit any subsequent transfer,
assignment, subletting or encumbrance without like written consent. Any
permitted transfer, assignment, subletting or encumbrance shall be subject to
all the terms, conditions of this lease or any mortgage to secure debt on the
Demised Premises, and the term of any such subletting shall expire on or prior
to the date of termination of this lease. Upon the occurrence of any "event of
default" as hereinafter defined, if the Demised Premises or any part thereof are
then transferred, assigned or sublet, LESSOR, in addition to any other remedies
herein provided or provided by law, may at its option collect directly from such
transferee, assignee or subtenant all rents becoming due to LESSEE under such
transfer, assignment or sublease and apply such rent against any sums due to
LESSOR from LESSEE hereunder, and no such collection shall be construed to
constitute a novation or a release of LESSEE from the further performance of
LESSEE's obligations hereunder. LESSOR shall have the right to assign any of its
rights and obligations under this lease. LESSOR shall further have the right at
LESSOR's option upon an "event of default" to take over any and all subleases or
any part thereof and further to succeed to all rights and privileges and any
sums held by LESSEE of said subleases or such of them as LESSOR may elect to
take over and assume. In the event LESSOR consents to LESSEE subletting all or a
portion of the Demised Premises any rent accruing to LESSEE as the result of
such subletting, which rent is in excess of the rent then being paid by LESSEE,
and any other economic consideration received by or to be received by LESSEE in
connection with any subletting or assignment shall be paid to LESSOR as
additional rent.

22. BROKERAGE.

LESSEE represents and warrants that neither LESSEE nor any of LESSEE's
representatives, employees or agents has dealt or consulted with any real estate
broker in connection with this Lease other than Re/Max Professionals Inc., and
LESSEE hereby agrees to indemnify and hold LESSOR harmless from and against any
claim or demand made by any real estate broker or agent claiming to have dealt
or consulted with LESSEE or any of LESSEE's representatives, employees or agents
contrary to the foregoing representation and warranty.

23. CONDEMNATION.

If the whole or a part of the Demised Premises shall be taken under the power of
eminent domain, or shall be conveyed to a governmental agency to avoid such
taking, and such taking shall cause the remaining portion of the Demised
Premises to be unsuitable for use by LESSEE for the purpose for which the same
are leased, either LESSOR or LESSEE shall have the option to terminate this
lease as of the date LESSEE is required to yield possession. If a part of the
Demised Premises shall be so taken that the remaining part of the Demised
Premises shall be adequate for use by LESSEE, then this lease shall terminate as
to the part so taken or conveyed on the day when LESSEE is required to yield
possession thereof and LESSOR shall make such repairs and alterations as may be

necessary in order to restore the part not taken to useable condition and the
rental payable hereunder shall be reduced in proportion to the part of the
Demised Premises so taken. All compensation awarded for any taking (or the
proceeds of sale under threat thereof) whether for the whole or a part of the
Demised Premises, shall be the property of LESSOR, whether such award is
compensation for damages to LESSOR's or LESSEE's interest in the Demised
Premises, and LESSEE hereby assigns all of its interest in any such award to
LESSOR; provided, however, LESSOR shall have no interest in any award made to
LESSEE for loss of business or for the taking of LESSEE's fixtures and personal
property within the Demised Premises, if a separate award for such items is made
to LESSEE.

24. EVENTS OF DEFAULT.

The following events shall be deemed to be events of default by LESSEE under
this lease:

                                    - 9 -

<PAGE>

(a) LESSEE fails to pay any installment of the rent hereby reserved when due, or
any sum of money due or payable as additional rent under the provisions of this
lease, or any other payment or reimbursement to LESSOR required herein, and such
failure continues for a period of 10 days from the date such installment was
due; or

(b) LESSEE becomes insolvent, or makes a transfer in fraud of creditors, or
makes an assignment for the benefit of creditors; or

(c) A petition, voluntary or involuntary, is filed by or against LESSEE under
any section or chapter of the National Bankruptcy Act, as amended, or under any
similar law or statute of the United States or any State thereof, or LESSEE is
adjudged bankrupt or insolvent in proceedings filed against LESSEE thereunder;
or

(d) A receiver or trustee is appointed for all or substantially all of the
assets of LESSEE; or

(e) LESSEE abandons or vacates of the Demised Premises, LESSEE fails to comply
with any terms, provisions or covenants of this lease and does not cure such
failure within 15 days after LESSOR's written notice thereof to LESSEE; or

(g) LESSEE in any way attempts to transfer or other devolution of the interests
or any part thereof of the LESSEE, or any assignee hereunder, to any other
person or corporation either by reason of the several acts and things
hereinabove enumerated, or if LESSEE, or any assignee be dissolved.

