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                                  EXHIBIT 10.4


     THIS AGREEMENT OF LEASE is made as of the 21st day of August, 1996, between
MARION B. MERTEN and HAROLD A. MERTEN, JR., hereinafter jointly called "Lessor,"
and CM ACQUISITION CORP., an Ohio corporation, hereinafter called "Lessee."

     1.   DEMISE OF PREMISES.  Lessor hereby demises and leases to Lessee and
Lessee hereby accepts and leases from Lessor, for the term and upon the terms
and conditions hereinafter set forth, the real property described in Exhibit A
attached hereto and incorporated herein by reference (hereinafter called
"Premises" or "Demised Premises"), together with all improvements now existing
thereon.

     2.   TERM AND RENEWAL.  The term of this lease shall be sixty (60) months
commencing on September 1, 1996, and ending at 11:59 p.m. on August 31, 2001,
both dates inclusive, unless sooner terminated as hereinafter provided or unless
renewed as hereinafter provided.  Provided that Lessee shall have complied with
all the terms and conditions of this lease, Lessee shall have the option to
renew this lease for two (2) successive additional periods of sixty (60) months
each after the expiration of the original term or the first renewal term, as
applicable, on the same terms and conditions, except for increased rent as
provided in Section 3, as herein provided for the initial term.  Such options to
renew shall be exercised by Lessee giving written notice to Lessor of its
exercise of an option at least six (6) months before the end of the original or
renewal term.

     3.   RENT.  Lessee shall pay to Lessor, as rental for the occupation and
use of the Premises for and during the original term hereof, a total rental of
$486,000.00 payable monthly in advance in equal installments of $8,100.00 each,
the first of such installments being payable on the 1st day of September, 1996,
and the remaining installments being due and payable on the 1st day of each
calendar month thereafter during the original term hereof.  Lessee shall pay to
Lessor, as rental for the occupation and use of the Premises for and during the
first renewal term, if this lease is renewed, a total rental of $510,300.00
payable monthly in advance in equal installments of $8,505.00 each, and for and
during the second renewal term, if this lease is renewed for such term, a total
rental of $535,815.00 payable


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monthly in advance in equal installments of $8,930.25 each.  All rental shall be
payable to Lessor at 7895 Shawnee Run Road, Cincinnati, Ohio 45243, or at such
other place as Lessor may direct in writing.

     4.   NET RENT.  It is the intention of the Lessor and the Lessee that the
rent herein specified shall be net to the Lessor in each month during the term
of this lease; that all costs, expenses, and obligations of every kind relating
to the Demised Premises, except as may be specifically otherwise provided in
this Lease, which may arise or become due during the term of this lease shall be
paid by the Lessee; and that the Lessor shall be indemnified by the Lessee
against such costs, expenses and obligations.  Without limiting the generality
of the foregoing provision, the parties agree that:

          a.  Lessee shall promptly pay all taxes and assessments against or
allocated to the Premises as and when they become due for tax periods after the
signing of this Lease.  Lessee will pay all taxes and assessments levied against
the equipment, buildings, or other property which is now located on or which
Lessee may erect, install or have located on the Premises.  Taxes for the
current year shall be prorated between Lessor and Lessee as of the date of
commencement of this Lease.

          b.  In the event the Premises are assessed as a separate tax parcel
and Lessee fails to pay the entire real estate tax bill when due, Lessor may,
but shall not be obligated to, pay the tax bill and the amount so paid together
with interest at the rate of eighteen (18%) percent per annum from the date of
payment shall be deemed additional rent due hereunder and shall be paid by
Lessee not later than the date the next installment of rent shall become due
hereunder.

          c.  Lessee, at its own cost and expense, covenants and agrees to keep
the Premises, including any improvements and betterments now existing or which
may be made to the Premises, fully insured during the term of this lease against
loss or damage by fire and other casualty; such insurance to be written by an
insurance company or companies authorized to do business in the State of Ohio
for the full insurable replacement value of the Premises, including
improvements.  Lessee covenants and agrees that Lessor and Lessee shall be named
as insured parties on such policies as their interests may appear, and that
Lessee shall procure endorsements on the policies required to be maintained by
it under the provisions of this paragraph wherein and whereby the insurance
company will agree that the Lessor will be


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given thirty (30) days' advance written notice of any cancellation or reduction
of insurance under any such policy and that copies of all endorsements issued
after the date of such policy will be forwarded to Lessor.

     In the event that Lessee fails to pay for such fire and other casualty
insurance when the premiums are due, Lessor may, but shall not be obligated to,
pay the premium necessary to prevent the lapse of existing policies or obtain
and pay the premium for replacement policies, and the amount so paid together
with interest at the rate of eighteen percent (18%) per annum from the date of
payment shall be deemed additional rent due hereunder and shall be paid by
Lessee not later than the date the next installment of rent shall become due
hereunder.

