PROPERTY ________________

                                     LEASE

                                    between

                             FRANK L. PETROLA, M.D.
                                  TOWER REALTY

                                  as Landlord

                                      and

                               RIDER POINT, INC.

                            37 North Avenue, Ste 205
                               Norwalk, CT 06851





                                                         LANDLORD_______________

                                                         TENNANT _______________




<PAGE>
                                                               PROPERTY_________


                            BASIC LEASE INFORMATION
                            -----------------------


DATE:            11-23-99
         -----------------------------------------------------------

LANLORD:     Tower Realty. Frank L. Petrola, M.D.

TENNANT:     RIDER POINT INC.
        ------------------------------------------------------------
TRADE NAME:     same
           ---------------------------------------------------------
LEASED PREMISES:     Approximately 2700 square feet
                                   ----
                     Suite or Unit No. IDE
                                       ---
                     Address 500 Market Street
                             ----------------------
                     City     Steubenville
                             ----------------------
                     County   Jefferson
                             ----------------------
                     State of Ohio

LENGTH OF OPTION:  Two year                                   (2 yr.)
                 --------------------------------------------

LEASE COMMENCEMENT DATE:   1-1-2000
                        --------------------------------------------
LEASE EXPIRATION DATE:     1-1-2002
                        --------------------------------------------

RENT:    Two thousand dollars
     ---------------------------------------------------------------
    ( 2000.00 per month)
     --------
               from  01-01 ,  2000 ,  to  01-01  ,   2002 ,
                    -------  ------      --------   ------

---------------------------------------------------------- per month

    (         per month)
     --------
               from        ,       ,  to         ,         ,
                    -------  ------      --------   ------

---------------------------------------------------------- per month

    (         per month)
     --------
               from        ,       ,  to         ,         ,
                    -------  ------      --------   ------

USE: Regional Office
     ---------------------------------------------------------------

LANDLORD'S ADDRESS:   1803 Hamilton Place
                   -------------------------------------------------
                      Steubenville, OH  43952
                   -------------------------------------------------
                   -------------------------------------------------
                   -------------------------------------------------
                   -------------------------------------------------

CC:
                   -------------------------------------------------
                   -------------------------------------------------
                   -------------------------------------------------

RENTAL PAYMENTS TO:
                   -------------------------------------------------
                   -------------------------------------------------
                   -------------------------------------------------

TENANT'S ADDRESS:     37 North Avenue, Ste 205
                   -------------------------------------------------
                      Norwalk, CT  06851
                   -------------------------------------------------
                   -------------------------------------------------

SECURITY DEPOSIT:           Two thousand dollars                     ($2000.00)
                   -------------------------------------------------  --------

INTIALS                                                 LANDLORD
                                                                ------------
                                                        TENANT
                                                                ------------

<PAGE>

                                     INDEX
                                     -----

                          ---------------------------

        Basic Lease Information                2

I       Grant and Term                         4

II      Rent                                   4

III     Use of the Premises                    4

IV      Parking                                5

V       Landlord and Tenant Responsibilities   5

VI      Interruption of Utilities              6

VII     Maintenance and Repairs                6

VIII    Alterations and Additions              7

IX      Insurance                              7

X       Destruction of Leased Premises         8

XI      Waiver of Subrogation                  8

XII     Eminent Domain                         8

XIII    Indemnification                        9

XIV     Default                                9

XV      Signs and Advertising                 11

XVI     Late Payment                          11

XVII    Lien on Personalty                    11

XVIII   Access by Landlord                    12

XIX     Assignment and Subletting             12

XX      Notices                               12

XXI     Landlord's Sale                       12

XXII    Deposit                               13

XXIII   Miscellaneous                         13

        Addendum                              17

<PAGE>

                                   INTIALS            LANDLORD
                                                                ------------
                                                        TENANT
                                                                ------------

<PAGE>
                                    LEASE

This Lease (the  "Lease"),  made the 23 day of  November,  1999,  by and between
Tower  Realty,  Frank L. Petrola,  M.D., A  ("Landlord")  and RIDER POINT,  INC.
("Tenant").

                           ARTICLE I. GRANT AND TERM

     Section 1.1. Leased  Premises.  Landlord in consideration of the Rent to be
paid and the  covenants to be performed by Tenant,  does hereby demise and lease
unto Tenant,  and Tenant  hereby rents and hires from  Landlord,  those  certain
premises as described in the Basic Lease Information ("Leased Premises") located
in the building known as the TOWERS ("Building"),  located at 500 Market Street,
in the City of Steubenville, County of Jefferson, State of Ohio, ("Property").

