Exhibit 10.11


                                AGREEMENT OF LEASE

      This Agreement of Lease,  or "Lease" made this 15th day of July,  1996, by
and between:

     LANDLORD:  Lawrence County  Economic  Development  Corporation,  a 
corporation  duly  organized  pursuant  to  the  laws  of  the  State  of  Ohio,
(hereinafter referred to as "LANDLORD").

     TENANT: Cabletron  Systems, Inc., a corporation duly organized  pursuant to
the laws of the State of Delaware, (hereinafter referred to as "TENANT").

                                  WITNESSETH:

      WHEREAS, it is in the intention of the LANDLORD to promote the creation of
additional employment opportunities for the citizens of Southeastern Ohio; and

      WHEREAS,  pursuant  to mense  agreements,  the TENANT has agreed to create
additional  employment  opportunities  for the  citizens  of  Southeastern  Ohio
subject to the  LANDLORD  leasing to TENANT  the  Leased  Premises  (hereinafter
defined);

     NOW,  THEREFORE,  IN CONSIDERATION of One Dollar ($1.00) and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by the parties hereto,  and the mutual promises  contained  herein,
the parties agree as follows:

                                  DATA SHEET

      A. LEASED  PREMISES.  The land described in Exhibit A, attached hereto and
made  a  part  hereof,   including  all   easements,   rights,   privileges  and
appurtenances thereunto belonging or pertaining, and all of the right, title and
interest of LANDLORD  therein,  and in the  streets and ways  adjacent  thereto,
together with the buildings and other  structures and other  improvements now or
hereafter  to be  erected  upon the land,  including,  without  limitation,  the
building to be erected in accordance  with the Building Plans attached hereto as
Exhibit B and made a part hereof (the "Building"),  all machinery,  fixtures and
equipment  forming or becoming  attached to said buildings or other  structures,
including, but without limitation,  sectional buildings, electric equipment, gas
equipment,   plumbing  equipment,  heating,  air  conditioning  and  ventilating
equipment, elevators and escalators, awnings, screens, blinds, shades, cabinets,
stoves, disposals,  refrigerators,  floor coverings, lifts, sprinkler equipment,
incinerating  equipment,  fire alarm systems,  trees, hardy shrubs and perennial
flowers,  and also including all materials stored on the land for  incorporation
into the improvements.

      As set forth in the  description  of the land  contained in Exhibit A, the
right to possession and quiet  enjoyment by the TENANT of the land which is part
of the  Leased  Premises  is  subject  to the  right  of the  LANDLORD  and/or a
representative  of Allied-  Signal  Inc. to enter upon the land which is part of
the Leased Premises during TENANT's  daytime  business hours and upon reasonable
notice for the purposes of  inspecting,  examining,  testing and  performing any
maintenance  to the  monitoring  well  situate  on the land which is part of the
Leased Premises, the presence and location of which is set forth in Exhibit A.

      B. TERM.  The term of the Lease  shall  commence  on the  Commencement 
Date, as defined in, and as to be determined in accordance with, Article 3.B. of
this Lease,  and shall continue for seven (7) years (the "Initial  Term") unless
renewed and extended or unless sooner terminated in accordance with the terms of
this Lease.

      TENANT  shall have four (4) options to renew the term of this Lease,  each
option to be for three (3) year  extension  terms (each such  extension  term is
hereinafter referred to as an "Extension Term").

      C.    PERMITTED  USE.  Any  purpose  or use  permitted  by  any  
governmental  authority having  jurisdiction  acting under any present or future
law, statute, or ordinance.

      D.  TOTAL MINIMUM ANNUAL RENT.  As set forth in Article 5 hereof.

ARTICLE 1.  (PREMISES).  LANDLORD  hereby  leases to TENANT,  and TENANT  hereby
leases from LANDLORD,  subject to and with the benefit of the terms,  covenants,
conditions and provisions of this Lease, the Leased Premises.

ARTICLE 2. (COVENANT OF QUIET ENJOYMENT).  LANDLORD hereby warrants that it, and
no other  person,  corporation  or  entity  has the  right to lease  the  Leased
Premises,  and  further,  that so long as TENANT  shall  perform  each and every
covenant to be performed  by TENANT  hereunder,  TENANT shall have  peaceful and
quiet  possession  of the  Leased  Premises  without  hindrance  on the  part of
LANDLORD,  its authorized  representatives,  anyone under LANDLORD'S control, or
anyone  claiming  by  or  through  LANDLORD,   subject  only  to  the  right  of
Allied-Signal Inc. to inspect, examine, test and maintain the monitoring well as
described in Section A. of the Data Sheet.

ARTICLE 3.  (TERM).

      A. Term.  The term of this Lease  shall  begin on the  Commencement  Date
(as  defined  in and  determined  in  accordance  with  Article  3.B.) and shall
terminate  (unless  renewed or extended or sooner  terminated in accordance with
the terms hereof) upon the expiration of seven (7) years. (The word "term" shall
mean the Initial Term and shall include all Extension Terms.)
     B. Commencement  Date  Pre-Conditions.  The  "Commencement  Date" shall be
the date which is five (5) days  after the date upon which all of the  following
events shall have occurred:

            (i)  Construction of the Building and all other  improvements to the
Leased Premises,  including, without limitation, site work, landscaping,  access
roads, and parking areas, shall have been substantially  completed as determined
in accordance with Article 3.C. below,  and all LANDLORD's Work, as set forth in
Article 10 hereof shall have been substantially completed in accordance with the
"Building Plans" as set forth in Article 10 hereof.  Notwithstanding  the above,
to  the  extent  that  LANDLORD  is  prevented  from  substantially   completing
landscaping by reason of weather, LANDLORD may cause the same to be accomplished
after the  Commencement  Date and the same shall not be deemed a precondition to
the Commencement Date.

            (ii)  TENANT  shall  have  received  from  LANDLORD's   architect  a
certificate to the effect that the Leased  Premises are  substantially  complete
and  that  LANDLORD's  Work,  as set  forth  in  Article  10  hereof,  has  been
substantially completed in accordance with the Building Plans.

            (iii) The Leased  Premises  shall have been  delivered to TENANT for
TENANT's use,  occupancy,  and the completion of any TENANT  improvements  to be
made to the Leased Premises.

            (iv) The  LANDLORD's  representative  shall have delivered to TENANT
(at TENANT's cost and expense) a policy of title  insurance in  accordance  with
Article 31 hereof and LANDLORD shall have correctly certified to TENANT that all
LANDLORD's  representations and warranties of LANDLORD set forth herein are true
and complete in all material respects.

            (v) Every  certificate  of  occupancy  or permit  required by law to
permit the Leased Premises to be used for their intended  purposes in accordance
with the terms of this Lease  shall have been issued by the  appropriate  public
authority,  shall have been  delivered  to TENANT,  and shall be in effect.  The
delivery of the required certificate(s) of occupancy or permit shall either be a
delivery in hand, evidenced by a written receipt signed by TENANT, or a delivery
by United States certified mail, postage prepaid,  return receipt requested,  to
the  TENANT  evidenced  by an  appropriately  endorsed  return  receipt  showing
delivery to the addressee.  Notwithstanding the above, in the event that a final
certificate  of occupancy or permit cannot be issued solely by reason of work to
be done by TENANT pursuant to the terms of this Lease, then this condition shall
be deemed  satisfied  if TENANT is  provided  with a  temporary  certificate  of
occupancy or permit together with a certification  from the applicable  building
authority and LANDLORD's architect to the effect that a permanent certificate of
occupancy  or permit  shall be issued  upon  completion  by TENANT of work to be
performed by TENANT in accordance with the terms hereof.

      In no event shall the Commencement Date occur prior to April 1, 1997.

      C. "Substantial  Completion"  Defined.  The Leased Premises and LANDLORD's
Work shall be deemed  "substantially  completed" when all of LANDLORD's Work, as
defined and set forth in Article 10 hereof, has sufficiently  advanced to permit
TENANT, upon completion of the Work to be performed by it hereunder, which shall
include the Work set forth in Exhibit B-1 attached hereto and made a part hereof
("TENANT's  Work"),  and upon installation of TENANT's  equipment,  fixtures and
inventory,  to open the Leased Premises for business as intended by TENANT,  and
the only items to be  completed  by  LANDLORD  are of a so-called  "punch  list"
nature  which  shall have no adverse  impact  upon the  business  operations  of
TENANT. In any case, however,  LANDLORD's Work shall not be deemed substantially
completed until:

            (a) the Building has been  permanently  connected with all necessary
public utility lines and with municipal (or private) water and sewerage systems,
meeting all applicable  governmental  requirements  and all  requirements as set
forth in the Building Plans;

            (b)   the  roof,  all  exterior  walls and all  finished  floors of 
the Building shall have been completed;

            (c) all heating, air conditioning,  ventilating, lighting, sprinkler
and plumbing fixtures and equipment (and all piping, wiring, duct work and other
facilities  required  for the intended use of such  fixtures and  equipment,  or
required for the  intended use of the water or sewage  systems or of any utility
serving the Building)  shall have been  installed and be capable of operating in
accordance with applicable specifications;

            (d)   all   interior   painting   and  all  work   requiring   
interior scaffolding in the Building shall have been completed;

            (e)   all floors and doors in the Building shall be free and clear 
of all obstructions;

            (f)   all  entrances  and  openings  into the Premises and the 
Building shall have been secured; and

            (g) all  parking  areas and  interior  roadways  serving  the Leased
Premises as shown on the Building  Plans shall have completed and access thereto
shall be available from the public ways.