     5.   LIEN FOR RENT.  Lessee covenants and agrees that Lessor shall have and
is hereby given a lien upon the leasehold estate herein created and upon all of
the property of Lessee of every kind and character which shall come upon the
Demised Premises at any time during the term of this lease or any extension
hereof to secure the payment of all of the rent and other sums whatsoever which
are or shall become due Lessor under the terms of this lease and such lien shall
be paramount to any other liens placed or suffered thereon by Lessee.  For the
purpose of enforcing such lien, Lessor shall have and is hereby given the right
to distrain for all of such rent and other sums in the manner and form as
provided by the laws of the State of Ohio.  The lien and right given Lessor in
this paragraph shall be cumulative and in addition to all other rights and
remedies which it now has or may hereafter have under this lease and the laws of
the State of Ohio.

     6.   CONSTRUCTION AND ALTERATIONS BY LESSEE.  Lessee may after having first
obtained the written consent of Lessor, which consent shall not be unreasonably
withheld or delayed and at Lessee's full cost and expense alter or construct
improvements upon the Demised Premises, or make alterations or site improvements
such as utility extensions, final grading, paving, curbs, sidewalks,
landscaping, etc., to the Demised Premises, such as may be necessary or
incidental to the purposes and uses for which the Premises are leased.  All such
improvements shall become a part of the Demised Premises and shall be the sole
property of Lessor upon the termination of this Lease.  Such alterations shall
not impair the roof, exterior brick and block walls, supporting walls or
foundations.


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          a.  MECHANIC'S AND MATERIAL LIENS.  The Lessor shall not be liable for
any labor or materials furnished to the Lessee and the mechanic's or other lien
for such labor and materials shall not attach to or affect the Lessor's interest
in the Demised Premises.  The Lessee hereby agrees to pay any mechanic's or
other lien, or to discharge any such lien by bond or deposit or provide an
escrow deposit sufficient for that purpose upon request of the Lessor, and
failing to do so, the Lessor may, without having an obligation to do so, upon
giving fifteen (15) days written notice to the Lessee, pay or discharge the same
and the amount so paid or deposited together with interest at the rate of
eighteen (18%) percent per annum shall be deemed additional rent due hereunder
and payable when the next installment of rent shall become due.

          b.  The Lessee shall be responsible for obtaining all required
licenses, approvals or permits for any of the construction, alteration or
installation allowed by this lease.  Lessee shall be solely responsible for all
work in connection with the alterations and construction and shall be solely
responsible for assuring that all work is completed in a good and workmanlike
manner and in conformity with all federal, state and local laws and regulations,
including, without limitation, the Americans With Disabilities Act, and shall
indemnify and hold Lessor harmless from any loss, cost or expense, including
attorney fees, in, arising out of, or relating to, Lessee's failure to comply
with the provisions of this paragraph 6.

          c.  Upon full compliance with all terms hereof, and at the termination
hereof, Lessee shall have the right and obligation to remove any and all of its
furniture, furnishings, or equipment then located on the Premises and to dispose
of the same. Lessee agrees that such removal of personal property shall occur
prior to the termination or cancellation of this lease or any extension thereof.

     7.   PERMISSIBLE USE.  The Lessee shall during the continuance of this
lease, conduct upon said Demised Premises a printing and/or office supply and
furniture business and shall neither use nor suffer the same to be used for any
other purpose without the prior written consent of the Lessor, which consent
shall not be unreasonably withheld.  Lessee shall conduct and manage the Demised
Premises in proper and orderly manner and will not allow the Demised Premises or
any part thereof to be used for any illegal or immoral purpose and will not
carry on or permit upon said Demised Premises any


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offensive, noisy, or dangerous trade, business, manufacture or occupation of a
nuisance.  Lessee shall not alter the drainage of the Premises.

     Lessor hereby represents and warrants to the best of their knowledge that
(i) no "Hazardous Substances," as defined hereinafter, have been discharged,
dispersed, released, stored, treated, generated, disposed of or allowed to
escape on the Premises prior to the date of this Lease; (ii) the operations of
the business of The Merten Company (the "Company) on the Demised Premises and
the buildings in which it is conducted conform with all applicable restrictive
covenants, deeds and restrictions and all applicable Federal, state and local
laws, ordinances and regulations (including those relating to zoning and
environmental protection), and such buildings and operations do not encroach
upon, and are not encroached upon by, property of others; and all buildings or
operations of Company and the business that are subject to the Occupational
Safety and Health Act of 1970, as amended, comply with employee working
conditions as prescribed by such Act; (iii) the Demised Premises have no
underground storage tanks, either empty or containing any liquid, including but
without limitation solvents, fuel or waste oil, on any premises used in its
business; (iv) Company has obtained all permits, licenses and other
authorizations and filed all notices which are required to be obtained or filed
by Company for the operation of its business on the Demised Premises under
Federal, state and local laws relating to pollution, protection of the
environment or waste disposal ("Environmental Laws"); (v) the Company is in
compliance in all respects (a) with all terms and conditions of all required
permits, licenses and authorizations; and (b) all other applicable limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in the Environmental Laws or contained in any
law, regulation, code, plan, order, decree, judgment, notice or demand letter
issued, entered, promulgated or approved thereunder; (vi) there are no past or
present events, conditions, circumstances, activities, practices, incidents,
actions or plans which may interfere with or prevent continued compliance in all
respects, or which may give rise to any common law or statutory liability, or
otherwise form the basis of any claim, action, suit, proceeding, hearing or
investigation, based on or related to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling, or the emission,
discharge, release or threatened release into the environment, of any pollutant,
contaminant,