     Section 1.2.  Term.  The term of the Lease  ("Term")  shall be for Five (5)
year  commencing at twelve o'clock noon on the 1st day of January,  2000 ("Lease
Commencment  Day"),  and  expiring  at  twelve  o'clock  noon  on the 1st day of
January,  2005 unless sooner terminated as hereinafter  provided. If Landlord is
unable to  deliver  possession  of the  Leased  Premises  to Tenant on the Lease
Commencement  Date,  Tenant's  sole right  shall be to defer its payment of Rent
hereunder  until  delivery to Tenant of  possession of the Leased  Premises.  If
Landlord  does not deliver  possession  of the Leased  Premises to Tenant within
ninety (90) days after the Lease  Commencement Date, Tenant may, at its election
exercised by written  notice to Landlord  given between the  ninetieth  (90) and
ninety-fifth  (95) day after the Lease  Commencement  Date, cancel and terminate
this Lease.  If Landlord does not deliver  possession of the Leased  Premises to
Tenant within one hundred eighty (180) days after the Lease  Commencement  Date,
Landlord may, at its election  exercised by written  notice to Tenant within two
hundred ten (210) days after the Lease  Commencement  Date, cancel and terminate
this Lease, Landlord shall have no liability to Tenant, its agents,  employee or
contractors, on account of its failure or inability to deliver possession of the
Leased Premises to Tenant.

     Section 1.3. Acceptance of the Premises.  Landlord shall not be responsible
nor have any  liability  whatsoever  at any time for loss or damage to  Tenant's
fixtures, equipment or other property of Tenant installed or placed by Tenant on
the Leased Premises.  By occupying the Leased  Premises,  Tenant shall be deemed
conclusively to have accepted the same and to have  acknowledged that the Leased
Premises  are in good and  tenantable  condition.  Except  as set  forth in this
lease, no representations  have been made to Tenant by Landlord,  or its agents,
with respect to the Leased Premises or their fitness or suitability for Tenant's
use.

                                ARTICLE II. RENT

     Tenant  hereby  covenants  and agrees to pay Rent to Landlord  for the term
hereof in the amount set forth in the Basic Lease  Information,  without setoff,
deduction,  notice or demand.  All such sums are due and payable in advance,  on
the first day of each and every  calendar  month during said Term, at the office
of the  Landlord as specified  in the Basic Lease  Information  or at such other
address or addresses as Landlord  may from time to time  hereafter  determine by
notice to the tenant.

                        ARTICLE III. USE OF THE PREMISES

     The  premises  shall be used and  occupied  by  Tenant  (and any  permitted
subtenants)  and Tenant shall use the Leased  Premises  solely for office use as
specified  in the Basic Lease  Information.  Tenant  shall not use or occupy the
Leased Premises in an unlawful


                                           INITIALS     LANDLORD   ________
                                                        TENANT     ________


                                       4


<PAGE>

on the interior or exterior of the Building.

The tenant, and its employees,  patrons and invitees shall have the right to use
jointly  with  other  tenants  of the  building  and their  employees,  patrons,
customers and invitees, all sidewalks, hallways, lobbies, elevators,  washrooms,
and other common facilities situated in or about the building.  However, neither
the Tenant nor its  employees,  patrons,  or invitees  shall use any of the said
facilities or common areas in a manner that will obstruct or interfere  with the
use thereof by others,  and Tenant  shall  cooperate  with  Landlord  therein in
seeking to preclude patrons or invitees from using any of the said facilities or
common area in a manner that will obstruct or interfere with the use thereof.


                              ARTICLE IV: PARKING

Two free parking spaces.


                ARTICLE V: LANDLORD AND TENANT RESPONSIBILITIES


                                      -NA-














                                           INITIALS     LANDLORD   ________
                                                        TENANT     ________



                                       5


<PAGE>

                      ARTICLE VI. INTERRUPTION OF UTILITIES

Landlord  reserves the right to stop the services of any or all of the utilities
serving the Premises when, in the Landlord's sole  discretion,  such stoppage is
necessitated by reason of accident, repairs, alterations or improvements,  until
such accident is corrected or such repairs,  alterations  or  improvements  have
been  completed,  and, in such event,  Landlord  shall not be deemed guilty of a
breach of this Lease,  nor shall Tenant be entitled to any abatement of its rent
obligations  under this Lease on account  thereof.  Landlord does not warrant or
guarantee  the present or  continued  availability  of any or all of the utility
services  necessary  or desirable  for the use of the Premises by Tenant.  In no
event shall the  interruption,  diminution or cessation of such  availability be
constructed as an actual or constructive  eviction of Tenant nor shall Tenant be
entitled  either to any  abatement of its rent  obligations  under this Lease on
account  thereof,  or to assert any claim fro relief against Landlord on account
thereof.