      D. Occupancy Prior To Commencement  Date.  TENANT shall accept  possession
and  take  occupancy  of  the  manufacturing  sections  of the  Leased  Premises
designated  in  Exhibit B at such time prior to the  Commencement  Date as those
sections  have been  substantially  completed,  but in no event earlier than the
later of the following:  (i) March 1, 1997; and (ii) such time as the LANDLORD's
architect  certifies  to TENANT that the  remainder  of  LANDLORD's  Work at the
Leased Premises shall be substantially completed within thirty (30) days. During
such period after TENANT accepts  possession and takes occupancy of such section
and prior to the Commencement  Date,  TENANT shall pay a pro rata portion of the
Minimum  Annual  Rent at the rates  set  forth in  Article 5 (as the same may be
adjusted in accordance therewith) based upon the ratio that the number of square
feet of the Leased  Premises with respect to which  possession has been accepted
bears to the total square footage of the Leased Premises to be built. The period
between the date of such  possession  and the  Commencement  Date is hereinafter
referred to as the "Pre-Commencement Date Occupancy Period".

     E.  Construction  Self-Help.  TENANT shall,  from time to time after taking
possession of the Leased Premises,  submit to LANDLORD punch lists setting forth
all items which  remain  incomplete  or which  require  correction  or which are
defective of which  TENANT is then aware.  LANDLORD  shall,  prior to payment of
retainage to its contractor(s),  which in any event shall not be until all punch
list items  submitted by LANDLORD  within  thirty (30) days of the  Commencement
Date have been corrected,  promptly cause to be repaired, replaced, or completed
any of such items set forth in such punch lists. After such time as LANDLORD has
paid the retainage to its contractor(s),  LANDLORD shall assign all construction
warranties   to  TENANT  and  shall   cooperate   with  TENANT  in  causing  the
contractor(s) to correct any defective items.

     In the event that LANDLORD shall fail to fully complete all such punch list
items within  thirty (30) days after  receipt of any such punch list from TENANT
(or if any such work shall  reasonably  require  more than  thirty  (30) days to
complete,  LANDLORD  shall fail to commence the same within said thirty (30) day
period and shall not be diligently  prosecuting  the same to  completion),  then
TENANT shall have the right to complete the same and to reimburse itself for all
costs and liabilities  incurred  (together with interest thereon at the Interest
Rate as hereinafter defined), and in doing so, by withholding the amount of such
costs, liabilities and interest from the next due and succeeding  installment(s)
of Minimum Annual Rent and any other  payments to be made to LANDLORD  hereunder
on a cumulative basis, as such installment(s) and other payments come due, until
TENANT has been fully reimbursed.

      The  Interest  Rate as  used in this  Lease  shall  be the  Prime  Rate of
interest  then being quoted in the Wall Street  Journal,  as the same may change
from time to time, plus two percent (2%).

     F. Notice of Lease; Commencement Date Agreement. LANDLORD and TENANT shall,
upon execution hereof,  execute a recordable notice or memorandum of this Lease.
The notice shall contain such  information  as either party may request,  except
the rent and other  charges  payable by TENANT,  and shall  include a recordable
copy of Exhibit A, which shall be furnished by LANDLORD.  After the Commencement
Date,  TENANT  shall  execute and deliver to  LANDLORD  counterpart  copies of a
recordable  instrument  setting forth the Commencement  Date, and LANDLORD,  not
more than sixty (60) days following  receipt of those copies from TENANT,  shall
execute,  deliver and redeliver to TENANT all such counterpart copies except one
(1) to be retained by LANDLORD. In no event shall the entire Lease be recorded.

      G.  Extensions  to Term.  TENANT shall have the right to extend this Lease
and the term hereunder for four (4) Extension  Terms.  Each Extension Term shall
be for three (3) years,  on the same terms and  conditions and provisions as the
original term hereof, except the rate of rental shall be adjusted as provided in
Article 5. Each Extension Term shall commence  immediately  after the end of the
Initial Term or the  preceding  Extension  Term,  as the case may be. Unless the
TENANT shall notify the LANDLORD in writing of its  intention not to extend this
Lease at least ninety (90) days prior to the termination of the Initial Term, or
any Extension  Term, as the case may be, then the TENANT shall be deemed to have
exercised its right to extend this Lease for the next Extension Term.

ARTICLE 4. (USE).  TENANT shall at all times conduct its business in a reputable
manner and in accordance  with law and will not conduct its business  within the
Leased  Premises  contrary to any law,  statute,  regulation or  ordinance.  The
Leased  Premises shall not be used in such manner,  that in accordance  with any
requirement  of law or of any  public  authority,  LANDLORD  shall be obliged on
account of the purpose of manner of said use to make any addition or  alteration
to the land or to the Building or improvements comprising the Leased Premises.

ARTICLE 5. (RENT). TENANT covenants and agrees to pay to LANDLORD at the address
set out in the  heading of this Lease,  or at such other  place as LANDLORD  may
designate in writing to TENANT, rental at the rates and times set forth below.

     A. Minimum Annual Rent During The Initial Term.  Minimum Annual Rent during
each of the first six (6) years of the Initial  Term of this Lease shall be Five
Dollars  Eighty  Cents  ($5.80)  per square foot of  Building  annually,  or Six
Hundred Ninety Six Thousand Dollars ($696,000.00) annually,  payable monthly, in
advance,  in installments of Fifty Eight Thousand Dollars  ($58,000.00),  on the
day of each month which is the same day as the  Commencement  Date,  adjusted as
set forth in Article 5.B.  below.  During the seventh  (7th) year of the Initial
Term, Minimum Annual Rent shall be Three Dollars Ninety Cents ($3.90) per square
foot of  Building  annually,  or  Four  Hundred  Sixty  Eight  Thousand  Dollars
($468,000.00) annually, payable monthly, in installments of Thirty Nine Thousand
Dollars  ($39,000.00)  on the day of each  month  which  is the  same day as the
Commencement Date, adjusted as set forth in Article 5.B.

B.  Adjustments To Minimum Annual Rent During The Initial Term. The LANDLORD has
represented  that the acquisition of the Leased Premises and the construction of
improvements to the Leased Premises are to be financed by it as follows:

            (i) An  interim  construction  loan of  Four  Million  Five  Hundred
Thousand Dollars  ($4,500,000.00)  at an interest rate of Seven and Seventy Five
One Hundredths Percent (7.75%) for twelve (12) months (the "Construction Loan").
The  Construction  Loan is to be paid down to  approximately  One  Million  Four
Hundred  Thousand  Dollars  ($1,400,000.00)  at the time of receipt of permanent
financing  described below and thereafter interest shall be payable at Seven and
Seventy Five One Hundredths  Percent (7.75%) amortized over  approximately  nine
(9) years (the "Bank Loan").

            (ii) A State 166 loan in the  amount of Two  Million  Three  Hundred
Thousand Dollars  ($2,300,000.00)  for a term of  approximately  seven (7) years
amortized over a period of approximately  six (6) years with an interest rate of
Zero  Percent (0%) for the first year,  One Percent  (1%) the second  year,  Two
Percent  (2%) the third  year,  Three  Percent  (3%) the fourth  year,  and Four
Percent  (4%) the fifth and sixth years of the  amortization  period (the "State
166 Loan").

            (iii) A CDBG loan in the amount of Two Hundred Twenty Eight Thousand
Dollars  ($228,000.00)  at Three  Percent (3%)  interest  over a term of six (6)
years with a one (1) year deferral of interest and principal  (the "CDBG Loan").
The Bank Loan, the CDBG Loan, the State 166 Loan, and the Construction  Loan are
hereinafter referred to as the "Loans".

            (iv) A State  412  Grant in the  amount  of Three  Hundred  Thousand
Dollars ($300,000.00),  an ARC Grant in the amount of Two Hundred Fifty Thousand
Dollars  ($250,000.00),  and a Grant  from  CDBG in the  amount  of Two  Hundred
Seventy Two Thousand Dollars ($272,000.00) (the "Grants").