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waste or hazardous or toxic material with respect to the Demised Premises, the
Company or its businesses, properties or plants; and (vii) the properties and
plants of Company do not contain asbestos or PCBs in any form.

     The Lessor shall, at their expense, take all necessary remedial action(s)
in response to the presence of any "Hazardous Substances" (as defined
hereinafter) in, on, under or about the Premises which occurred prior to the
date of this lease.  The Lessor shall be solely responsible for, and shall
indemnify and hold harmless the Lessee, its directors, officers, employees,
agents, successors and assigns from and against any loss, cost, expense or
liability of any kind directly or indirectly arising out of or attributable to
the use, generation, storage, release, threatened release, discharge, disposal,
or presence of Hazardous Substances in, on, under or about the Premises which
occurred prior to the date of this lease, including, without limitation: (i) all
foreseeable consequential damages; (ii) the costs of any required or necessary
repair, cleanup or detoxification of the Premises, and the preparation and
implementation of any closure, remedial or other required plans; and (iii) all
reasonable costs and expenses incurred by the Lessee in connection with any of
the matters addressed in this paragraph, including but not limited to reasonable
attorney's fees and experts' fees.

     Lessee hereby represents and warrants that, except for materials
customarily used in Lessee's normal course of business which shall be used and
disposed of in compliance with all applicable Environmental Laws and
regulations, no "Hazardous Substances", as defined hereinafter, will be
discharged, dispersed, released, stored, treated, generated, disposed of, or
allowed to escape on the Premises during the term of this lease or any renewal
hereof.  For purposes of this lease, "Hazardous Substances" shall mean and
include those elements or compounds which are contained in the list of hazardous
substances adopted by the United States Environmental Protection Agency ("EPA")
and the list of toxic pollutants designated by Congress or the EPA or defined by
or in or pursuant to The Comprehensive Environmental Remediation, Compensation
and Liability Act ("CERCLA"), The Resource Conservation and Recovery Act
("RCRA"), 42 U.S.C. Section 6901 ET SEQ., 42 U.S.C. Section 9601 ET SEQ., or any
other Federal, state or local statute, law, ordinance, code, rule, regulation,
order or decree regulating, relating to, or imposing liability or standards of
conduct concerning any hazardous, toxic or


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dangerous waste, substance or material, as now or at any time hereafter in
effect.  The Lessee shall, at its expense, take all necessary remedial action(s)
in response to the presence of any Hazardous Substances in, on, under or about
the Premises attributable to its occupancy hereunder.  The Lessee shall be
solely responsible for, and shall indemnify and hold harmless the Lessor, its
directors, officers, employees, agents, successors and assigns from and against
any loss, cost, expense or liability of any kind directly or indirectly arising
out of or attributable to the use, generation, storage, release, threatened
release, discharge, disposal, or presence of Hazardous Substances in, on, under
or about the Premises during the term of this lease or any renewal hereof,
including, without limitation, all reasonable costs and expenses incurred by the
Lessor in connection with any of the matters addressed in this paragraph,
including but not limited to reasonable attorney's fees and experts' fees.

     8.   CONDITION/MAINTENANCE OF PREMISES.  Lessor warrants and represents to
the best of their knowledge that at the commencement of this lease the Premises
shall be in compliance with all material laws, rules and regulations affecting
the Premises or its use and that there is no adverse fact known to Lessor
relating to the physical, mechanical or structural condition of the Premises or
any portion thereof which has not been specifically disclosed to Lessee and not
incurred by other than ordinary wear and tear.  The Lessor shall at its own
expense maintain and make all necessary repairs and replacements to the
fundamental structure of the Demised Premises, meaning the roof, exterior brick
and block walls, supporting walls, and foundations, unless the need for same
shall be caused by the negligence of Lessee, its employees, agents or invitees.
Such repairs and replacements, interior and exterior, ordinary as well as
extraordinary, shall be made promptly as and when necessary.  All other repairs
to or maintenance of the Demised Premises shall be made by Lessee at its sole
cost and expense, and shall be made promptly as and when necessary.  All repairs
and replacements shall be in quality and class at least equal to the original
work.  Upon written notice by one party to the other that such maintenance,
repairs or replacements which are the responsibility of the other party are
necessary, and the failure of said other party to effect such maintenance,
repairs or replacements or commence work thereon (which work will be duly
prosecuted) within fifteen (15) days after such written notice is given, the
party giving notice shall have the right to make such repairs or replacements as
are specified in the notice at the expense of


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the other party and obtain reimbursement from said other party for the cost
thereof, including but not limited to the right of the Lessor to collect such
costs as additional rent and the right of the Lessee to set off such costs
against rentals.