25. CUMULATIVE REMEDIES.

Upon the occurrence of any of such events of default described in paragraph 24
hereof, LESSOR shall have the option to pursue any one or more of the following
remedies with or without any notice or demand whatsoever:


(a) Terminate this lease, in which event LESSEE shall immediately surrender the
Demised Premises to LESSOR, and if LESSEE fails to do so, LESSOR may, without
prejudice to any other remedy which it may have for possession or arrearages in
rent, enter upon and take possession of the Demised Premises and expel or remove
LESSEE or any other person who may be occupying such or any part thereof, by
reasonable force if necessary, in accordance with applicable law, without being
liable for prosecution or any claim of damages therefor; and LESSEE agrees to
pay LESSOR on demand the amount of any loss and damage which LESSOR may suffer
by reason of such termination, whether through inability to rent the Demised
Premises on satisfactory terms or otherwise.

(b) Enter upon and take possession of the Demised Premises and expel or remove
LESSEE and any other person who may be occupying such Demised Premises or any
part thereof, by reasonable force if necessary, without being liable for
prosecution or any claim for damages therefor, and repair, alter and relet the
Demised Premises for the term of the original term or for any part thereof or
for a longer period and receive the rent therefor applying the same to the
payments of such expenses as the LESSOR may be put to by reason thereof
including, without limitation, advertising, refurbishing expenses and attorney
fees and then to the fulfillment of LESSEE's covenants and agreements hereunder;
and LESSEE agrees to pay LESSOR on demand any deficiency that may arise by
reason of such reletting.

(c) Enter upon the Demised Premises, by reasonable force if necessary, without
being liable for prosecution or any claim for damages therefor, and do whatever
LESSEE is obligated to do under the term of this lease: and LESSEE agrees to
reimburse LESSOR on demand for any expenses which LESSOR may incur in thus
effecting compliance with LESSEE's obligations under this  lease, and LESSEE
further agrees that LESSOR shall not be liable for any damages resulting to
LESSEE from any reasonable action taken in connection therewith.

                                    - 10 -

<PAGE>

In the event LESSEE fails to pay any installment of rent hereunder or any sum of
money due or payable as additional rent as and when such installment is due,
LESSEE shall pay to LESSOR a late charge in an amount equal to Five (5%) per
cent of such installment or $50.00 whichever amount is greater; and the failure
to pay such amount within five days after demand therefor, shall be an event of
default hereunder. LESSEE shall further pay to LESSOR the sum of $25.00 for any
returned checks. The provision for such late charges and returned check charges
shall be in addition to all of any returned checks. The provision for such late
charges and returned check charges shall be in addition to all of LESSOR's other
rights and remedies hereunder or at law and shall not be construed as liquidated
damages or as limiting LESSOR's remedies in any manner. Pursuit of any of the
foregoing remedies shall not preclude pursuit of any of the other remedies
herein provided or any other remedies provided by law, nor shall pursuit of any
remedy herein provided constitute a forfeiture or waiver of any rent or
additional rent due to LESSOR hereunder for the unexpired lease term or any
renewal thereof, or of any damages occurring to LESSOR by reason of the
violation of any of the terms, provisions and covenants herein contained. No act
or thing done by LESSOR or its agents in a reasonable manner to discharge the
obligations or to exercise the rights of LESSOR hereunder during the term hereby

granted shall be deemed to absolve or discharge the LESSEE from liability
hereunder or shall be deemed a termination of this lease or an acceptance of the
surrender of the Demised Premises, and no agreement to terminate this lease or
to accept a surrender of said Demised Premises shall be valid unless in writing
and signed by LESSOR. No waiver by LESSOR of any violation or breach by LESSEE
of any of the terms, provisions and covenants herein contained shall be deemed
to constitute a waiver of a subsequent breach of any of the terms, provisions or
covenants herein contained. Forbearance by LESSOR to enforce one or more of the
remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver or such default. All rights of the LESSOR
hereunder are hereby reserved and conferred upon LESSOR as distinct, separate
and cumulative remedies. If, on account of any breach or default by LESSEE in
LESSEE's obligations under the terms and conditions of this lease, it shall
become necessary or appropriate for LESSOR to employ or consult with an attorney
concerning or to enforce or defend any of LESSOR's right or remedies hereunder,
LESSEE agrees to pay any reasonable attorney's fees so incurred.

26. UTILITIES.

LESSEE shall pay all charges incurred for any utility services used on or from
the Demised Premises and any maintenance charges for utilities and shall furnish
all electric light bulbs and tubes. LESSOR shall in no event be liable for any
interruption or failure of utility services on the Demised Premises.