      The Minimum  Annual  Rent as set forth in Article  5.A.  above  during the
Initial  Term has  been  based  upon  the  "Assumptions  To  Cabletron  Building
Projections ("Assumption Sheet") and accompanying Ten (10) year Annual Cash Flow
Projections  ("Cash Flow Projections")  dated July , 1996,  provided by LANDLORD
and attached hereto as Schedule 1 and made a part hereof. At least five (5) days
prior to the  Commencement  Date,  LANDLORD  shall provide to TENANT a statement
certified by LANDLORD as true and accurate, setting forth:
            (a) actual  project  costs  incurred  itemized  as set forth in item
Number 9 of the Assumption  Sheet and providing  adequate backup detail to allow
TENANT to review each expenditure made;

            (b)  actual  amounts of grants and loans received together  with the
payment terms and interest rates;

            (c) a loan payment schedule to be attached to this Lease as Schedule
2 showing payment dates of interest and principal under the Loans;

            (d) revisions to Schedule 1, if any,  which LANDLORD and TENANT have
agreed upon.

LANDLORD  shall provide  TENANT with the  opportunity to audit from time to time
all  transactions  and payments related to the project to determine actual costs
thereof  upon five (5) days  written  notice  from  TENANT,  and any items  that
TENANT's audit accurately  discloses as not properly  includable in such project
costs shall be removed  therefrom for the purposes of determining  rental or the
amount of the purchase price of the Leased Premises under this Lease.

      To the extent that (A) the actual costs (including contingencies) incurred
by LANDLORD for any of the items listed in item Number 9 of the Assumption Sheet
are less than as stated in such  item  Number 9, or (B) the  original  principal
amounts  or  interest  rates  for any of the  Loans  are less  than as stated in
Schedule 1 or Schedule  2, or (C) the amount of the Grants are  greater  than as
set forth in  Schedule 1, or (D) timing of payment of the amounts of interest or
project  cost  payments  result in a net  benefit to LANDLORD as compared to the
projections  shown in Schedules 1 or 2, or (E) any Elective  Changes are made by
TENANT to construction of the  improvements in accordance with Article 10 hereof
which  result  in an  agreed  upon  decrease  in  project  costs as set forth in
Schedule  1, then,  at  TENANT's  option to be  provided  by LANDLORD in writing
within  thirty (30) days after the amounts of such charges have been  delivered,
either

                  (x) The Minimum  Annual Rent during the first six (6) years of
the  Initial  Term  shall  remain at Six  Hundred  Ninety Six  Thousand  Dollars
($696,000.00) per annum and during the seventh (7th) year of the Initial Term at
Four Hundred Sixty Eight Thousand Dollars  ($468,000.00) per annum, as set forth
above,  as it  otherwise  may be  adjusted  pursuant  hereto and all savings and
increased cash flow from that shown on Schedule 2 shall be applied to reduce the
principal amounts of the Loans (payment first to be made on the Bank Loan to the
extent  that  the  same  is  permissible),  such  that  the  cash on hand at the
beginning  of each Lease Year as shown in Schedule 1 shall be no greater than as
shown on the Cash Flow Projection, or

                  (y) The Minimum Annual Rent shall be reduced to such amount as
is necessary to reduce the principal balances of the Loans at the same times and
dates as would exist had they been paid down in accordance  with Schedules 1 and
2, such that the cash on hand at the  beginning  of each  Lease Year as shown in
Schedule 1 shall be no greater than as shown on the Cash Flow Projection.

      To the  extent  that (i) any  Elective  Changes  are made by TENANT to the
construction of the  improvements  in accordance with Article 10 hereof,  and to
the extent that such Elective  Changes  result in an agreed upon increase in the
project  costs as set forth in Schedule 1, or (ii) any other changes are made to
the  project  which are  approved  in advance  by TENANT  (both as to nature and
amount)  and which do not  result  from  LANDLORD's  negligence  or  failure  to
properly  insure,  such excess  costs shall be funded by the Bank Loan,  and the
Minimum  Annual Rent shall be increased to such amount as is necessary to reduce
the principal  balance of the Bank Loan to the same amount as would exist at the
end of the Initial Term as set forth in Schedules 1 and 2.

      C.  Initial  Payment  of Minimum  Annual  Rent.  Contemporaneous  with the
execution of this Lease,  TENANT shall deposit into a certificate  of deposit or
interest bearing money market account, with a lending institution  acceptable to
LANDLORD and TENANT which shall act as an escrow  agent,  the sum of One Million
Dollars ($1,000,000.00).  Such sum, together with interest earned thereon, shall
be held in escrow by the escrow  agent and shall be  released  from such  escrow
only upon the TENANT  providing  such escrow agent with a certificate  signed by
the  President,  Treasurer,  or  Secretary  of TENANT  stating  that the  Leased
Premises are substantially complete and that a Certificate of Occupancy has been
issued and that the Commencement Date has occurred. All interest earned prior to
the  Commencement  Date shall be used by LANDLORD  to pay  project  costs as set
forth in Schedule  1. The One Million  Dollar  ($1,000,000.00)  amount  shall be
treated,  as between  LANDLORD  and  TENANT,  as prepaid  Minimum  Annual  Rent,
provided,  however,  that the same shall be held in an interest  bearing account
and the same shall be utilized by LANDLORD solely to pay down the Loans as shown
on the Cash Flow  Projection.  TENANT  shall  not be  required  to make  further
payments  of Minimum  Annual  Rent during the term until the full amount of such
advance  payment,  plus interest  earned after the  Commencement  Date, has been
amortized  against  payments of Minimum  Annual Rent  required  under the Lease.
LANDLORD  shall,  on a quarterly  basis,  provide  TENANT  with a  statement  of
interest earned on the advance payment of rent.

      In the event  that  TENANT  terminates  this Lease as  elsewhere  provided
herein,  then  upon  receipt  of  a  written  certificate  from  the  President,
Treasurer, or Secretary of TENANT, stating that the Lease has been terminated by
TENANT,  such escrow  agent or LANDLORD  shall  return such One Million  Dollars
($1,000,000.00) or any remaining balance thereof,  plus interest earned thereon,
to TENANT, and LANDLORD shall have no rights therein.

      D.    Minimum  Annual  Rent  During  Extension  Terms.  During  each  of 
the  Extension  Terms,  Minimum  Annual Rent shall be equal to Two Hundred Forty
Thousand  Dollars  ($240,000.00)  per year,  payable in monthly  installments of
Twenty Thousand Dollars ($20,000.00).

      E. Representations of LANDLORD.  LANDLORD represents and warrants that all
revenue  generated from payments by TENANT or other sources  hereunder  shall be
utilized to reduce the balance of and pay any interest  payable  under the Loans
and that no cash on hand in excess of  amounts  set forth in  Schedules  1 and 2
shall be  retained  by  LANDLORD,  that the Loans have no  prepayment  penalties
except as disclosed in Schedules 1 and 2, that no financing  other than that set
forth in  Schedules  1 and 2 shall be  obtained  in  connection  with the Leased
Premises,  that no  mortgages  or other  liens  shall be placed  upon the Leased
Premises  other than to secure the Loans,  that all  amounts due under the Loans
shall be paid promptly when due, that funds representing  actual cash on hand as
shown in Schedule 1 shall be  segregated  in an interest  bearing  account,  all
interest to be treated as cash in hand,  and that cash  generated  from payments
due under this Lease shall not be utilized other than to make payments under the
Loans.

     F. Tax on Rentals.  The TENANT shall pay, as  additional  rent,  before any
fine,  penalty,  interest or cost may be added thereto for  nonpayment,  any tax
that may be levied,  assessed or imposed upon or measured by the rents  reserved
hereunder, or upon a commercial lease by any governmental authority acting under
any present or future law, excluding any tax that may be payable upon the income
of LANDLORD.

     G. No Set Off.  TENANT  covenants to pay all rents when due and,  except as
expressly permitted to the contrary hereunder, without any set off, deduction or
demand  whatsoever.  Any monies paid or expenses incurred by LANDLORD to correct
violations  of  any of  the  TENANT'S  obligations  hereunder  shall  constitute
additional rent. Any additional rent provided for in this Lease becomes due with
the next  installment  of  Minimum  Annual  Rent due after  receipt of notice by
TENANT of such additional rent from LANDLORD. Rentals and statements required of
TENANT  shall be paid or  delivered  to  LANDLORD  at the place  designated  for
notices to LANDLORD.  If any payment of rent or additional rent due hereunder is
received by LANDLORD  more than ten (10) days after  written  notice that it has
not been paid, then LANDLORD may, in addition to any other remedies LANDLORD may
have for late  payment  of rent,  assess a late  charge  in the  amount  of five
percent (5%) of the late payment plus reasonable costs and expenses  incurred by
LANDLORD in collecting such late rental.