     9.   COMPLIANCE WITH LAWS.  The Lessee at its sole expense shall comply
with all material laws, orders, and regulations of federal, state, county, and
municipal authorities, and with any direction of any public officer, pursuant to
law, which shall impose a duty upon the Lessor or the Lessee with respect to the
Demised Premises.  The Lessee, at its sole expense, shall obtain all licenses or
permits which may be required for the conduct of its business within the
provisions of this Lease, or for the making of any permitted repairs,
alterations, improvements or additions, and the Lessor, where necessary, will
join with the Lessee in applying for all such permits or licenses.

     10.  UTILITIES.  Lessor warrants that there is electricity, gas, telephone,
water and sewer available at the Premises in quantities sufficient for the
present use of the Premises.  Lessor shall not be required to furnish any
utility or similar service to the Premises, including but not limited to, steam,
gas, water, heat or electricity.  Except when due to the negligence of Lessor,
Lessor shall not be liable for any failure of any utility service or for injury
to person (including death) or damage to property resulting from steam, gas,
water, heat, electricity, rain or snow which may flow or leak from any part of
the leased property or from any pipes, appliances or plumbing works, from the
street or subsurface or from any other place, or for interference with light or
other easements however caused.  Lessee shall pay all charges for utility
service, including but not limited to, steam, gas, water, heat, electricity and
other services used in or about or supplied to the Premises and shall indemnify
Lessor against any liability on such account.

     11.  INDEMNITY.  Lessee during the term of this lease will indemnify Lessor
against and hold Lessor harmless from all claims, demands and/or causes of
action including all costs, expenses and attorneys fees of Lessor incident
thereto for (1) injury to or death of any person or loss of or damage to any
property, including the Premises, (2) failure by Lessee to perform any covenant
required to be performed by Lessee hereunder, (3) failure to comply with any
requirements of any governmental authority, (4) any mechanic's lien or security
agreement filed against the Premises, any equipment


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therein or any materials used in the construction or alteration of any building
or improvement thereon, where such claims, demands, and/or causes of action
arise from or are incidental to the use of the Premises by Lessee, its officers,
agents, servants, employees and/or invitees.

     12.  INSURANCE.  Lessee agrees that it will, at its cost and expense,
obtain and keep in force and effect in the names of both Lessor and Lessee, as
their respective interests may appear, general liability insurance against any
and all claims for personal injury or property damage occurring in, upon or
about the Premises during the term of this lease.  Such insurance shall be
maintained for the purpose of protecting Lessor and Lessee pursuant to the
indemnity contained in the foregoing Section 11, but shall not be in
satisfaction of the indemnity obligations stated herein, and shall have limits
of liability of not less than Three Million Dollars ($3,000,000) for injuries to
any number of persons in any one accident or occurrence or for damage to
property in any one accident or occurrence.  Lessee agrees that it will, at its
cost and expense, obtain and keep in force and effect in the names of Lessor and
Lessee, as their respective interests may appear, a standard fire and extended
coverage insurance policy or policies protecting the Premises from loss or
damage within the coverage of such insurance policy or policies for its full
insurable replacement value.  Lessee will furnish to Lessor appropriate and
acceptable evidence of its compliance with the provisions of this paragraph,
such as certificates of insurance or copies of the policies.  Such certificates
or policies shall provide that such insurance will not be cancelled or
materially amended unless thirty (30) days prior written notice of such
cancellation or amendment is given to Lessor.  The minimum limits of the
policies of insurance required to be carried by Lessee under this Lease, shall
be subject to increase for the remaining term, if Lessor, in the exercise of its
reasonable judgment shall deem the same necessary for its adequate protection.
Within sixty (60) days after demand therefor by Lessor, Lessee, shall furnish
Lessor with evidence that it has complied with such demand for increased
insurance.

     13.  EMINENT DOMAIN.  If all the Premises or a substantial portion thereof
is taken by condemnation or under the power of eminent domain, or sold under the
threat of the exercise of said power (all of which are herein called
"condemnation"), then either party may at its option terminate this


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lease as of the date the condemning authority takes title or possession,
whichever occurs first, after giving thirty (30) days written notice to the
other party of the exercising of such option.