27. LIABILITY.

(a) LESSEE covenants and agrees that it will protect and save and keep the
LESSOR forever harmless and indemnified against and from any penalty or damage
or charges imposed for any violation of any laws or ordinances resulting from
the use or occupancy of the Demised Premises by LESSEE or those holding under
LESSEE, or the employees, guests, licensees or invitees thereof; and that LESSEE
will at all times protect, indemnify and save and keep harmless the LESSOR
against and from any and all loss, cost, damage or expense, arising out of or
from any accident or other occurrence on or about said Demised Premises, causing
injury to any pawn or property whomsoever or whatsoever except for such accident
or other occurrence directly and solely resulting from the gross negligence of
LESSOR; and will protect, indemnify and save and keep harmless the LESSOR
against and from any and all claims and against and from any and all loss, cost,
damage or expense, including attorneys fees and court costs arising out of any
failure of LESSEE, its agents, employees and representatives, in any respect to
comply with and perform all the requirements and provisions of lease. LESSEE
shall not be obligated to indemnify LESSOR for any claim due to injury or death
of any person or persons due to the sole negligence of LESSOR, its employees or
agents.

(b) LESSOR shall not be liable for any damage, either to person or property
sustained by LESSEE or sustained by LESSEE's employees, guest, licensees, or
invitees, including loss of business, due to the building of which the Demised
Premises are a part, or any part thereof, or any

                                    - 11 -

<PAGE>


appurtenances thereof, becoming out of repair or due to the happenings of any
accident in or about said building, or due to any act or neglect of any tenant
or occupant of said building, or any other person. The LESSEE agrees to
indemnify and save LESSOR harmless from any and all liability for any damage to
any person, property or effects of LESSEE or any other person during the term of
this Lease and any renewal hereof occasioned by or resulting from the breakage,
leakage or obstruction of the water, gas or sewer pipes or of the roof or
rainducts or any fire sprinkler or other quenching system or other leakage or
overflow or otherwise in or about the said premises or from any carelessness,
negligence or improper conduct on the part of the LESSEE or the LESSEE's
employees, guests, agents, representatives, invitees, licensees, or otherwise
arising out of or in connection with the LESSEE's operation in, on or about said
premises or the driveways, sidewalks or public areas adjoining the same and the
LESSOR shall not be liable for any damage, loss or injury to the person,
property or effects of the LESSEE or any other person suffered on, in or about
the premises by reason of any present, future, latent or other defects in the
form, character or condition of said premises or any part or portion thereof, or
by reason of any rain, water, fire, storms, accident or any other cause or
reason and the rent shall not be diminished or withheld by reason or on account
of any such loss or damage. LESSEE agrees that all personal property and all
alterations, additions and improvements made by LESSEE upon the Demised Premises
shall be there at the risk of LESSEE only and that LESSOR shall not be liable
for any damage thereto or theft thereof.

28. PROPERTY AT LESSEE'S RISK.

It is understood and agreed that all personal property in the Demised Premises,
of whatever nature, whether owned by LESSEE or any other person, shall be and
remain at LESSEE's sole risk and LESSOR shall not assume any liability or be
liable for any damage to or loss of such personal property, arising from the
bursting, overflowing, or leaking of the roof or of water or sewer pipes, or
from heating or plumbing fixtures or from the handling of electric wires or
fixtures or from any other cause whatsoever.

29. RULES AND REGULATIONS.

LESSEE shall at all times comply with the rules and regulations set forth on
Exhibit D attached hereto, and with any additions thereto and modifications
thereof adopted from time to time by LESSOR and each such rule or regulation
shall be deemed to be a covenant of this Lease to be performed and observed by
LESSEE.

30. PARKING.

LESSOR grants LESSEE the non-exclusive, unassigned, right to use the parking
area or areas designated by the LESSOR from time to time. LESSEE hereby agrees
to comply with all traffic and parking rules and regulations imposed by LESSOR
from time to time.

31. MODIFICATIONS DUE TO FINANCING.

If, in connection with obtaining temporary or permanent financing for the
Building or the land upon which the Building is located, any such lender shall
request reasonable modifications of this Lease as a condition to such financing.

LESSEE agrees that LESSEE will not unreasonably withhold, delay or defer the
execution of any agreement of modification of this Lease provided such
modifications do not increase the financial obligations of LESSEE hereunder or
materially adversely affect the leasehold interest hereby created or LESSEE's
reasonable use and enjoyment of the Demised Premises.