                      ARTICLE VII. MAINTENANCE AND REPAIRS

Landlord shall keep the foundation,  the outer walls,  gutters,  down spouts and
roof of the  Building  in good  repair;  provided  that  Landlord  shall  not be
obligated to make any repairs occasioned by the act or negligence of Tenant, its
employees,  agents, servants, customers and other invitees, and provided further
that Landlord shall have no obligation to paint,  recover or refurbish  exterior
walls or the interior surfaces of the walls so damaged by Tenant, its employees,
agents,  servants,  customers and other invitees. Owner shall be responsible for
all utilities, air conditioning,  boiler, heating, hot water tank, and all below
ground plumbing.

Tenant shall keep the Leased Premises in a clean, sanitary and safe condition in
accordance  with all directions,  rules and regulations of any health  officers,
building inspectors or other proper officers of the governmental agencies having
jurisdiction.  Tenant shall comply with all requirements of law,  ordinances and
other rules and regulations that affect the Leased Premises. Tenant shall permit
no injury to the Leased  Premises or the  improvements of which they are a part,
and Tenant  shall,  at its own cost and expense,  replace with glass of the same
quality and damaged or broken glass,  or other  breakable  materials used in any
interior  windows and doors on the Leased  Premises.  At the  expiration  of the
term,  Tenant shall  surrender  the Leased  Premises  broom clean and in as good
order as the same are on the Lease Commencement  Date,  reasonable wear and tear
expected.

                     ARTICLE VIII. ALTERATIONS AND ADDITIONS

Tenant  shall make no  alternation  in, or additions  or  improvements  to, said
Demised Premises without the written consent of Landlord first had and obtained,
which consent will not be unreasonably withheld. Tenant shall indemnify and save
harmless  Landlord from and against all expense,  liens,  claims,  or damages to
either  property  or  person  which  may or might  not  arise by  reason of such
repairs, alternations, improvements or additions. Under no

                                            INITIALS      LANDLORD _____

                                                          TENANT   _____

                                       6

<PAGE>


circumstances  shall  Tenant  commence  any such work  until  Landlord  has been
provided with  certificates  evidencing that all contractors and  subcontractors
performing  any work have in force and effect  adequate  workman's  compensation
insurance  as  required  by the  laws of the  State of  Ohio,  public  liability
insurance  in the same  amounts as Tenant is  required  to carry  hereunder,  as
hereinafter  provided,  and appropriate builder's risk insurance naming Landlord
and Tenant and the holder of any  mortgage  affecting  the Premises as c-insured
thereof.  Such certificates shall provide that they may not be cancelled without
at least ten (10) days prior  written  notice to Landlord  and the holder of any
mortgage affecting the Premises.

                              ARTICLE IX. INSURANCE

Section 9.1. Coverage.  During the Term thereof,  Tenant shall, at its sole cost
and  expense,  maintain  the  following  insurance  with  respect  to the Leased
Premises:  (a)  standard  fire and  extended  coverage  insurance  insuring  all
alterations  and additions made by Tenant to the Leased  Premises and all of its
fixtures,  furniture and equipment for the full replacement  value thereof on an
eighty percent (80%) co-insurance form; and (b) public liability  insurance with
limits of not less than Five Hundred Thousand Dollars  ($500,000.00)  per person
per bodily injury,  Five Hundred Thousand Dollars  ($500,000.00)  per occurrence
bodily  injury,  and One Hundred  Thousand  Dollars  ($100,000.00)  for property
damage per  occurrence,  or a combined single limit of liability of Five Hundred
Thousand Dollars ($500,000.00),  insuring against claims of any and all personal
injury, death or damage occurring in or about the Leased Premises.

Section 9.2.  Forms.  Each  insurance  policy  shall be issued by any  insurance
company of recognized  standing,  authorized to do business in the State of Ohio
and satisfactory to the Landlord.  The policies  required in the above paragraph
shall name  Landlord  and  Tenant as parties  insured  and where  applicable  be
payable to Landlord  and Tenant as their  interests  may appear.  If required by
Landlord,  such policies shall also contain a loss payable  endorsement in favor
of the holder of any mortgage  affecting the Leased Premises.  All such policies
shall  provide  that no  cancellation  or  termination  thereof or any  material
modification thereof shall be effective except on thirty (30) days prior written
notice to Landlord,  and if applicable,  said mortgages.  At Landlord's request,
Tenant will provide to Landlord  current  certificates  of insurance  evidencing
Tenant's compliance with the terms of this article.

Section 9.3. No Hazardous  Materials.  Without Landlord's prior written consent,
Tenant  shall not carry any stock of goods or do anything in or about the Leased
Premises which would in any way tend to increase  insurance  rates or invalidate
any policy on the Leased Premises. If Landlord shall consent to such use, Tenant
agrees to pay as additional rent any increase in premiums for insurance  against
loss by standard fire and extended coverage  resulting from the business carried
on in the Leased Premises by Tenant. If tenant installs any electrical equipment
that overloads the power lines to the Leased  Premises,  Tenant shall at its own
expense make whatever  changes are necessary to comply with the  requirement  of
insurance underwriters and insurance rating bureaus and governmental authorities
having jurisdiction.