     If any other taking (of the Premises or otherwise) adversely and
substantially affects Lessee's use, access, or rights of ingress or egress of or
to the Premises, then Lessee may elect to terminate this lease as of the date
the condemning authority takes possession.  Lessee's election to terminate shall
be made in writing within thirty (30) days after Lessor has given Lessee written
notice of the taking (or in the absence of such notice, within fifteen (15) days
after the condemning authority has taken possession).  If Lessee does not
terminate this lease in accordance with this section, this lease shall remain in
full force and effect as to the portion of the Premises remaining, except that
rent shall be reduced in the proportion that the area taken diminishes the value
and use of the Premises to Lessee.  In addition, Lessor, at its expense, if the
lease is not terminated, shall promptly repair any damage to the Premises caused
by condemnation and restore the remainder of the Premises to the reasonable
satisfaction of Lessee.

     Any award or payment made upon condemnation of all or any part of the
Premises shall be the property of Lessor, whether such award or payment is made
as compensation for the taking of the fee or as severance damages; provided
Lessee shall be entitled to seek an award or payment for loss of or damage to
Lessee's trade fixtures, removable personal property, and additions, alterations
and improvements made to the Premises by Lessee, and for its loss of business or
any other consequential or special damages, such as Lessee's relocation and
moving expenses, provided that such award does not impair Lessor's ability to
recover its claim or the amount thereof.

     Lessor shall give notice to Lessee within ten (10) days after receipt of
notification from any condemning authority of its intention to take all or a
portion of the Premises.

     Notwithstanding anything, expressed or implied, to the contrary contained
in this Lease, Lessee, at its own expense, may in good faith contest any such
award for loss of or damage to Lessee's trade fixtures, removable personal
property, and additions, alterations and improvements made to the Premises by
Lessee, and for its loss of business or any other consequential or special
damages, such as Lessee's relocation and moving expenses.


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     14.  FIRE OR OTHER CASUALTY LOSSES.  In the event the Premises are damaged
or destroyed or rendered partially untenantable for their then use by fire or
other casualty without the fault of Lessee, Lessor shall repair and/or rebuild
the same as promptly as possible, provided that the proceeds from Lessee's
insurance policies are available to Lessor and sufficient in amount to fully pay
all costs of repair or rebuilding.  Lessor's obligation hereunder is merely to
restore the Premises to substantially the same condition as existed immediately
prior to the happening of the casualty and shall not extend to the repair or
replacement of any improvements, additions, fixtures, installations or exterior
signs of the Lessee.  If as a result of such partial destruction or damage there
is substantial interference with the operation of Lessee's business in the
Premises, the rent payable under this lease shall be abated in the proportion
that the portion of the Premises destroyed or rendered untenantable bears to the
total Premises.  Such abatement shall continue for the period commencing with
such damage or destruction and ending with the completion by the Lessor of the
work of repair and/or reconstruction, if Lessor is obligated to complete such
work.  If the damage or casualty was caused by the negligence or fault of the
Lessee, its employees, agents or invitees, there shall be no abatement of rent.

     Notwithstanding the foregoing, in the event that fifty percent (50%) or
more of the Premises or fifty percent (50%) or more of the buildings situate on
the Premises are destroyed or rendered untenantable by fire or other casualty,
either party shall have the option to terminate this lease effective as of the
date of such casualty and Lessor may in such event retain the casualty insurance
proceeds.  The terminating party shall give the other party notice of
termination within forty-five (45) days after the happening of such casualty.
If neither party elects to terminate this lease, Lessor shall repair and/or
rebuild the Premises as promptly as possible as set forth above, subject to any
delay from causes beyond its reasonable control and the terms of this lease
shall continue in full force and effect, subject to equitable abatement of rent
as set forth above and subject to the insurance proceeds covering the cost of
such repair and/or rebuilding.

     15.  ASSIGNMENT OR SUBLETTING.   Lessee shall not assign, transfer,
mortgage, or pledge this lease and will not sublet the Premises or any part
thereof without first obtaining the Lessor's written approval, which shall not
be unreasonably withheld or delayed.  Lessor reserves the right to sell its


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interest in the Premises and to assign or transfer this lease upon the condition
that in such event this lease shall remain in full force and effect, subject to
the performance by Lessee of all the terms, covenants and condition on its part
to be performed, and upon the further condition that such assignee or transferee
(except an assignee or transferee merely for security) agrees to be bound to
perform all terms, covenants and conditions of this lease.  Upon any such sale,
assignment or transfer, other than merely as security, Lessee agrees to look
solely to the assignee or transferee with respect to all matters in connection
with this lease and Lessor shall be released from any further obligations
hereunder.