32. ATTORNEYS' FEES.

In the event LESSEE defaults in the performance of any of the terms, covenants,
agreements or conditions contained in this Lease, and LESSOR places the
enforcement of all or any part of this Lease, the collection of any rent due or
to become due or recovery of the possession of the Demised Premises in the hands
of an attorney, LESSEE agrees to pay LESSOR reasonable attorneys' fees

                                    - 12 -

<PAGE>

and court costs (including appeals) for the services of the attorney, whether
suit is actually filed or not.

33. APPLICABLE LAW.

This Lease shall be construed under the laws of the State in which the Demised
Premises is located.

34. NO RESERVATIONS.

The submission of this Lease for examination does not constitute a reservation
of or option for the Demised Premises, and this Lease becomes effective only
upon execution and delivery thereof by LESSOR and LESSEE.

35. SEVERABILITY.

If any term, covenant or condition of this Lease or the application thereof to
any person or circumstance shall to any extent be held invalid or unenforceable,
the remainder of this Lease or the application of such term, covenant or
condition to persons or other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant and
condition of this Lease shall be valid and enforced to the fullest extent
permitted by law.

36. RENT TAX.

If applicable in the jurisdiction where the Demised Premises are situated,
LESSEE shall pay and be liable for all rental, sales and use taxes, or other
similar taxes, if any levied or imposed by any City, State, County or other
governmental body having authority, such payments to be in addition to all other
payments required to be paid to LESSOR by LESSEE under the terms of this Lease.
Any such payments shall be paid concurrently with the payment of the rent upon
which the tax is based as set forth above.

37. ACTS OF GOD.


LESSOR shall not be required to perform any covenant or obligation in this
Lease, or be liable in damages to LESSEE, so long as the performance or
non-performance of the covenant or obligation is delayed, caused by or prevented
by an act of God or force majeure.

38. REMEDIES CUMULATIVE; NO WAIVER.

All rights and remedies given herein and/or by law or in equity to LESSOR are
separate, distinct and cumulative, and no one of them, whether exercised by
LESSOR or not, shall be deemed to be in exclusion of any of the others. No
failure of LESSOR to exercise any power given LESSOR hereunder, or to insist
upon strict compliance by LESSEE with his obligations hereunder, and no custom
or practice of the parties at variance with the terms hereof shall constitute a
waiver of LESSOR's right to demand exact compliance with the terms hereof

39. MODIFICATIONS.

This writing is intended by the parties as the final expression of their
agreement and as a complete and exclusive statement of the terms thereof, all
negotiations, considerations and representations between the parties having been
incorporated herein. No course of prior dealing between the parties or their
affiliates shall be relevant or admissible to supplement, explain or vary any of
the terms of this Lease. Acceptance of or acquiescence in, a course of
performances rendered under this or any prior agreement between the parties of
their affiliates shall not be relevant or admissible to determine the meaning of
any of the terms of this Lease. No representations, understandings or 
agreements have been made or relied upon in the making of this Lease other than
those specifically set forth herein. This Lease can only be modified by a
written agreement signed by all of the parties hereto.

                                    - 13 -

<PAGE>

40. WAIVER OF JURY TRIAL.

LESSOR and LESSEE each hereby waives all rights to trial by jury in any claim,
action proceeding or complaint by either party against the other on any matter
arising out of or in any way connected with this Lease, the relationship of
LESSOR and LESSEE and/or LESSEE's use or occupancy of the Demised Premises.
LESSEE further agrees that it will not interpose any counter claim or
counterclaims in a summary proceeding or in any action based upon non-payment of
rent or any other payment required of LESSEE hereunder.

41. HOLDOVER TENANCY.

Any holding over after the expiration of the term herein will be granted only
with the expressed written consent of LESSOR and shall be construed to be a
tenancy from month to month, at a rental rate per month which is twice the
amount LESSEE paid for the last full month prior to the expiration of the term
herein. All other terms and conditions herein specified, so far as applicable,
will remain in effect during holdover tenancy period.

42. OUIET ENJOYMENT.


LESSOR represents and warrants that it has full right and authority to enter
into this lease and that LESSEE, upon paying the rental herein set forth and
performing the other covenants and agreements herein set forth, shall peaceably
and quietly for the term hereof without hindrance or molestation, subject to the
terms and have, hold and enjoy the Demised provisions of this lease.