                    ARTICLE X. DESTRUCTION OF LEASED PREMISES

In the event the Leased  Premises,  or any part  thereof,  shall be destroyed or
damaged, and such destruction or damage may reasonably be repaired within ninety
(90) days from the happening of such destruction or damage,  Tenant shall not be
entitled to surrender  possession of the Leased  Premises,  or any part thereof,
nor shall Tenant's  liability to pay rent under this Lease cease; but in case of
any such  destruction  or  damage,  Landlord  shall  repair  the  same  with all
reasonable speed and shall complete such repairs within

                                            INITIALS          LANDLORD   _____
                                                              TENANT     _____

                                       7

<PAGE>


ninety (90) days from the happening of such  destruction  or damage,  subject to
delays beyond Landlords  reasonable control. If Tenant shall thereby be deprived
of the occupancy of any part of the Leased Premises,  a proportionate  allowance
shall be made to Tenant from the Rent,  corresponding  to the time during  which
and to the part of the Leased  Premises of which  Tenant shall be so deprived on
account of such  destruction or injury or of the making of such repairs.  In the
event that any destruction or damage cannot reasonably be repaired within ninety
(90) days from the happening of such  destruction or damage,  either Landlord or
Tenant shall have the right to terminate  this Lease by giving written notice to
the other  within  thirty (30) days from the  happening of such  destruction  or
damage.

                        ARTICLE XI. WAIVER OF SUBROGATION

Landlord and Tenant  agree that,  if the  interests on which they have  obtained
insurance in connection with this Lease shall be damaged or destroyed during the
Term of this  Lease by a peril  insurable  under a  standard  fire and  extended
coverage  policy and whether or not such damage or destruction was caused by the
neglect of the other party,  neither party shall have any liability to the other
or to any insurer of the other for, or in respect of, such damage or destruction
to the  extent  covered by such  insurance;  and each party  shall  require  all
policies of material damage  insurance  carried by such party during the Term of
the Lease to be endorsed with a provision in and by which the insurer designated
therein shall waive its right of  subrogation  against the other.  The waiver of
subrogation  hereby  required  shall  extend  only to the risks  insured  by the
policies  required  hereby.  Each  party  shall pay its own  costs,  if any,  of
securing such an endorsement.

                           ARTICLE XII. EMINENT DOMAIN

Section 12.1.  Condemnation  of the Leased  Premises.  If a material part of the
Leased  Premises  shall be taken by any  public  authority  under  the  power of
eminent  domain or sold to public  authority  under  threat or in lieu of such a
taking,  then the Term of this Lease shall cease as of the day possession  shall
be taken by such  public  authority,  and the rent  shall be paid up to that day
with a  proportionate  refund by Landlord of such rent and other  charges as may
have been paid in advance for a period subsequent to the date of the taking.

Section 12.2.  Landlord's and Tenant's Damages.     All damages awarded for such
taking under the power of eminent domain or sale under threat or in lieu of such
a taking,  whether for the whole or a part of the Leased Premises,  shall belong
to and be the property of Landlord,  irrespective  of whether such damages shall
be awarded as  compensation  for  diminution in value to the leasehold or to the
fee of the Leased  Premises,  and  Tenant  shall  have no claim  against  either
Landlord or the condemning  authority with respect thereto;  provided,  however,
that  Landlord  shall not be entitled to any award  specifically  designated  as
compensation  for  depreciation  to, and cost of removal of,  Tenants  stock and
trade fixtures.

                          ARTICLE XIII. INDEMNIFICATION

Landlord shall be indemnified and held harmless by Tenant from any liability for
damages to any person or any property in or upon the Leased Premises,  including
without  limitation the personal  property of Tenant and its employees,  agents,
servants, customers or other invitees. Landlord shall further be indemnified and
held harmless by Tenant from any loss,  cost,  damage or expense  arising out of
any accident or other occurrence due directly or indirectly to the negligence of
Tenant,  its  employees,  agents,  servants,  customers or other  invitees.  All
property kept,  stored,  or maintained in the Leased  Premises shall be so kept,
stored, or maintained at the risk of the Tenant only. Landlord,  during the Term
of this Lease,  shall  indemnify and save harmless Tenant from any liability for
damages arising solely out of the negligence of Landlord. However,

                                            INITIALS          LANDLORD _____
                                                              TENANT   _____

                                       8

<PAGE>

Landlord  shall not be  responsible  to Tenant for,  nor required to save Tenant
Harmless  from,  any loss or damage which may be  occassional  by or through the
acts or  ommissions of other  tenants,  invitees or occupants of the Building or
the Property of which the hereunder with respect to the repair or maintenance of
any portions of the Leased  Premises  required to be repaired or  maintained  by
repairs or perform such maintenance after due notice in writing and a reasonable
opportunity to cure.