ARTICLE 6.  (TAXES).  TENANT  shall pay to LANDLORD,  upon  written  notice from
LANDLORD or, at TENANT's option directly to the appropriate taxing authority, as
additional  rent,  all real estate taxes levied against the land and Building of
the Leased Premises during the term hereof. For purposes of this Article,  "real
estate  taxes" shall  include  payments for special  assessments  which  legally
benefit the property,  excluding any special  assessments  arising in connection
with the initial  construction of the  improvements to the Leased  Premises.  If
special  assessments  are imposed on the property during any portion of the term
or any option term,  LANDLORD shall elect,  or TENANT may elect, to pay any such
special assessments over the longest possible period not to exceed the length of
the then  current  term of the Lease and all  periods  for  which  options  have
theretofore been exercised.

      TENANT  may,  at  TENANT'S  option and  expense,  contest  any such taxes.
LANDLORD shall, if required,  cooperate with TENANT in such contest. If LANDLORD
so desires, and with written approval of TENANT,  LANDLORD may contest any taxes
not contested by TENANT.  Any tax savings  resulting from any such contest shall
be passed on to TENANT.  If either  LANDLORD  or TENANT  elects to  contest  the
taxes,  any costs and fees incurred in such contest shall be the  responsibility
of said party and all  refunds,  net of such costs and  expenses  which shall be
repaid to the party incurring the same, shall belong to TENANT.

     For the Tax Year (as hereinafter  defined) in which this Lease commences or
terminates,  the provisions of this Article shall apply, but TENANT'S  liability
for any taxes for such year  shall be subject  to a pro rata  adjustment,  based
upon the amount of time within said Tax Year during which the Term occurs.

      Nothing herein or in this Lease  otherwise  contained  shall require or be
construed  to  require  TENANT  to  pay  any  inheritance,  estate,  succession,
transfer,  gift,  franchise,  income, or profit taxes that are or may be imposed
upon  LANDLORD,  its  successor  or assigns  unless the same are  imposed by the
taxing  authorities in  substitution  for real estate taxes,  in which case such
taxes shall be paid as if the same were taxes pursuant to the terms hereof.

     For the  purpose of this  Lease,  the term "Tax Year" shall mean the twelve
(12)  month  period  established  as the  real  estate  tax  year by the  taxing
authorities having lawful jurisdiction over the Leased Premises.

ARTICLE 7. (LEASE YEAR).  The term "Lease Year" as used in this Lease shall mean
the period of twelve (12) consecutive full calendar months, with the first Lease
year  beginning on the date of  Commencement  Date of this Lease as set forth in
Article 3 hereof. Each succeeding Lease year shall commence upon the anniversary
date of the Commencement Date of the first Lease Year.

ARTICLE 8.  (MAINTENANCE).  After such time as all contractors defects have been
remedied  in  accordance  with  Article  3,  TENANT  agrees to make all  repairs
(including  replacements and alterations where necessary)  necessary to keep the
exterior,  structure,  and interior of the Leased Premises in good order, repair
and condition,  excluding,  however,  any items which are the  responsibility of
LANDLORD  to  correct   owing  to  their   delivery  in   defective   condition,
incompleteness,  or failure to comply with the Building Plans.  The exterior and
structure shall include (without limitation) each of the following:

            (i)   the outside walls and exterior faces thereof;

            (ii)  the roof and all roof covering and components;

            (iii) the foundations and floor slab;

            (iv)  the gutters, downspouts and roof drain systems;

            (v)   the  marquees and the light  fixtures (and the bulbs therefor)
which are attached to, or a part of the marquees;

            (vi)  all structural members;

            (vii)  all  wiring,  plumbing,  pipes,  conduits  and  other  water,
sewerage,  utility and  sprinkler  fixtures and  equipment  (including,  without
limitation,  all  connections  with and components of any private sewage system)
serving the Leased Premises which are located within the Leased Premises; and

            (viii) window frames and window sashes.

     TENANT  agrees to keep the Leased  Premises  in good repair and to keep the
same in good order,  and in a clean,  sanitary and safe  condition in accordance
with  the  laws of  Ohio  and in  accordance  with  all  directions,  rules  and
regulations of the health  officer,  fire marshal,  building  inspector or other
proper officers of the governmental  agencies having  jurisdiction,  at the sole
cost of TENANT.

     LANDLORD  shall  assign  to  TENANT  the  benefit  of  all  guarantees  and
warranties  applicable to the Leased Premises,  including  initial  construction
warranties and guaranties.  LANDLORD  represents and warrants that  construction
warranties and guaranties as set forth in Exhibit B-2 attached hereto and made a
part hereof shall be received by LANDLORD in connection with its construction of
the   improvements.   LANDLORD  agrees  that  it  shall  have  included  in  all
construction  contracts relating to the Leased Premises or the Building to which
LANDLORD  is a party,  a  provision  to the  effect  that any and all rights and
remedies of LANDLORD, as owner, under any such contract, relating to the quality
of  construction,  may be assigned to TENANT and are  intended to be assigned to
and for the benefit of TENANT.  LANDLORD  further  agrees to take all reasonable
actions as may be necessary  or  appropriate  to aid TENANT in enforcing  any of
such rights or remedies.

     It is  expressly  understood  that except as set forth in this Lease,  that
LANDLORD shall have no obligation to make any repairs or replacements whatsoever
to the Leased Premises.

     TENANT will promptly  notify  LANDLORD of any material damage to the Leased
Premises.  LANDLORD  shall have the right to inspect the nature,  character  and
extent  thereof,  and TENANT  shall  timely  repair  the same at its  expense to
prevent further damage to the Leased Premises.  If TENANT shall fail to commence
repairs  hereunder  and  diligently  pursue the same within thirty (30) days, of
receipt of notice to repair  received from LANDLORD,  LANDLORD may make the same
and TENANT agrees to pay, as additional  rent, the cost thereof to LANDLORD plus
Interest on such costs, upon LANDLORD'S demand therefor.

ARTICLE 9. (UTILITIES).  TENANT shall be solely  responsible for promptly paying
all charges for heat, water,  sewer, gas,  electricity or any other utility used
or consumed in the Leased Premises during the Term.

ARTICLE 10.  (CONSTRUCTION).

      A.  Landlord's  Work.  LANDLORD has prepared  complete  working  drawings 
and  specifications  (the "Building Plans") which are attached hereto as Exhibit
B. and made a part hereof. LANDLORD shall cause to be done all work set forth in
the Building  Plans except work  specifically  designated  as work to be done by
TENANT ("LANDLORD's Work").

      LANDLORD   warrants  that  Building  Plans  shall  conform  to  applicable
governmental  requirements  (including,   without  limitation,   all  applicable
federal, state and local laws relating to "architectural barriers" affecting the
physically handicapped and to all environmental protection and zoning laws); and
to sound and  generally  accepted  engineering  practices as applied to the site
conditions.

     The  Building  Plans have been  submitted to TENANT for its  approval,  and
TENANT has approved the same.

     Neither TENANT's  approval of the Building Plans nor any inspection  TENANT
may make of LANDLORD's Work shall relieve  LANDLORD of its obligations to design
and perform  LANDLORD's Work in accordance with the requirements  stated in this
Article, and LANDLORD shall make all changes required to cure LANDLORD's failure
to discharge those  obligations.  LANDLORD shall be solely  responsible for both
the cost of and any delay  resulting  from any  correction  in  LANDLORD's  Work
performed in accordance with the Building Plans, which correction is required by
any governmental authority having jurisdiction.

     TENANT may require changes ("Elective Changes"),  in the Building Plans and
construction work after TENANT's final approval thereof,  other than those which
may become  necessary.  If any Elective Changes made by TENANT shall result in a
net increase or decrease in the cost of LANDLORD's Work, then the amount of such
net increase or decrease  shall result in an increase or decrease in the Minimum
Annual Rent  payable in  accordance  with  Article 5 hereof.  All such  Changes,
whether  Elective or  otherwise,  shall be submitted by written  "change  order"
signed by TENANT,  it being  understood  and  agreed  that  TENANT  shall not be
required to accept  and/or pay for any work  deviating  from the Building  Plans
which is not covered by a proper  "change  order" or pay more for such work than
is stated in such  "change  order".  Increased  or  reduced  amounts  payable on
account of any Elective  Change  required by TENANT shall be agreed upon between
LANDLORD  and TENANT in  advance  before any such  change is  effectuated.  Such
increased or decreased  costs shall be certified to by  LANDLORD's  architect or
engineer or contractor.  On TENANT's  written request  therefor,  LANDLORD shall
deliver to TENANT reasonably  satisfactory evidence substantiating in detail the
changes in the cost of LANDLORD's Work resulting from TENANT'S Elective Changes.

     B. Construction. LANDLORD shall begin LANDLORD's Work on or prior to August
1, 1996,  ("Starting  Date") and shall  diligently  prosecute the  completion of
LANDLORD's  Work on all  business  days  and  weekends,  as  necessary,  without
interruption, in a good and workmanlike manner, using first quality material, in
accordance  with the Building Plans (as they may be changed,  as provided above)
and with applicable  governmental  requirements.  LANDLORD's Work shall be fully
completed no later than April 1, 1997 ("Completion Date").