43. SECURITY DEPOSIT.

LESSEE has paid to LESSOR upon execution of this lease the sum of Seven Thousand
NinetyFour and 00/100 Dollars ($7,094.00) as security for the performance of
LESSEE's obligations hereunder. In the event of a default by LESSEE, LESSOR at
its option may apply such part of the deposit as may be necessary to cure the
default, and if LESSOR does so, LESSEE shall upon demand redeposit with LESSOR
an amount equal to that so applied so that LESSOR will have the full security
deposit on hand at all times during the term of this Lease. Within 30 days after
the expiration of this Lease (provided that LESSEE is not in default hereunder),
LESSOR shall refund to LESSEE any then remaining balance of the deposit without
interest. In the event of a sale of the land and building or leasing of the
building, of which the Demised Premises form a part, LESSOR shall have the right
to transfer the deposit to the buyer or tenant and LESSOR shall thereupon be
released by LESSEE from all liability for the return of such deposit; and LESSEE
agrees to look to the new landlord solely for the return of said deposit; and it
is agreed that the provisions hereof shall apply to every transfer or assignment
made of the deposit to a new landlord.

44. NOTICES.

All notices required herein to be given by LESSEE to LESSOR shall be given by
hand delivery or by registered or certified mall, postage prepaid, and sent to
LESSOR in care of NTS CORPORATION, 10172 Linn Station Road, Louisville, Kentucky
40299, or to such other person or places as shall be designated in writing by
the LESSOR. All notices required herein to be given by LESSOR to LESSEE shall be
given by hand delivery or by registered or certified mall, postage prepaid, and
shall be sent to Videolan Technologies. Inc., 11403 Bluegrass Parkway - Suite
400, Louisville, Kentucky 40299 or to such other person or places as shall be
designated in writing by LESSEE. All notices shall be deemed given when accepted
or refused.

45. SUMS EXPENDED BY LESSOR TO BE ADDITIONAL RENT.

In the event that LESSOR shall pay any sum of money or do any act which will
require the expenditure of any sums by reason of the failure of the LESSEE to
perform any of the covenants, terms or conditions herein contained, the LESSEE
covenants to repay promptly such sums to the LESSOR upon demand, and in default
thereof the sums so paid by the LESSOR, together with interest thereon at the
rate of eighteen (18%) per cent per annum, may be added as additional rent

                                    - 14 -

<PAGE>

to the basic rent becoming due upon the next rent payment day, or any subsequent
rent payment day and shall be payable as such. Nothing contained herein shall be

construed to postpone the fight of the LESSOR immediately upon expending, such
to collect such sums with interest by action or otherwise.

46. MORTGAGES.

LESSEE accepts this lease subject and subordinate to any mortgage to secure debt
now or at any time hereafter constituting a lien or charge upon the Demised
Premises are constituting a lien or charge upon the Demised Premises or the land
improvements on which the Demised Premises are situated; provided, however, that
in the event of a transfer of title to the Demised Premises pursuant to the
exercise of any right or remedy granted by any such mortgage to Secure Debt or
similar security instrument, or in lieu thereof, LESSEE shall, upon the request
of such transferee, attorn to and recognize such transferee as its landlord
hereunder, and this Lease such transferee. LESSOR agrees, upon request from
LESSEE, to make reasonable best efforts to obtain a non-disturbance agreement
from any current or future mortgage.

47. MISCELLANEOUS.

(a) Words of any gender used in this lease shall be held and construed to
include any other gender and words in the singular number shall be held to
include the plural, unless the context otherwise requires.

(b) The terms, provisions, covenants, and conditions contained in this lease
shall apply to, inure to the benefit of, and be binding upon, the parties hereto
and upon their respective heirs, legal representatives, successors and permitted
assigns except as otherwise herein expressly provided.

(c) The captions in this lease are for convenience only and in no way define,
limit or otherwise describe the scope or intent of this lease, or any provision
hereof, nor in any way affect the interpretation of this lease.

(d) LESSEE agrees, from time to time, within ten days after request of LESSOR,
to deliver to LESSOR, or LESSOR's designee, an estoppel certificate stating that
this lease is in full force and effect, the date to which rent has been paid,
the unexpired term of this lease and such other matters pertaining to this lease
as may be reasonably requested by LESSOR.

(e) This lease may only be altered, changed or amended by an instrument in
writing signed by both parties hereto.

(f) The invalidity or unenforceability of any provisions of this lease shall
have no effect on the validity or enforceability of any other provision of this
lease.

IN WITNESS WHEREOF, the parties hereunto have set their hands on the day and
year first above written.

           LESSOR:  NTS/BBCI, A KENTUCKY LIMITED PARTNERS
                    DBA, BLANKENBAKER BUSINESS CENTER II

               By:  NTS Capital Corporation,
                    General Partner


               By:  _____________________________________
                    H.L. Heiner

            Title:  Executive Vice President

                                    - 15 -

<PAGE>

COMMONWEALTH OF:  KENTUCKY
COUNTY OF:        JEFFERSON

The foregoing lease was acknowledged before me on _______________, 19__ by
______________________________, ________________ of NTS Capital Corporation, in
its capacity as general partner for NTS/BBCI, a Kentucky Limited Partnership.