     16.  EVENTS OF DEFAULT BY LESSEE.  In the event that the rent, or any part
thereof, of any additional rental or other payment shall not be paid on any day
when such payment is due and such default shall continue for a period of ten
(10) days after written notice by Lessor to Lessee; or if Lessee should fail in
the performance of, breach or permit the violation of any of the covenants,
conditions, terms, or provisions contained in this lease which on the part of
the Lessee ought to be observed, performed or fulfilled and shall fail to cure
or make good such failure, breach or violation within thirty (30) days after
written notice and demand from Lessor; or if the Demised Premises or any part
thereof shall be abandoned; or if Lessee shall be dispossessed therefrom by or
under the authority of anyone other than Lessor; or if Lessee shall file any
petition or institute any proceeding under an insolvency or bankruptcy act (or
any amendment or addition thereto hereafter made) seeking to effect an
arrangement or its reorganization or composition with its creditors; or if in
any proceedings based on the insolvency of Lessee or relating to bankruptcy
proceedings, a receiver or trustee shall be appointed for Lessee or the Demised
Premises and be not discharged within ninety (90) days; or if the Lessee's
estate created hereby shall be taken in execution or by any process of law; or
if Lessee shall admit in writing its inability to pay its obligations generally
as they become due, then, at the option of Lessor, this lease and everything
herein contained on the part of the Lessor to be kept and performed shall cease,
terminate and be at an end, and Lessor shall be entitled to have again and
repossess the Premises as its former estate and Lessee shall be put out. This
remedy of forfeiture shall be deemed cumulative and in addition to all other
remedies provided by law.  In the event Lessor exercises its option to terminate
this lease, repossess the Premises and put Lessee out as herein provided, this
shall not relieve Lessee from its obligations to pay


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rent provided to be paid herein for the remainder of the term of this lease and
Lessee shall remain liable to Lessor for any costs or expenses incurred by
Lessor in reletting the Premises and for the difference between the rent
received upon such reletting and the rent herein specified to be paid by Lessee
for the term hereof.

     17.  SURRENDER OF PREMISES.  Upon expiration of the term of this Lease or
any renewal term, or the sooner termination of this Lease or repossession of the
Premises as herein provided, the Lessee shall peaceably surrender possession of
the Premises in as good order and condition as they now are, reasonable wear and
tear excepted, and shall deliver all keys to the Premises to Lessor.

     18.  RIGHT OF ACCESS OF THE LESSOR.  The Lessee further covenants and
agrees that the Lessor may have access to the Demised Premises at all reasonable
times and upon reasonable notice for the purpose of the examining or exhibiting
the same for sale.

     19.  NOTICES.  All notices permitted or required to be given hereunder
shall be effectual if in writing signed by the party given notice and sent by
certified or registered U.S. mail, postage prepaid, to the other parties at the
following addresses:

          Lessor:Mr. and Mrs. Harold A. Merten, Jr.
                    7895 Shawnee Run Road
                    Indian Hill, Ohio  45243

          Copy to:  Thomas H. Clark, Esq.
                    441 Vine Street, Suite 1136
                    Cincinnati, Ohio  45202

          Lessee:CM Acquisition Corp.
                    c/o Champion Industries, Inc.
                    P. O. Box 2968
                    Huntington, West Virginia  25728

          Copy To:  Thomas J. Murray, Esq.
                    611 Third Avenue
                    P. O. Box 2185
                    Huntington, West Virginia  25722

     20.  BROKER.  Lessee and Lessor covenant, warrant and represent that there
was no broker instrumental in consummating this lease and that no conversations
or prior negotiations were held with any broker concerning the renting of the
Demised Premises.  Lessee and Lessor each agree to hold the


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<PAGE>

other harmless against any claim for brokerage commission arising out of any
conversations or negotiations had by Lessee or Lessor with any broker.

     21.  TITLE AND WARRANTY/SUBORDINATION.  Lessor covenants and agrees with
Lessee that Lessor is the lawful owner of the Premises and that they are free
and clear of all other liens, claims and encumbrances whatsoever, except the
permitted encumbrances described below, zoning requirements, covenants,
conditions, easements and restrictions of record and non-delinquent taxes and
assessments, and Lessor will defend the same against all other claims
whatsoever.  Lessor further covenants and agrees that Lessee by paying the rents
and observing and keeping the covenants of this lease on its part to be kept,
shall peaceably and quietly hold, occupy and enjoy the Premises during the term
herein created, or any extension.