      LANDLORD  agrees that it shall cause to be  constructed  the  Building and
common areas serving the same in accordance  with the Building  Plans.  LANDLORD
shall not allow any  changes or  revisions  of the  Building  Plans  without the
consent of TENANT.

      C. TENANT's  Work.  TENANT's Work shall include only the work described in
Exhibit B-1.  Exhibit B-1 shall be updated to include  TENANT's  Building  plans
when the same have been  prepared.  Prior to  delivery of  possession,  LANDLORD
shall,  on  such  date(s)  as it may  deem  consistent  with  good  construction
practice,  make the Premises available to TENANT for the performance of TENANT's
Work by TENANT  prerequisite to the opening of its business or for the moving of
fixtures or equipment  owned by TENANT into the Leased  Premises.  TENANT agrees
that with respect to such  activities  and work during such period,  it will (i)
not damage,  delay or interfere  with the  prosecution or completion of any work
being  performed by LANDLORD;  (ii) comply with all procedures  and  regulations
prescribed  by  LANDLORD  from  time to time for  coordination  of such work and
activities  with any work being  performed by  LANDLORD;  and (iii) have in full
force and effect  comprehensive  general  liability  insurance  as called for in
Article 18 hereof satisfactory to LANDLORD.

     D. TENANT's  Termination  Rights. If LANDLORD has not begun LANDLORD's Work
by the Starting Date, TENANT shall have the right to terminate this Lease at any
time thereafter, but before LANDLORD begins LANDLORD's Work. If LANDLORD has not
completed  LANDLORD's  Work by July 1, 1997, for any reason  whatsoever,  TENANT
shall have the right to terminate this Lease at any time thereafter,  but before
LANDLORD's  Work  has  been  completed.  TENANT's  termination  rights  shall be
exercised by written notice to LANDLORD,  and upon the giving of such notice the
One Million  Dollars  ($1,000,000.00)  sum plus  interest in the escrow  account
described in Article 5 hereof shall be returned to TENANT upon  certification to
the escrow agent by TENANT of its termination of this Lease, and all obligations
and liabilities of the parties under this Lease shall cease and terminate.

     E. Entry and Inspection by TENANT. During the course of construction TENANT
shall  appoint  representative(s)  who shall be on site on a daily basis and who
shall  have the  right to enter the  Leased  Premises  to  inspect  and  monitor
LANDLORD'S Work and the progress  thereof,  to approve changes  therein,  and to
install TENANT's fixtures,  equipment and inventory, and for purposes incidental
thereto.  TENANT  shall  provide  LANDLORD  with a listing  of  persons  who are
authorized to approve changes to LANDLORD's Work.

     F.  Alterations and Decoration.  TENANT shall have the right,  from time to
time,  to  redecorate  the Leased  Premises,  to add or remove  windows,  doors,
doorways  and loading  docks and to make such other  interior  and/or  exterior,
structural and/or nonstructural installations, erections, changes, modifications
and alterations in, on or to such parts of the Leased Premises (and the roof and
walls) as TENANT shall deem  expedient or desirable for its  purposes,  provided
such  installations,  erections,  alterations  and changes  shall not impair the
structural  soundness  of the  Building.  TENANT  shall not,  however,  make any
structural  change to the Building  which will result in a change in the area of
the Leased  Premises  (except minor changes  resulting from the  construction of
additional loading docks and doorways) without first having obtained  LANDLORD's
written  consent  thereto,  which  LANDLORD  agrees  shall not  unreasonably  be
withheld  or  delayed.  Within  a  reasonable  time  before  beginning  any work
affecting the structure of the Building,  TENANT shall submit  complete  working
drawings  and  specifications  therefor  to  LANDLORD  for its  approval,  which
approval  shall not be  unreasonably  withheld or delayed.  All salvage from any
such work shall  belong to TENANT,  but all  permanent  improvements  (except as
otherwise  provided  herein)  shall  belong to LANDLORD and become a part of the
realty.  LANDLORD  agrees  that  during the term  hereof,  it shall not make any
alterations  or additions to the Premises  without  obtaining  the prior written
consent of TENANT.
ARTICLE 11.  (INSURANCE).

      A.  Liability  Insurance.  Effective  upon the  Commencement  Date or such
earlier  time as  possession  of the Leased  Premises or any portion  thereof is
delivered to TENANT,  TENANT shall maintain with respect to the Premises (or the
portions  thereof  which are occupied by TENANT) and its  activities  thereon or
therefrom  broad form  comprehensive  general  liability  insurance with minimum
limits of  liability of at least Five Million  Dollars  ($5,000,000.00).  TENANT
shall deliver a certificate of such insurance to LANDLORD upon the  commencement
of the term and continuing  evidence of such coverage  annually.  Such insurance
policy  shall be in a form  reasonably  satisfactory  to  LANDLORD  and shall be
placed with a company  qualified  to do  business in the  location of the Leased
Premises and which is reasonably  acceptable to LANDLORD,  and shall provide the
same cannot be canceled without at least thirty (30)days prior written notice to
LANDLORD.

     Renewal insurance  certificates shall be provided to LANDLORD not less than
thirty (30) days preceding the expiration of the prior policy.

     B.     Personal  Property  Insurance.  TENANT shall carry, with respect to
its  personal   property,   fixtures  and  equipment   upon  and  its  leasehold
improvements  to the Premises,  insurance  against fire and such other insurance
and  coverages  as may be required  by law or be  dictated  by prudent  business
practices.

     C.     Worker's   Compensation   Insurance.   TENANT   shall  carry   
worker's compensation insurance covering all its employees,  and if TENANT shall
contract with any independent  contractor for the furnishing of labor, materials
or services to TENANT.

     D. Limits.  The limits and nature of insurance  hereinabove  provided  may,
from  time to time,  be  increased  and  expanded  so as to  provide  comparable
protection  subject to  conditions  existing  from time to time as determined by
LANDLORD  and  TENANT.  No  insurance  shall be required to be carried by TENANT
hereunder until the Commencement Date shall have occurred except with respect to
the making of its improvements in the Leased Premises.

     E. Fire Or  Casualty.  On and after the  Commencement  Date,  TENANT  shall
maintain with respect to Building fire  insurance  (with  "special  coverage" or
"all risk" endorsements  including "differences in conditions") in an amount not
less than the full  replacement  cost  thereof  naming  LANDLORD  and  TENANT as
insureds.  For the purposes of this Article the Leased  Premises shall be deemed
to include, without limitation,  improvements to the realty which may, from time
to time,  be made  (whether  by  TENANT  or  others),  such as  painting,  light
fixtures,  floor  coverings,  partitions,  and signs, to the extent the same are
customarily  insurable  as a part of the realty and  covered  by  TENANT'S  fire
insurance.  The proceeds of such insurance  shall be applied in accordance  with
Article 16 hereof.

     F. Waiver of Subrogation. LANDLORD and TENANT agree that (insofar as and to
the extent that such agreement may be effective  without  invalidating or making
it impossible to secure insurance coverage or payment from responsible insurance
companies doing business in the State of Ohio) with respect to any property loss
which is  covered  by  insurance  then  being  carried  by  LANDLORD  or TENANT,
respectively, the party carrying such insurance and suffering said loss releases
the other of and from any and all claims  with  respect  to such loss;  and they
further agree that their respective  insurance  companies shall have no right of
subrogation against the other on account thereof,  even though extra premium may
result therefrom, unless the same would invalidate or prevent payment under said
policies of insurance.

ARTICLE 12.  (INDEMNITY).

      A.  TENANT's  Indemnity.  After  delivery  of the Leased  Premises  or any
portion thereof to TENANT,  TENANT will indemnify  LANDLORD and save it harmless
and defend it from and against any and all claims, actions, damages,  liability,
losses and expenses in  connection  with loss of life,  personal  injury  and/or
damage to  property  arising  from or out of any  occurrence  in, upon or at the
Leased Premises,  or the occupancy or use by TENANT of the Leased  Premises,  or
any part  thereof,  or  occasioned  wholly or in part by any act or  omission of
TENANT,  its  agents,  contractors  and their  employees,  employees,  servants,
lessees or concessionaires,  except to the extent that the same (i) results from
the negligence or wrongful act of LANDLORD or its servants, agents, contractors,
or invitees or (ii)  related to the  existence  of  Hazardous  Waste (as defined
below) on the Premises or adjoining  premises prior to the Commencement Date, or
(iii) the same occurs in a portion of the Premises  not yet  delivered to TENANT
or as a result of construction activities being conducted by LANDLORD.