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


Commission Expires: ___________________

                   LESSEE:  VIDEOLAN TECHNOLOGIES, INC.

                            By:________________________________

                         Title:________________________________

STATE OF:
COUNTY OF:

The foregoing lease was acknowledged before me on _______________, 19__, by
__________________________, ______________ of ____________ a ____corporation, on
behalf of the corporation.


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


Commission Expires: ___________________


                                    - 16 -
<PAGE>

                         BLANKENBAKER BUSINESS CENTER II

                                   EXHIBIT "B"



                                    - 17 -
<PAGE>


                         BLANKENBAKER BUSINESS CENTER II

                                   EXHIBIT "C"

SERVICE AREA INTERIOR

Drywall, fire taped and unpainted; unsealed concrete.

AIR CONDITIONING

Heating and air conditioning to all portions of the Premises, except
warehouse/service area which shall not be air conditioned.

RESTROOM

Commode, sink, light, fan, medicine cabinet, paper towel dispenser, vinyl tile
floor.

INSULATION

Six inch (6) batt over ceiling in office area and three and a half (3 1/2) in
suite party walls.

SIGNAGE

LESSEE pays for standard.

WINDOW TREATMENTS

Mini-blinds provided on office windows.

ADDITIONAL FINISH

LESSEE shall pay for all additional work above stated Tenant finishes. LESSEE
shall pay contractor's cost plus 15% overhead

                                    - 18 -
<PAGE>

                       BLANKENBAKER BUSINESS CENTER II

                                 EXHIBIT "D"

                         LEASE RULES AND REGULATIONS

LESSEE shall pay for all additional work above stated Tenant finishes. LESSEE
shall pay contractor's cost plus 15% overhead.

UTILITY CONSERVATION

LESSEE shall exercise care and caution to insure that all water faucets or water
apparatus are carefully and entirely shut off before LESSEE or its employees
leave the Building so as to prevent waste or damage.

MACHINERY


The LESSOR's written consent shall be first obtained for the use or installation
of any large or heavy office machinery, generally described as, but not limited
to, machinery equipment; mainframe computer; refrigeration equipment; heating
equipment; air conditioning apparatus; and all other types of heavy machine
equipment. This clause is not meant to refer to the use or installation of such
equipment as personal computers, typewriters and similar office equipment.

UNSIGHTLY PLACEMENT OF EQUIPMENT

Unless expressly permitted by the LESSOR, the LESSEE shall not place or allow
anything to be against or near the glass or partitions or doors or windows of
the Premises which may diminish the light in, or be unsightly from the exterior
of the building.

LOCKS

Unless expressly permitted by the LESSOR, no additional locks or similar devices
shall be attached to any door and no keys other than those provided by the
LESSOR shall be made for any door. If more than two keys for one lock are
desired by the LESSEE, the LESSOR may provide the same upon payment by the
LESSEE. Upon termination of this lease or of the LESSEE's possession, the LESSEE
shall surrender all keys of the Premises and shall explain to the LESSOR all
combination locks on safes, cabinets and vaults which are a part of the demised
Premises.

NOISES AND OTHER NUISANCES

The LESSEE shall not make or permit any noise or odor that is objectionable to
the LESSOR or other occupants of the building to emanate from the Premises, and
shall not create or maintain a nuisance therein, and shall not disturb, solicit
or canvass any occupant of the building, and shall not do any act tending to
injure the reputation of the building. Any newspaper, magazine or other
advertising done from the said Premises, or referring to the said Premises,
which in the opinion of the LESSOR is objectionable shall be immediately
discontinued upon notice from the LESSOR.

OBSTRUCTIONS

Unless expressly permitted by the LESSOR the LESSEE shall not obstruct, or use
for storage or for any purpose other than ingress and egress, the sidewalks,
entrances, passages, courts, and vestibules of the building.

SAFES OR HEAVY ARTICLES

The LESSEE shall not overload any floor. The LESSOR may direct the routing and
placement of safes and other heavy articles. Safes, furniture and all large
articles shall be brought into the Premises

<PAGE>

Blankenbaker Business Center II
EXHIBIT "D"
Lease Rules and Regulations

Page 2

or removed therefrom at such times and in such manner as the LESSOR
shall direct and at the LESSEE's sole risk and responsibility.

BICYCLES AND ANIMALS

Except as provided in this lease, no bicycle or other vehicle and no animal
shall be brought or permitted to be in building without the prior consent of the
LESSOR.

TELEPHONE AND TELEGRAPH

No electric wires, telephones, telegraphs, telegraph call boxes, antennae,
aerial wires or other electrical equipment or apparatus shall be installed
outside of the building without approval of the LESSOR.