                              ARTICLE XIV. DEFAULT


This Lease is made on the  condition  that,  if any one or more of the following
events (herein referred to as an "event of default") shall happen:

    (a) Tenant  shall  default in the timely  payment of the Rent,  or any other
        amounts payable hereunder, and such default shall continue for three (3)
        days after the receipt of written notice from Landlord, or

    (b) Tenant  shall  neglect or fail to  perform  or observe  any of the other
        covenants  herein contained on Tenant's part to the same within ten (10)
        days after Landlord  shall have given Tenant  Written notice  specifying
        such  neglect  or failure  (or within  such  period,  if any,  as may be
        reasonably  required to cure such default,  if it is of such nature that
        it cannot be cured  within a ten (10) day  commenced to effect such cure
        and shall proceed with due diligence to complete such cure); or

    (c) Tenant shall  neglect or fail to perform or observe any of the covenants
        herein contained (including without limitation the timely payment of the
        Rent, or any other amounts payable hereunder) three or more times in any
        twelve-month period, such third occurrence being agreed between Landlord
        and Tenant to be incurable.

    (d) Tenant shall (i) be adjudicated a bankrupt or insolvent,  or (ii) file a
        petition in bankruptcy or for  reorganization  or for the adoption of an
        arrangement under the Bankruptcy Code (as now or in the future amended),
        or (iii)  make an  assignment  of its  property  for the  benefit or its
        creditors;

then in any one or more of such  events  Landlord  shall have the right,  at its
election,  provided Landlord has given prior written notice to Tenant then or at
any time thereafter and while such event of default shall continue, either;

    1.  In addition to, but without  limitation or  qualification  or, any other
        right or remedy of the  Landlord  herein  provided,  if the Tenant shall
        default in the  performance  of any covenant,  condition or  stipulation
        contained  in this lease,  the  Landlord  may,  perform the same for the
        account  of and at the  expense  of the  Tenant,  and the  amount of the
        payments  made or other  expenses  incurred by the the Landlord for such
        purpose shall be forthwith repaid by the Tenant with interest thereon at
        the rate of ten percent (10%) per annum. Should the Tenant,  pursuant to
        this Paragraph,  or any other provision of this Lease,  become obligated
        to reimburse or otherwise  pay Landlord any one or more sums of money in
        addition  to  the  fixed  rent,  the  amount  thereof  shall  be  deemed
        additional rent and may, at the option of the Landlord,  be added to any
        subseqwuent  installment  of the fixed  rent due and  payable  under the
        Lease,  in which  event the  Landlord  shall have the  renedies  for the
        default in the payment thereof

                                   INTIALS            LANDLORD  _________
                                                        TENANT  _________

                                       9

<PAGE>

Provided herein.

     2. To give Tenant  written  notice of intention to terminate  this Lease on
the date of such given notice or any later date specified  therein,  and on such
specified date Tenant's  right to possession of the Leased  Premises shall cease
and this Lease shall thereupon be terminated; or

     3. To re-enter  and take  possession  of the Leased  Premises,  or any part
thereof,  and repossess the same as Landlord's  former estate,  and expel Tenant
and those  claiming  possession  by,  through  or under  Tenant;  and remove the
effects of both or either  (forcibly.  If  necessary)  without  prejudice to any
remedies for arrears of Rent or preceding  breach of covenants.  Should Landlord
elect to re-enter as  provided  in this  clause  (3).  Or should  Landlord  take
possession  pursuant to any notice  provided by law,  Landlord may, from time to
time,  Without  terminating  this Lease,  relet the Leased  Premises or any part
thereof for such Term or terms, and at such Rent or Landlord may deam advisable.
With the right to make alterations and repairs to the Leased  Premises,  No such
re-entry or talking or  possession of the Leased  Premises by Landlord  shall be
construed as an election  Landlord's  part to terminate  this Lease,  unless the
termination thereof be decreed by a court of competent jurisdiction.

In the  event  Landlord  does not  elect to  terminate  this  Lease,  but on the
contrary,  elects to take possession,  then such repossession  shall not relieve
Tenant of its  obligation  and  liability  under this Lease,  all of which shall
survive such repossession.  In the event of such repossession,  Tenant shall pay
to Landlord as current liquidated damages;

     (a) The Rent and other sums herein before provided,  which would be payable
hereunder if such repossession had not occurred; less

     (b) The net proceeds, if any, of any reletting to the Leased Premises after
deduction   all  of the  Landlord's  expenses in connection with such reletting,
including,   but    without   limitation,   all  repossession  costs,  brokerage
commissions,  legal expenses,  attorney's fees, expenses of employees, necessary
alternation costs and expenses of preparation for such reletting.