      B. Hazardous  Waste  Indemnity.  TENANT hereby  indemnifies  and agrees to
defend,  protect and hold LANDLORD,  its employees or agents,  harmless from and
against any and all losses,  liabilities,  fines,  charges,  damages,  injuries,
penalties,  response  costs,  costs,  expenses  and claims of any and every kind
whatsoever  paid,  incurred or suffered  by, or  asserted  against the  LANDLORD
including,  without  limitation,  the costs of any required or necessary repair,
cleanup  or  detoxification,  and  the  preparation  and  implementation  of any
closure,  remedial or other required plan and all reasonable  costs and expenses
incurred by LANDLORD in  connection  therewith,  including,  but not limited to,
reasonable  attorneys' fees for, with respect to the escape,  seepage,  leakage,
spillage, discharge,  emission, discharging or release of any Hazardous Material
(as  hereinafter  defined)  from or on the Leased  Premises  after  TENANT takes
possession  of the same as a result of the  actions  of TENANT or its  servants,
agents,  or  subcontractors,  except to the extent  that the same  results  from
Hazardous  Waste present on the Leased  Premises or adjoining  premises prior to
the time TENANT has taken possession of the same (including, without limitation,
any losses,  liabilities,  damages, injuries, costs, expenses or claims asserted
or arising under any 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 Material).

      LANDLORD hereby indemnifies and agrees to defend, protect and hold TENANT,
its  employees  or  agents,  harmless  from  and  against  any and  all  losses,
liabilities,  fines,  charges,  damages,  injuries,  penalties,  response costs,
costs,  expenses and claims of any and every kind whatsoever  paid,  incurred or
suffered by, or asserted against the TENANT including,  without limitation,  the
costs of any required or necessary repair,  cleanup or  detoxification,  and the
preparation and implementation of any closure,  remedial or other required plans
and  all  reasonable  costs  and  expenses  incurred  by  TENANT  in  connection
therewith,  including,  but not limited to, reasonable attorneys' fees for, with
respect to, or as a direct or indirect  result of the  presence on or under,  or
the escape, seepage,  leakage,  spillage,  discharge,  emission,  discharging or
release of any Hazardous Material (as hereinafter defined) from or on the Leased
Premises  occurring prior to TENANT taking  possession of the Leased Premises or
resulting  from  the   negligence  of  LANDLORD,   its  agents,   servants,   or
subcontractors (including, without limitation, any losses, liabilities, damages,
injuries, costs, expenses or claims asserted or arising under any 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 Material).

      For purposes herein, the term "Hazardous  Material" means and includes any
flammable  explosives,  oil,  radioactive  materials,  or  hazardous,  toxic  or
dangerous  waste,  substance or related material  included,  but not limited to,
substance   defined  as  such  in  (or  for  purposes   of)  the   Comprehensive
Environmental  Response,  Compensation,  and Liability Act as amended, 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
dangerous  waste,  substance  or  material,  as now or at any time  hereafter in
effect.

ARTICLE 13.  (MECHANIC'S  LIENS).  TENANT and LANDLORD agree to promptly pay all
sums of  money  in  respect  of any  labor,  services,  materials,  supplies  or
equipment  furnished or alleged to have been  furnished to, in, at, or about the
Leased Premises, or furnished to their respective agents, employees, contractors
or  subcontractors,  which  may  be  secured,  by  any  mechanics,  materialman,
suppliers  or other type of lien against the Leased  Premises.  In the event any
such or similar lien shall be filed, the party responsible therefor shall within
twenty-four  (24) hours of receipt of notice  thereof,  give notice to the other
party of such lien, and shall,  within ten (10) days after  receiving  notice of
the  filing of the lien,  discharge  such lien by  payment of the amount due the
lien claimant.

     However,  LANDLORD or TENANT may in good faith  contest such lien  provided
that within such ten (10) day period, TENANT or LANDLORD provides the other with
a surety  bond  protecting  against  said  lien in an  amount  at least  one and
one-half (1-1/2) times the amount claimed as a lien.

ARTICLE 14.  (ASSIGNMENT  OR  SUBLETTING).  TENANT shall and agrees not to sell,
assign, mortgage,  pledge, franchise or in any manner transfer this Lease within
six (6) years of the commencement of this Lease, and thereafter, shall not do so
without the previous  written  consent of the LANDLORD,  in each instance  first
obtained, which consent shall not be unreasonably withheld.  Notwithstanding the
foregoing,  TENANT may at any time  sublease  all or portions of the Building or
the Leased Premises for a term not to exceed the balance of the term hereof plus
extensions  thereof  theretofore duly exercised by TENANT, and TENANT may assign
the  lease  in  connection  with  a  merger,  consolidation,   sale  of  all  or
substantially  all of the  assets  or  stock of  TENANT,  or the  like,  or to a
subsidiary or to an affiliate of TENANT.  Consent by LANDLORD to one  assignment
of this  Lease or to one sale,  mortgage,  pledge or other  transfer,  including
licensing  or the grant of a  concession,  shall  not be a waiver of  LANDLORD's
right under this Article as to any subsequent  similar  action.  Notwithstanding
any assignment or subletting, TENANT shall remain fully liable on this Lease and
shall not be released from performing any of the terms, covenants and conditions
of this Lease.  This  prohibition  includes any  subletting or assignment  which
would otherwise occur by operation of law.

      Notwithstanding   anything  herein  contained  to  the  contrary,   unless
otherwise  agreed  at any  time by the  relevant  State  Authority  funding  the
applicable  Grant  described  in Article 5 B.  (iv),  should  TENANT  assign its
interest in this Lease to a party other than to (i) a subsidiary or affiliate or
(ii) a party to a merger, consolidation,  or sale of all or substantially all of
the  assets of stock of  TENANT,  which has not  agreed to  directly  assume the
obligations  undertaken  by TENANT with  respect to the  creation of  employment
opportunities,  then the  amount of each such  Grant  shall be  treated as being
amortized  over ten (10)  years on a  straight  line basis from the date of such
Grant, and any unamortized  portion thereof at the time of such assignment shall
be payable  to the City of  Ironton,  Ohio  within  thirty  (30) days after such
assignment.

     LANDLORD'S  rights to assign this Lease are and shall  remain  unqualified.
Upon any sale of the Leased  Premises  and provided  the  purchaser  assumes all
obligations under this Lease,  LANDLORD shall thereupon be entirely freed of all
obligations of the LANDLORD  hereunder and shall not be subject to any liability
resulting  from any act or omission or event  occurring  after such  conveyance,
except that any covenant or  obligation  of LANDLORD  hereunder  affecting  land
owned or payment of Loans or cash flow  shall  continue.  Upon the sale or other
transfer of  LANDLORD'S  interest in this Lease,  TENANT agrees to recognize and
attorn to such transferee as LANDLORD,  and TENANT further agrees to execute and
deliver a recordable  instrument setting forth the provisions of this paragraph.
In the event of any such  transfer by  LANDLORD,  TENANT  may, at its  election,
arrange to pay its rent  directly to the holders of the Loans to ensure that the
same are reduced in accordance with Schedules 1 and 2 hereof.

ARTICLE 15.  (EMINENT DOMAIN).

      A. Taking  Resulting In  Termination  Of Lease.  If at any time during the
term of this Lease or any extension  thereof the whole or  substantially  all of
the Leased Premises shall be taken for any public or quasi-public purpose by any
lawful  power or  authority  by the  exercise  of the right of  condemnation  or
eminent  domain or by agreement  between the LANDLORD  and those  authorized  to
exercise  such  right in lieu of such  taking,  this  Lease and the term  hereby
granted,  shall terminate and expire on the date of such taking, and the Minimum
Annual  Rent and  additional  rent and all other  charges  herein  reserved  and
provided to be paid by TENANT shall be  appropriately  adjusted and  apportioned
and paid to the date of such taking.

      In the event of a taking of a portion of the Leased Premises, TENANT shall
have the right to terminate this Lease effective as of the date of the taking by
giving the other in writing notice of such  termination  within thirty (30) days
after TENANT receives notice of the taking if:

            (i)   As a result of the taking the Leased  Premises  are  deprivedo
of access from the public road serving the same; or

            (ii) Such part of the  Building or parking  areas are taken as would
render  the  balance  of said  Building  or parking  areas,  after  restoration,
unsuitable  in TENANT's  reasonable  judgment  for the proper  operation  of its
business.

      Upon any termination  under the provisions of this Article 15, the Minimum
Annual Rent,  additional  rent, and all other sums to be paid by TENANT shall be
appropriately adjusted and apportioned and paid to the date of such taking.