SOLICITORS

The LESSOR reserves the fight, but shall not be held obligated, to exclude or
eject from the building any or all solicitor, canvassers, or peddlers, and any
class of persons and individuals who conduct themselves in such a manner as in
the judgment of the LESSOR constitutes an annoyance to any tenant of the
building or an interference with the LESSOR's operation of the building or who
are otherwise undesirable. The LESSEE shall cooperate with the LESSOR in
preventing soliciting an peddling in the building.

APPLICATION FOR SERVICES

The LESSEE shall make application to LESSOR for all the repairs, alterations or
special services. Employees of the LESSOR shall not perform any work or do
anything outside of the regular duties unless under special instruction from the
LESSOR.

VIOLATION OF RULES

LESSOR reserves the fight to exclude or expel from the Building any person who,
in the judgment of the LESSOR, is under the influence of liquor or drugs, or who
shall in any manner do any act in violation of any of the rules and regulations
of the Building.

SIGNAGE

No advertisement, sign, lettering notice or device shall be placed in or upon
Premises or building including windows, walls, and exterior doors except such as
may be approved in writing by LESSOR.

EXTERIOR SIGNAGE

Where applicable, all maintenance for building exterior Signage will be the
responsibility of the LESSEE. This includes removing burned out light bulbs
immediately upon their failure. LESSOR reserves the right to instigate any
maintenance not performed by LESSEE and bill the same for the labor and
materials involved.


LOSS OF PROPERTY

It is understood and agreed that the LESSOR shall not be responsible to any
LESSEE for any loss of property from rented Premises, however occurring.

HAZARDOUS DEVICES/MATERIAL

<PAGE>

Blankenbaker Business Center II
EXHIBIT "D"
Lease Rules and Regulations
Page 3

The LESSEE shall not, (without the LESSOR's prior written consent) install or
operate any electric heating device, steam engine, boiler, machinery or stove
upon the Premises, or carry on any mechanical business thereon, or do any
cooking thereon, or use or allow to be used upon the Demised Premises oil,
burning fluids, camphene, gasoline or kerosene for heating, warning or lighting.
No article deemed extra hazardous on account of fire and no explosives shall be
brought into said Premises. No offensive gases or liquids will be permitted.

VENDING RIGHTS

LESSOR reserves all vending fights. Request for such service will be made to
LESSOR.

STORAGE

Except for the storage of trash or rubbish in dumpsters provided by LESSOR,
LESSEE shall not permit storage of any kind outside of the Premises.

TRAFFIC REGULATIONS

LESSEE and occupants shall observe and obey all parking and traffic regulations
as imposed by LESSOR on the Property. LESSOR in all cases retains the power to
designate "No Parking" zones, traffic fight of ways, and general parking area
procedures; to change the location and arrangement of parking areas; to restrict
parking; to close all or any portion of the parking areas; and to impose charges
and to do and perform any other acts or impose any other rules with respect
thereto.

DELIVERIES

LESSEE shall instruct all delivery companies that any vehicles making deliveries
to the Demised Premises shall use the truck access roads provided for such use
and park only in designated loading areas.

ACCESS TO ROOF

Unless otherwise approved by LESSOR, in writing, neither LESSEE, nor LESSEE's
agents, employees, representatives, invitees, or contractors shall be permitted
access to the roof of the Building.


ADDITIONAL RULES

LESSOR reserves the right to make such other and further rules and regulations
as in its judgment may from time to time be needed or desired for the safety,
care and cleanliness of the leased Premises and the building and for the
preservation of good order therein, but shall not impair the use and enjoyment
of the leased Premises under the other provisions of the within lease.

Violations of these rules, or any amendments thereof or additions thereto, shall
be sufficient cause for termination of this Lease at the option of LESSOR.

<PAGE>

Blankenbaker Business Center II
EXHIBIT "D"
Lease Rules and Regulations
Page 4

ADDENDUM TO LEASE

THIS ADDENDUM TO LEASE ("Addendum") is made and entered into as of this 23rd day
of April, 1996, by and among, NTS/BCCI, A KENTUCKY LIMITED PARTNERSHIP, DBA
BLAKENBAKER BUSINESS CENTER, II, a Kentucky Limited Partnership, herein called
LESSOR, and VIDEOLAN TECHNOLOGIES, INC., herein called LESSEE.