Tenant shall pay such current  damages to Landlord on the days on which the Rent
would have been  payable  hereunder  if  possession  had not been  retaken,  and
Landlord  shall be entitled to receive  the  required to commence  any action or
proceeding to collect the foregoing amounts,  or to enforce any other obligation
of Tenant under this Lease, Landlord shall be entitled to a reimbursement of all
cost and expenses incurred in said matter, including reasonable attorney's fees.

If this Lease is  terminated  by  Landlord  by reason fo any  default by Tenant,
Landlord  shall be entitled to recover from Tenant the worth at the time fo such
termination  of the excess,  if any, of the Rent  reserved in this Lease for the
balance of the Term hereof over the deducting all of the Landlord's  expenses in
connection  with such reletting of the Leased  Premises after  deductiong all of
the  Landlord's  expenses in  connection  with such  reletting,  including,  but
without  limitation,  all  repossession  costs,  brokerage  commissions,   legal
expenses, attorney's fees, expenses of employees, necessary alteration costs and
expenses of preparation  for such reletting,  which amount shall  immediately be
due and payable by Tenant to Landlord.

In the event that Landlord commences summary proceedings in the


                                    INITIALS         LANDLORD _________
                                                     TENANT   _________


                                       10
<PAGE>

nature of a forcible entry and detainer or unlawful detention for non-payment of
Rent,  additional rent, or the Tenant's failure to perform its other obligations
hereunder,  Tenant  agrees  not to  interpose  any  counterclaim  of any  nature
whatsoever  in such  proceedings;  provided,  Tenant does not waive its right to
assert any claim in a separate action brought by Tenant.

                       ARTICLE XV. SIGNS AND ADVERTISING

The  Tenant may place its  professional  interior  signage  on the main  floors,
doorways and any other place upon notification to the Landlord.

                           ARTICLE XVI. LATE PAYMENT

The Tenant will not be charged any late Rent fees due to  processing of payments
through the County Auditor's Office.

                        ARTICLE XVII. LIEN OF PERSONALTY

Subject to any  purchase  money  security  interest on such  items,  Landlord is
hereby given a lien upon any and all furniture, fixtures and equipment belonging
to Tenant and use at, in or upon the Premises, whether acquired by Tenant before
or after  execution  of this Lease,  to secure the due payment of Rent and other
liabilities of Tenant hereunder.  Upon failure of Tenant to pay any part of such
Rent or other liability and after due notice as required  hereinabove,  Landlord
without further notice of demand may possess and sell such property at public or
private sale (and Landlord may be a purchaser at such sale) and otherwise  avail
itself of all rights and remedies then  available  under the Uniform  Commercial
Code as  enacted  in the State of Ohio.  To  accomplish  the  foregoing,  Tenant
agrees,  at the  request of  Landlord,  to  execute  and  deliver to  Landlord a
security agreement and financing statement.

                       ARTICLE XVIII. ACCESS BY LANDLORD

Landlord reserves the right to enter the Leased Premises at all reasonable times
for the purpose of examining,  repairing and protecting the Leased  Premises and
to enter the Leased  Premises to exhibit the same for lease  during  times other
than Tenant's normal business hours. The rights granted to the Landlord pursuant
to this  Section,  shall not require  Landlord to make any repairs to the Leased
Premises other than those herein  specifically agreed to be made by Landlord nor
otherwise extend any of Landlord's other obligations.

                     ARTICLE XIX. ASSIGNMENT AND SUBLETTING

Tenant  shall not  assign,  sell,  pledge,  mortgage,  encumber or in any manner
transfer this Lease or any interest  therein,  nor sublet the Leased Premises or
any part or parts thereof,  nor permit  occupancy of the Leased  Premises or any
part or parts  thereof,  by anyone  with,  through  or under it.  Any  purported
assignment, sale, pledge, mortgage, encumbrance, transfer or subletting shall be
null and void and shall be a default hereunder.

A transfer  of fifty  percent  (50%) or more of the  voting  stock of Tenant (if
Tenant is a  corporation)  or a transfer of fifty  percent  (50%) or more of the
interests in profits or losses of Tenant (if Tenant is a  partnership)  shall be
deemed as assignment for purposes of this Lease.