      In the event a taking results in the termination of this Lease pursuant to
the  applicable  provisions,  then  TENANT may  exercise  its option to purchase
hereunder (on or after  September 1, 1998) at any time within one hundred eighty
(180) days prior to such  taking,  and in such  event,  the net  proceeds of any
award or awards,  after the payment of all  expenses  incurred  in the  recovery
thereof,  shall be distributed to TENANT. If TENANT does not purchase,  then the
net proceeds of any award shall be distributed as follows:

            (i) By paying  to the  holders  of the Loans an amount  equal to the
unpaid  balance  of the Loans  plus  interest  after  payment  by  LANDLORD  and
application  against the Loans of all cash on hand  generated from this Lease in
excess of the  product of Twenty  Five  Thousand  Dollars  ($25,000.00)  and the
number of full  Lease  Years  from the  Commencement  Date  through  the date of
termination  which is or should have been in the  possession of LANDLORD at such
time in accordance with Schedules 1 and 2;

            (ii) Unless otherwise agreed by the relevant State Authority funding
the applicable  Grant,  by paying to the City of Ironton,  Ohio the  unamortized
portion of any such Grant at the time of  termination  (such Grant being treated
as being amortized over ten (10) years on a straight line basis from the date of
such Grant); and

            (iii)  Any balance remaining shall be payable to TENANT.

      In such event, any prepaid rental shall be returned to TENANT and LANDLORD
shall be  permitted  to retain  any  amounts  of cash on hand in its  possession
generated  from this Lease up to an amount  equal to the  product of Twenty Five
Thousand  Dollars  ($25,000.00)  and the  number of full  Lease  Years  from the
Commencement Date to the date of termination.

      B. Taking Not Resulting In Termination Of Lease.  If only a portion of the
Leased  Premises  is taken  and this  Lease is not  terminated  pursuant  to the
applicable provisions of this Article 15, then this Lease shall continue in full
force and effect with respect to that part of the Leased  Premises not so taken,
without  any effect  upon the term of this Lease or any  diminution  of TENANT'S
obligations   thereunder  except  for  the  reduction  in  Minimum  Annual  Rent
hereinafter provided.

      The net proceeds of any award or awards, after the payment of all expenses
incurred in the recovery  thereof shall be distributed in the following order of
priority:

            (i) First to  LANDLORD  and shall be used by  LANDLORD  so far as is
necessary  in  restoring  the Building  and other  improvements  constructed  by
LANDLORD pursuant to this Lease;

            (ii) To TENANT  and shall be used by TENANT so far as  necessary  in
restoring   TENANT's   improvements  to  the  Building  and  other  improvements
constructed by TENANT pursuant to this Lease;

            (iii) Any balance shall be used to reduce the  principal  balance of
the Loans,  and to the extent that there is any  excess,  it shall be payable to
TENANT.

      From the date of the  taking  and until  completion  of such  restoration,
TENANT  shall be entitled to a fair and  proportionate  abatement of the Minimum
Annual Rent  according to the extent to which there has been  interference  with
its operation of its business. Upon completion of such restoration,  the Minimum
Annual Rent thereafter  payable shall be reduced equitably and  proportionately,
based upon the extent to which  TENANT's  use of the  Leased  Premises  has been
affected  and the  amount  that the  principal  balance  of the  Loans  has been
reduced,  such that the balance of the Loans  shall  amortize to the amounts set
forth in Schedule 2 at the conclusion of the Initial Term.

ARTICLE 16. (DESTRUCTION).  If the Leased Premises shall be partially damaged by
any  casualty  insurable  under  the  insurance  policy  paid for by the  TENANT
pursuant  to the terms  hereof,  TENANT  shall,  upon  receipt of the  insurance
proceeds and except as provided  below,  promptly repair the same (including any
repairs to TENANT's improvements made hereunder).  If the Leased Premises (a) by
reason of such occurrence are rendered wholly untenantable or (b) are damaged as
a result of a risk which is not covered by  insurance  or (c) are  destroyed  or
damaged to the extent of at least Thirty Five Percent (35%), Twenty Five Percent
(25%),  or  Fifteen  Percent  (15%) of the total  cost of  replacing  the Leased
Premises, during the third-last,  second-last, or last year, respectively of the
Initial Term or of any Extension Term hereof,  or (d) are at any time damaged to
the extent of Sixty Percent (60%) or more of the then  monetary  value  thereof,
then or in any of such  events,  TENANT may elect to cancel this Lease by notice
of cancellation within sixty (60) days after such event and thereupon this Lease
shall expire.

      In the event that this Lease is terminated by TENANT pursuant to the terms
hereof,  the  insurance  proceeds  shall be  payable in the  following  order or
priority:

            (i) By paying  to the  holders  of the Loans an amount  equal to the
unpaid  balance  of the Loans  plus  interest  after  payment  by  LANDLORD  and
application  against  the Loans of any cash on hand  generated  from this  Lease
which is in LANDLORD's possession or which should be in LANDLORD's possession in
accordance  with  Schedules  1 or 2 in excess  of the  product  of  Twenty  Five
Thousand  Dollars  ($25,000.00)  and the  number of full  Lease  Years  from the
Commencement Date through the date of termination;

            (ii) Unless otherwise agreed by the relevant State Authority funding
the applicable  Grant,  by paying to the City of Ironton,  Ohio the  unamortized
portion of any such Grant at the time of  termination  (such Grant being treated
as being amortized over ten (10) years on a straight line basis from the date of
such Grant); and

            (iii)  Any balance remaining shall be payable to TENANT.

      In such event, any prepaid rental shall be returned to TENANT and LANDLORD
shall be  permitted  to retain  any  amounts  of cash on hand in its  possession
generated  from this Lease up to an amount  equal to the  product of Twenty Five
Thousand  Dollars  ($25,000.00)  and the  number of full  Lease  Years  from the
Commencement Date to the date of termination.

      If at any time  during  the  term,  the  whole  or any part of the  Leased
Premises shall be destroyed or damaged by fire or other  casualty,  then in each
such case the rent and the other charges payable by TENANT shall be abated in an
amount  which  reflects  the nature  and  extent of the  injury to the  business
conducted in the Leased Premises at the time of the destruction or damage and to
which the Leased  Premises have been thereby  rendered  unfit for their intended
purposes,  as well as the extent to which the Leased  Premises have thereby been
rendered  unfit  for the  conduct  of such  business  and the  amount  that  the
principal  balance of the Loans has been  reduced,  such that the balance of the
Loans shall amortize to the amounts set forth in Schedule 2 at the conclusion of
the Initial Term. Such abatement shall come into effect on the date on which the
destruction  or damage  occurred and shall continue in effect until LANDLORD has
restored the Leased Premises to then prior condition, and for any further period
of time which TENANT,  in the exercise of reasonable  diligence,  may require to
open the restored  portion of the Leased  Premises for business in normal manner
or, if this Lease is terminated because of the destruction or damage,  until the
termination date.

ARTICLE 17.  (SURRENDER OF PREMISES).  This Lease shall  terminate at the end of
the Initial Term hereof, or any Extension Term hereof,  and TENANT hereby waives
notice to vacate the Leased  Premises and agrees that LANDLORD shall be entitled
to the benefit of all  provisions  of law  respecting  the  summary  recovery of
possession  of  premises  from a tenant  holding  over to the same  extent as if
statutory  notice had been given.  For the period of six (6) months prior to the
expiration  of the Initial Term or any Extension  Term  (provided the option for
the next Extension Term has not been  exercised),  LANDLORD shall have the right
to  display on the  exterior  of the  Leased  Premises  in any window or doorway
thereof,  the customary sign "For Rent" and during such period LANDLORD may show
the Leased  Premises and all parts thereof to prospective  tenants during normal
business hours.

     On the last day of the term, as the same may be extended,  or on the sooner
termination  thereof,  TENANT shall  peaceably  surrender the Leased Premises in
good  order,  condition  and repair,  broom  clean,  fire and other  unavoidable
casualty  and  reasonable  wear and tear  only  excepted.  TENANT  shall,  at is
expense,  remove  its  trade  fixtures,  equipment,  and signs  from the  Leased
Premises  and any  property  not  removed  on the last day of the term  shall be
deemed abandoned. Any abandoned fixtures or property of TENANT may be removed by
LANDLORD,  the cost of which shall be charged to TENANT as additional  rent. Any
damages  caused by TENANT in the  removal of such items shall be repaired at the
TENANT'S expense. All alterations,  additions,  improvements and fixtures (other
than TENANT'S signs,  trade fixtures,  and equipment) which shall have been made
or installed by either  LANDLORD or TENANT upon the Leased Premises and all hard
surface  bonded  or  adhesively  affixed  flooring,  shall  remain  upon  and be
surrendered  with  Leased  Premises  as a  part  thereof,  without  disturbance,
molestation or injury,  and without charge,  at the expiration or termination of
this Lease and shall then become property of LANDLORD. If the Leased Premises be
not so surrendered,  TENANT shall indemnify LANDLORD against loss,  liability or
expense  resulting from delay by TENANT in so surrendering  the Leased Premises,
or failure to leave the Leased  Premises  in the  condition  required  hereunder
including, but not limited to, claims made by any succeeding tenant founded upon
such delay.  TENANT shall promptly  surrender all keys to the Leased Premises to
LANDLORD at the place then fixed for payment of rent and shall  inform  LANDLORD
of combinations on any locks and safes on the Leased Premises.