     Upon request by the Lessor, Lessee shall subordinate its rights hereunder
to the lien of any mortgage or deed of trust, or the lien resulting from any
other method of financing or refinancing, now or hereafter in force against the
Premises, and to all advances made or hereafter to be made upon the security
thereof and will attorn to the mortgagee or beneficiary or their assigns in the
event of foreclosure; provided, however, that a condition precedent to Lessee's
attornment and requirement to subordinate hereunder shall be that Lessee, upon
any default in the terms of such financing by Lessor, shall have the right to
pay the rental due hereunder directly to the mortgagee, trustee or beneficiary
of such deed of trust or other persons to whom Lessor may be obligated under
such financing and, so long as Lessee does so pay the rentals as herein provided
and perform all of its obligations pursuant to this lease, this lease and all
Lessee's rights and options hereunder shall remain in full force and effect as
to such mortgagee, trustee or beneficiary or other financing obligee of Lessor.
Lessee shall, upon request of any party-in-interest, execute within ten (10)
days of Lessee's receipt, such instruments or certificates to carry out the
intent of this paragraph.  Provided, however, that nothing contained in such
instruments or certificates required by Lessor or other party-in-interest shall
be in derogation of any rights granted to Lessee hereunder, nor expand Lessee's
obligations hereunder.

     22.  ZONING; PERMITS.  Anything elsewhere in this Lease to the contrary
notwithstanding, this Lease and all terms, covenants and conditions hereof are
in all respects subject and subordinate to all


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<PAGE>

zoning restrictions affecting the Premises, and the Lessee shall be bound by
such restrictions.  The Lessor does not warrant that any licenses or permits
which may be required for Lessee's business to be conducted on the Premises will
be granted, or if granted will be continued in effect or renewed.  Any failure
to obtain licenses or permits or any revocation thereof or failure to renew
shall not release Lessee from continuing performance of this Lease.

     23.  DEFAULT BY LESSOR.  In the event the Lessor shall fail for a period of
thirty (30) days after written notice to comply with, keep and perform any of
the agreements herein contained on its part to be complied with, kept or
performed, then at the option of the Lessee this lease may be immediately
terminated, but without prejudice to any right of action or remedy which might
otherwise be used by Lessee to enforce its lawful rights in relation to any
antecedent breach or covenant or agreement herein contained.  Waiver of any
default shall not be construed as a waiver of any subsequent default or
condition of the lease to which such default related.

     24.  MISCELLANEOUS.

          a.  Wherever the words "Lessor" and "Lessee" appear in this lease,
they shall include the parties and their respective sublessee heirs, devisees,
executors, administrators, successors and assigns, and the provisions of this
agreement are binding upon them.  Those words as may be used herein, shall be
construed to include the plural as well as the singular; and the necessary
grammatical changes required to make the provisions apply to either
corporations, partnerships, other entities, or individuals, masculine or
feminine, shall in all cases be assumed as though fully expressed.  The neuter
gender has been used herein for convenience only.

          b.  This lease expresses the entire agreement between the parties
hereto.  No amendments, modification, or waiver of any provision hereof shall be
valid unless in writing and signed by all of the parties hereto.

          c.  This agreement shall be construed in accordance with the laws of
the State of Ohio.


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<PAGE>

          d.  If any provisions or paragraphs or part thereof of this agreement
are held invalid or unenforceable, such invalidity or unenforceability shall not
effect the validity or enforceability of the other portions hereof, all of which
provisions are hereby declared severable.

          e.  This lease shall not be recorded.  However, the parties hereto
mutually agree, upon the written request of either one to the other, to execute
a memorandum of this lease in recordable form as per Exhibit "B" for filing and
recording in the Office of the Recorder of Hamilton County, Ohio.

     IN WITNESS WHEREOF, the parties do hereunto set their hands to multiple
copies hereof, each of which shall constitute an original, by their respective
officers thereunto duly authorized all as of the day and year hereinabove set
forth.

Witness as to Lessor:    LESSOR:


/s/                      /s/ Marion B. Merten
--------------------     --------------------
                                             MARION B. MERTEN
/s/
---


                                             /s/ Harold A. Merten, Jr.
                                             -------------------------
                                             HAROLD A. MERTEN, JR.

Dated: August 21st, 1996

Witness as to Lessee:    LESSEE:

/s/                      CM ACQUISITION CORP.,
--------------------                    an Ohio corporation

/s/
---

Dated: August 21st, 1996        By:  /s/ Joseph C. Worth, III
              Its President          ------------------------


                                       100

<PAGE>

STATE OF OHIO       )
                    )    SS:
COUNTY OF HAMILTON  )

     The foregoing instrument was acknowledged before me, a Notary Public in and
for the State of Ohio, this ____ day of August, 1996, by Harold A. Merten, Jr.
and Marion B. Merten.



                                        -----------------------------------
                                        Notary Public, State of Ohio




STATE OF OHIO       )
                    )    SS:
COUNTY OF HAMILTON  )

     BE IT REMEMBERED that on this _____ day of August, 1996, before me, the
Subscriber, Notary Public in and for said county and state, personally appeared
_______________ and _______________, Secretary, of _______________, the
corporation whose name is subscribed to and which executed the foregoing
instrument, and for themselves and as such officers and for and on behalf of
said instrument by authority of the Board of Directors, and on behalf of said
corporation; and that the signing and execution of said instrument is their free
and voluntary act and deed, their free act and deed as such officers, and the
free and voluntary act and deed of said corporation, for the uses and purposes
in said instrument mentioned.

     IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
Notarial Seal on the day and year last aforesaid.



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



This Instrument Was Prepared By:


Thomas J. Murray
Huddleston, Bolen, Beatty, Porter & Copen
Post Office Box 2185
Huntington, West Virginia 25722


                                       101

<PAGE>

                               AGREEMENT OF LEASE
                                 MERTEN COMPANY
                                   EXHIBIT "A"


Situate in the City of Cincinnati, County of Hamilton, State of Ohio, and being
particularly described as follows:

Beginning at the Northeast corner of Fifteenth and Providence Streets, thence in
the North line of Fifteenth Street, North 80DEG. 11' East 25.09 feet to a point,
thence North 10DEG. 06' West, 90.10 feet to a point in the South line of Gore
Alley, thence in said line South 80DEG. 11' West, 24.94 feet to the Southeast
corner of Gore Alley and Providence Street, thence in the East line of
Providence Street South 10DEG. 00' East, 90.10 feet to the place of beginning.


                                       102

<PAGE>

                              MERTEN COMPANY LEASE
                                   Exhibit "B"


     This Memorandum of Lease is made as of the _____ day of August, 1996, by
and between Marion B. Merten and Harold A. Merten, Jr., _______________
("Lessor") and CM Acquisition Corp., an Ohio corporation having its principal
place of business at 1515 Central Parkway, Cincinnati, OH 45214 ("Lessee").

                                   WITNESSETH:

     Lessor has leased to Lessee and Lessee has leased from Lessor that certain
parcel of real property as described on EXHIBIT A attached hereto and made a
part hereof, all upon and subject to such covenants, terms, conditions and
agreements set forth in a certain Lease between Lessor and Lessee dated
_______________, 1996 ("Lease"), which Lease is incorporated herein by
reference.

     The term of the Lease shall be for an original term to begin on September
1, 1996, and shall extend for a period of five (5) years, expiring on August 31,
2001 ("Initial Term"), unless sooner terminated or extended as provided for in
the Lease.  Pursuant to the Lease, Landlord has granted Tenant the right and
option to extend the Initial Term for two additional terms of five (5) years
each to begin upon the expiration of the Initial Term, the first to begin on
September 1, 2001, and the second to begin on September 1, 2006.

     IN WITNESS WHEREOF, this Memorandum of Lease has been executed as of the
day, month and year first above written.

Signed and delivered
in the presence of:


------------------------------     ------------------------------
Witness                                 Lessor


------------------------------     ------------------------------
Witness                                 Lessor

                                        LESSEE:   CM Acquisition Corp. an Ohio
                                                  corporation


                                   By:
------------------------------        ---------------------------
Witness


                                   Its:
------------------------------         --------------------------
                                                President


                                       103

<PAGE>

STATE OF OHIO       )
                    )    SS:
COUNTY OF HAMILTON  )

     The foregoing instrument was acknowledged before me, a Notary Public in and
for the State of Ohio, this ____ day of August, 1996, by Harold A. Merten, Jr.
and Marion B. Merten.



                                        -----------------------------------
                                        Notary Public, State of Ohio




STATE OF OHIO       )
                    )    SS:
COUNTY OF HAMILTON  )

     BE IT REMEMBERED that on this _____ day of August, 1996, before me, the
Subscriber, Notary Public in and for said county and state, personally appeared
_______________ and _______________, Secretary, of CM Acquisition Corp., the
corporation whose name is subscribed to and which executed the foregoing
instrument, and for themselves and as such officers and for and on behalf of
said instrument by authority of the Board of Directors, and on behalf of said
corporation; and that the signing and execution of said instrument is their free
and voluntary act and deed, their free act and deed as such officers, and the
free and voluntary act and deed of said corporation, for the uses and purposes
in said instrument mentioned.

     IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
Notarial Seal on the day and year last aforesaid.



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



This Instrument Was Prepared By:


Thomas J. Murray
Huddleston, Bolen, Beatty, Porter & Copen
Post Office Box 2185
Huntington, West Virginia 25722


                                       104

<PAGE>

                               MEMORANDUM OF LEASE
                                 MERTEN COMPANY
                                   EXHIBIT "A"


Situate in the City of Cincinnati, County of Hamilton, State of Ohio, and being
particularly described as follows:

Beginning at the Northeast corner of Fifteenth and Providence Streets, thence in
the North line of Fifteenth Street, North 80DEG. 11' East 25.09 feet to a point,
thence North 10DEG. 06' West, 90.10 feet to a point in the South line of Gore
Alley, thence in said line South 80DEG. 11' West, 24.94 feet to the Southeast
corner of Gore Alley and Providence Street, thence in the East line of
Providence Street South 10DEG. 00' East, 90.10 feet to the place of beginning.


                                       105