                              ARTICLE XX. NOTICES

All notices to be given  hereunder by either of the Parties shall be in writing.
Any notice may be served by Landlord upon Tenant  personally  by delivering  the
same to any employee of Tenant at the Leased Premises;  an officer of Tenant, if
Tenant is a corporation;  to a general partner of Tenant, if Tenant is a general
or limited

                                           INITIALS     LANDLORD   ________
                                                        TENANT     ________

                                       11

<PAGE>

partnership; or Tenant directly, if Tenant is an individual. Any notice shall be
deemed duly served by Landlord upon Tenant if mailed by registered or certified
mail, return receipt requested, with postage prepaid, addressed to Tenant at the
Tenant's address as shown in the Basic Lease Information of this Lease or at the
address of the Leased Premises. Any notice may be served by Tenant by mailing
the same to Landlord, by registered or certified mail, return receipt requested,
with postage prepaid, addressed to Landlord at the Landlord's address as shown
in the Basic Lease Information of this Lease. Either party may change the
address to which notices may be sent by delivering a copy thereof to the other
party in the manner aforesaid. If services shall be made by registered or
certified, mail, such service shall be complete as of the next day following the
mailing of such notice in the manner aforesaid.

                          ARTICLE XXI. LANDLORD'S SALE

In the event of any sale or lease of the Premises, or real property of which the
Premises are a part, by Landlord, including sales by foreclosure or a deed in
lieu thereof, Landlord shall be entirely freed and relieved of all liability
under any and all of its covenants and obligations contained in or derived from
this Lease arising out of any act or omission occurring after the consummation
of the sale or lease; and the purchaser or lessee shall, during the period of
its ownership of lease term, be deemed without any further agreement between the
parties to have assumed and agreed to carry out any and all of the covenants and
obligations of Landlord under this Lease. All subsequent purchasers or leasees
shall similarly be freed and relieved of all liability hereunder subsequent to
the date of such sale or lease by them. In the event of any such sale or lease,
Tenant agrees to attorn to and become Tenant of Landlord's
successor-in-interest.

                             ARTICLE XXII. DEPOSIT

Concurrently  with the  execution  of this  Lease,  Tenant  has  deposited  with
Landlord,  and will keep on  deposit at all times  during  the Term,  a Security
Deposit as  specified  in the Basic Lease  Information,  the receipt of which is
hereby  acknowledged,  as security  for the payment by Tenant of the Rent herein
agreed to be paid and for the faithful performance of all the terms,  conditions
and  covenants  thereof.  If, at any time  during the Term,  Tenant  shall be in
default in the  performance of any provision of this Lease,  Landlord shall have
the right to use said deposit,  or so much thereof as  necessary,  in payment of
any Rent in default as aforesaid,  in reimbursement of any expenses  incurred by
Landlord  in payment of any  damages  incurred by Landlord by reason of Tenant's
default, or at the option of Landlord,  the same may be retained by Landlord. In
such event,  Tenant shall,  on written  demand of Landlord,  forthwith  remit to
Landlord a  sufficient  amount of cash to restore  said  deposit to its original
amount.  In the event said  deposit  has not been  utilized as  aforesaid,  said
deposit, or as much thereof as has not been utilized for said purposes, shall be
refunded to Tenant,  without  interest,  upon full  performance of this Lease by
Tenant. Landlord shall have the right to commingle said deposit with other funds
of Landlord.  Landlord may deliver the funds  deposited  herein by Tenant to the
purchaser  of  Landlord's  interest  in the  Leased  Premises  in the event such
interest is sold and,  thereupon,  Landlord  shall be  discharged  from  further
liability with respect to such deposit.  Said deposit shall not be considered as
liquidated damages, and, if claims of Landlord exceed said deposit, Tenant shall
remain liable for the balance of such claims.

                          ARTICLE XXIII. MISCELLANEOUS

Section 23.1. Amendments or Modifications.  No amendment or modification of this
Lease or any  approvals or  permissions  of Landlord  required  under this Lease
shall be valid or binding  unless reduced in writing and executed by the parties
hereto in the same manner as the execution of this Lease.

                                           INITIALS     LANDLORD   ________
                                                        TENANT     ________

                                       12
<PAGE>

Section 23.2. Non-waiver.  No waiver of a condition or covenant of this Lease by
either party hereto shall be deemed to imply or  constitute a further  waiver by
such party of the same of any other condition or covenant.  No act or thing done
by  Landlord  or  Landlord's  agents  during the Tem  hereof  shall be deemed an
acceptance or surrender of the Leased Premises,  and no agreement to accept such
surrender  shall be valid unless in writing signed by Landlord.  The delivery of
Tenant's  keys to any  employee  or agent of  Landlord  shall not  constitute  a
termination of this Lease unless a written  agreement has been entered into with
Landlord to this effect.  No payment by Tenant,  nor receipt by  Landlord,  of a
lesser amount than the Rent or other charges herein  stipulated  shall be deemed
to be other than on an account of the earliest  stipulated  Rent,  nor shall any
endorsement or statement on any check or any letter  accompanying  any check, or
payment as Rent, be deemed as accord and satisfaction, and Landlord shall accept
such a check for payment  without  prejudice to Landlord's  right to recover the
balance of such Rent or pursue any other remedy  available to Landlord.  If this
Lease be  assigned,  or if the Leased  Premises or any part thereof be sublet or
occupied  by anyone  other  than  Tenant,  Landlord  may  collect  Rent from the
assignee,  subtenant or occupant and apply the net amount  collected to the Rent
herein reserved, but no such collection shall be deemed a waiver of the covenant
herein  against  assignment and  subletting,  or the acceptance of the assignee,
sub-tenant  or  occupant  as tenant,  or a release of Tenant  from the  complete
performance  by  Tenant of the  covenants  herein  contained  on the part of the
Tenant to be performed.