                              PRELIMINARY STATEMENT

LESSOR and LESSEE are contemporaneously herewith entering into a Lease of even
date (the "Lease") and desire to modify, amend and supplement the Lease pursuant
to the terms of this Addendum.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein
contained and for other good and valuable consideration, receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1) RE: Paragraph 4. "RENT". The Base Rent shall be modified according to
the following schedule:

         May 1, 1996 - December 31, 1997 = $5,094.00 Per Month
         January 1, 1998 - August 31, 1999 = $6,094.00 Per Month
         September 1, 1999 - April 30, 2001 = $7,094.00 Per Month

     2) Tenant Finish. LESSOR agrees to provide, at its expense, the renovations
to the Demised Premises as set forth on the attached Exhibit "A".

     3) Ratification. Except as expressly amended or modified hereby, LESSOR and
LESSEE hereby expressly ratify and confirm the terms and provisions of the
Lease, as amended by this Addendum.

<PAGE>

Blankenbaker Business Center II
EXHIBIT "D"

Lease Rules and Regulations
Page 5

IN WITNESS WHEREOF, the Parties hereto have executed this Addendum to Lease on
the day, month and year first above written.

           LESSOR:  NTS/BBCI, A KENTUCKY LIMITED
                    PARTNERSHIP DBA
                    BLANKENBAKER BUSINESS CENTER II

               By:  NTS Capital Corporation,
                    General Partner

               By: _____________________________________________
                   H.L. Heiner

            Title: Executive Vice President
                   _____________________________________________
                   
           LESSEE: VIDEOLAN TECHNOLOGIES, INC.

                   By:__________________________________________

                Title:__________________________________________


<PAGE>

Blankenbaker Business Center II
EXHIBIT "D"
Lease Rules and Regulations
Page 6

                       BLANKENBAKER BUSINESS CENTER II

                                    LEASE

                                BY AND BETWEEN

                                  NTS/BBCI,

                       A KENTUCKY LIMITED PARTNERSHIP,

                                     DBA

                  BLANKENBAKER BUSINESS CENTER II ("LESSOR")

                                     AND

                    VIDEOLAN TECHNOLOGIES, INC. ("LESSEE")

                             DATED _____________



<PAGE>


Blankenbaker Business Center II
EXHIBIT "D"
Lease Rules and Regulations
Page 7

                       BLANKENBAKER BUSINESS CENTER II

                              TABLE OF CONTENTS

                                                                 Page No.
                                                                 --------
1.  FUNDAMENTAL EXHIBITS TO LEASE..............................       1

2.  DEMISED PREMISES...........................................       1

3.  TERM.......................................................       1

4.  RENT.......................................................       2

5.  RENT ADJUSTMENT............................................       2

6.  ANNUAL OPERATING COSTS.....................................       3

7.  ADDITIONAL RENT............................................       5

8.  TAXES AND LEASEHOLD IMPROVEMENTS...........................       5

9.  USE........................................................       5

10. REPAIRS BY LESSEE..........................................       6

11. REPAIRS BY LESSOR..........................................       6

12. ALTERATIONS................................................       7

13. SIGNS......................................................       7

14. ROOF RIGHTS................................................       7

15. LAWS AND ORDINANCES........................................       7

16. FURNITURE; FIXTURES; ELECTRICAL EQUIPMENT..................       8

17. DAMAGE.....................................................       8

18. OTHER INSURANCE............................................       9

19. INSPECTION.................................................      10

20. LIENS......................................................      10


21. ASSIGNMENT AND SUBLETTING..................................      10

22. BROKERAGE..................................................      12

23. CONDEMNATION...............................................      12

24. EVENTS OF DEFAULT..........................................      12

25. CUMULATIVE REMEDIES........................................      13


<PAGE>

Blankenbaker Business Center II
EXHIBIT "D"
Lease Rules and Regulations
Page 8

26. UTILITIES..................................................      14

27. LIABILITY..................................................      15

28. PROPERTY AT LESSEE'S RISK..................................      15

29. RULES AND REGULATIONS......................................      16

30. PARKING....................................................      16

31. MODIFICATIONS DUE TO FINANCING.............................      16

32. ATTORNEYS' FEES............................................      16

33. APPLICABLE LAW.............................................      16

34. NO RESERVATIONS............................................      16

35. SEVERABILITY...............................................      17

36. RENT TAX...................................................      17

37. ACTS OF GOD................................................      17

38. REMEDIES CUMULATIVE; NO WAIVER.............................      17

39. MODIFICATIONS..............................................      17

40. WAIVER OF JURY TRIAL.......................................      18

41. HOLDOVER TENANCY...........................................      18

42. QUIET ENJOYMENT............................................      18

43. SECURITY DEPOSIT...........................................      18


44. NOTICES....................................................      19

45. SUMS EXPENDED BY LESSOR TO BE ADDITIONAL RENT..............      19

46. MORTGAGES..................................................      19

47. MISCELLANEOUS..............................................      19