Section 23.3. Holding Over. In the event that Tenant remains in possession after
the expiration of this Lease,  without execution of a new lease, Tenant shall be
deemed to occupy the Leased  Premises  as a Tenant from  month-to-month  at Tent
twice the amount due for the last month of the term  hereof,  and subject to all
conditions,  provisions and obligations set forth herein insofar as the same are
applicable to a month-to-month tenancy.

Section  23.4.  No  Warranties.   Tenant  agrees  that  no   representations  or
warranties,  either  express or implied,  have been made with  reference  to the
condition  of the Leased  Premises or their  fitness for the use for any purpose
whatsoever,  and that  Landlord  shall  not be  liable  for any use to which the
Leased  Premises are put or any damage  either to person or property  because of
any injury,  loss of life, loss or damage to or total destruction of merchandise
or property resulting from such use.

Section  23.5.  Rules.  Landlord  reserves the right to make such other  further
reasonable rules and regulations  which may be needed for the safety,  care, and
cleanliness  of the Leased  Premises  which  shall be binding  upon the  parties
hereto as if inserted herein at the time of the execution of this Lease.

Section 23.6.  Binding Effect.  Subject to the provision hereof, the benefits of
this Lease and the burdens hereunder shall respectively insure to and be binding
upon the heirs, successors, personal representatives and assigns of the parties.

Section 23.7.  Force Majeure.  Whenever a period of time is herein  provided for
either party to do or perform any ct or thing,  there shall be excluded from the
computation  of such  period of time any delays due to strikes,  riots,  acts of
God, shortages of labor or any cause or causes,  whether or not similar to those
enumerated,  beyond the parties  reasonable control or the reasonable control of
their agents, servants,  employees and any contractor engaged by them to perform
work in connection with this Lease.

Section 23.8.  Entire  Agreement.      This Lease contains the entire  agreement
between the parties. Any agreement hereafter or heretofore made shall operate to
change,  modify,  terminate or discharge this Lease, in whole or in part, unless
such agreement is in writing and signed by each of the parties hereto except for
Exhibit A.

                                    INITIALS                  LANDLORD  _____
                                                              TENANT    _____

                                       13

<PAGE>

Section  23.9.  Unenforceability.  If any clause or  provision  of this Lease is
found by a court of competent  jurisdiction  illegal,  invalid or  unenforceable
under present or future laws effective  during the Term of this Lease,  then and
in that event the remainder of this Lease shall not be affected thereby,  and in
lieu of each  clause or  provision  of this  Lease that is  illegal,  invalid or
unenforceable,  there be added as a part of this Lease a clause or  provision as
similar in terms to such illegal,  invalid or unenforceable clause or provisions
as may be possible and be legal. valid and enforceable.

Section 23.10 Joint and Several  Liability.  If the term "Tenant" refers to more
than one corporation,  association,  trust,  partnership,  individual or entity,
their liability hereunder shall be joint and several.

Section 23.11.  Quiet Enjoyment.  So long as Tenant is not in default hereunder,
Landlord shall assure Tenant quiet enjoyment of the Premises.

Section  23.12  Authority.  The  signatory  on behalf of  Tenant  warrants  its.
Authority  to do so. And  warrants  further  that entry into this Lease has been
properly authorized pursuant to Tenant's constituent documents.

IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.

SIGNED AND ACKNOWLEDGED                 LANDLORD
IN THE PRESENCEOF:

----------------------------            By: -----------------------------------
----------------------------            Its: ----------------------------------
----------------------------            Date: ---------------------------------

STATE OF__________________:
                                        SS
COUNTY OF________________:


The foregoing instrument was acknowledged before me this_____day of ___________,
19_____,  by ____________________, as ______________________________on behalf of
______________


------------------------            ------------------------
Notary Public                        My Commission expires


SIGNED AND ACKNOWLEDGED                     TENANT
IN THE PRESENCEOF:


----------------------------        By: ------------------------------------
----------------------------        Its: -----------------------------------
----------------------------        Date: ----------------------------------

STATE OF__________________:
                                        SS
COUNTY OF________________:


The foregoing instrument was acknowledged before me this_____day of ___________,
19_____,  by _____________________, as ____________________________on behalf of
______________


------------------------            ------------------------
Notary Public                         My Commission expires



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