ARTICLE 18.  (DEFAULT).  The following shall be Events of Default hereunder:

      A. A default in the payment,  when due, of any rent, whether additional or
Minimum which exists ten (10) days after TENANT's receipt of written notice from
LANDLORD that the same shall be due.

      B. A default in the performance of any of TENANT'S  obligations under this
Lease other than those set forth in paragraph (a) above which exists thirty (30)
days, and such additional  time, if any, as is reasonably  necessary to cure the
default if the  default is of such a nature that it cannot be  reasonable  cured
within  thirty (30) days,  after the TENANT shall have received  written  notice
from the LANDLORD of such default;  provided,  however,  that nothing  contained
herein shall be construed as precluding  the LANDLORD from having such remedy as
may be and become  necessary in order to preserve the LANDLORD'S  rights and the
interests of the LANDLORD in the Leased Premises and in this Lease,  even before
the expiration of the grace period provided for in this paragraph, if, under the
particular  circumstances  then  existing,  the  allowance  of such grace or the
giving of such notice  would  prejudice or endanger the rights and estate of the
LANDLORD in this Lease and in the Leased Premises.

     So long as any Event of Default shall exist, then LANDLORD, in addition to,
and not in limitation  of, any and all other rights or remedies  available to it
by law,  shall have the right,  without  notice to  terminate  this Lease and to
reenter  upon the  Leased  Premises  (with or  without  process of law where the
default consists of nonpayment of rent, the TENANT hereby waiving any demand for
possession of the Leased  Premises).  TENANT covenants and agrees that upon such
termination,  TENANT will surrender and deliver up the Leased Premises peaceably
to LANDLORD,  or the agent or attorney for the LANDLORD,  immediately  upon such
termination.  TENANT covenants, in case of any termination by reason of an Event
of Default by TENANT  hereunder,  to pay  LANDLORD  all costs of  enforcing  its
rights under this Lease (including,  without limitation,  reasonable  attorneys'
fees and  expenses),  and loss of rent during the then  current  term.  LANDLORD
agrees to utilize  reasonable  efforts to relet the Leased Premises in the event
of such termination.

ARTICLE 19.  (HOLDING  OVER).  In the event TENANT  remains in possession of the
Leased  Premises after the expiration of this Lease and without the execution of
a new Lease,  it shall be deemed to be occupying the Leased Premises as a tenant
at will at one and one  quarter  (1.25)  times the  Minimum  Annual Rent last in
effect, subject to all the conditions,  provisions and obligations of this Lease
insofar as the same can be applicable to a tenancy at will, cancelable by either
party upon thirty (30) days written notice to the other.

ARTICLE 20. (INSPECTION). TENANT will permit LANDLORD, its agents, employees and
contractors to enter all parts of the Leased Premises to inspect the same and to
enforce or carry out any  provision  of this Lease upon  forty-eight  (48) hours
written notice to TENANT, or immediately in case of an emergency.

ARTICLE 21.  (NON-WAIVER).  No reference  to any specific  right or remedy shall
preclude  either party from  exercising any other right or from having any other
remedy or from  maintaining  any action to which it may  otherwise  be  entitled
either at law or in equity.

     Either party's failure to insist upon a strict  performance of any covenant
of this Lease or to exercise any option or right herein contained shall not be a
waiver of relinquishment  for the future of such covenant,  right or option, but
the same shall remain in full force and effect.

ARTICLE  22.  (SUBORDINATION).  LANDLORD  reserves  the  right  to  subject  and
subordinate  this Lease to the lien of any mortgage or  mortgage(s)  hereinafter
placed against  LANDLORD'S  interest in said Leased Premises to secure the Loans
in amounts no greater than as set forth in  Schedules 1 and 2. TENANT  covenants
and agrees to execute and deliver upon demand of LANDLORD,  its  successors  and
assigns,  at any time  during the term  hereof,  such  further  instruments  and
certificates  subordinating  this Lease to a lien of any  mortgage  securing the
Loans, provided that all such instruments,  of subordination shall recognize the
validity and  contents of this Lease and the rights of the TENANT  herein in the
event of a foreclosure  of such mortgage upon the interest of LANDLORD,  as long
as TENANT shall have  faithfully  performed  all of the terms and  covenants and
conditions  of this  Lease,  and shall not be in default  under the terms of any
such mortgage as aforesaid.

      Whether  or not this  Lease is  subordinated  to any  mortgages,  LANDLORD
shall,  within thirty (30) days of execution hereof,  secure written  agreements
from each holder of the Loans  recognizing  this Lease,  agreeing not to disturb
TENANT's possession hereunder, and agreeing to and recognizing the prepayment of
rental by TENANT hereunder and the option to purchase of TENANT hereunder.

ARTICLE 23.  (CAPTIONS &  HEADINGS).  The  captions  and  headings  used herein 
are intended only for the convenience of the reference and are not to be used in
constructing this instrument.

ARTICLE 24.  (APPLICABLE  LAW).  This Lease shall be construed under the laws of
the State of Ohio. If any provision of this Lease,  or portion  thereof,  or the
application  thereof to any person or  circumstances  shall,  to any extent,  be
invalid or  unenforceable,  the  remainder  of this Lease  shall not be affected
thereby and each  provision of this Lease shall be valid and  enforceable to the
fullest extent permitted by law.

ARTICLE 25.  (SUCCESSORS).  This Lease and the covenants and  conditions  herein
contained  shall  inure to the  benefit of and be  binding  upon  LANDLORD,  its
successors and assigns, and upon TENANT, its successors and permitted assigns.

ARTICLE  26.  (SIGNAGE).  TENANT may erect such  signs in the  Leased  Premises 
as are permitted under law.

ARTICLE  27.  (NO  PARTNERSHIP).  Any  intention  to  create  a  joint  venture 
or  partnership   relation  between  the  parties  hereto  is  hereby  expressly
disclaimed.

ARTICLE 28. (ESTOPPEL). TENANT agrees that at any time, and from time to time at
reasonable  intervals,  within ten (10) days after written  request by LANDLORD,
TENANT  will   execute,   acknowledge   and  deliver  to  LANDLORD,   LANDLORD'S
mortgagee(s),  or an assignee  designated by LANDLORD,  a writing ratifying this
Lease and certifying:

            (i)   that TENANT has entered  into  occupancy  of the Leased 
Premises and the date of such entry if such is the case;

            (ii) that this Lease is in full force and  effect,  and has not been
assigned, modified, supplemented or amended in any way (or if there has been any
assignment, modification, supplement or amendment, identifying the same),

      (iii) that this Lease represents the entire agreement between LANDLORD and
TENANT as to the  subject  matter  hereof (or if there has been any  assignment,
modification, supplement or amendment, identifying the same);

            (iv) the date of commencement and expiration of the term;

            (v) that all conditions under this Lease to be performed by LANDLORD
have been satisfied (and, if not, what conditions remain unperformed);

            (vi) that to the knowledge of the signer of such writing, no default
exists in the  performance  or  observance  of any covenant or condition in this
Lease  and  there are no  defenses  or  offsets  of which  the  signer  may have
knowledge;

            (vii) that Minimum  Annual Rent and all other rentals have been paid
under this Lease.

ARTICLE 29.  (OPTION).

      A.    Option.  The LANDLORD  hereby  grants to the TENANT the  exclusive  
and irrevocable  option to purchase the Leased Premises  subject to the terms of
this Article 29.

      B.    Price.  The  purchase  price that TENANT  shall pay to LANDLORD for
the Leased  Premises  shall be an amount  equal to the sum of the amounts of all
principal  outstanding and interest payable under the Bank Loan, State 166 Loan,
and CDBG Loan  described  in  Schedule 1 plus,  unless  otherwise  agreed by the
relevant State Authority funding the applicable  Grant, the unamortized  portion
of any such Grant at the time of  termination  (each such Grant being treated as
being  amortized  over ten (10) years on a straight  line basis from the date of
such Grant, such amount to be paid to LANDLORD or the City of Ironton,  Ohio, as
LANDLORD  may  direct),  less the  greater  of (i) any  amounts  of cash on hand
resulting  from  the  Lease in the  possession  of  LANDLORD  at the time of the
closing,  and (ii) such amounts as should have been in LANDLORD's  possession at
such time in accordance  with Schedules 1 and 2, in either case in excess of the
product of the number of full lease years as have elapsed from the  Commencement
Date to the time of the closing and Twenty Five Thousand Dollars ($25,000.00).

      C. Term.  The option  hereby  granted  may be  exercised  at any time  
during the Initial  Term after  September 7, 1998 or during any  Extension  Term
hereof,  so  long as this  Lease  is in full  force  and  effect  at such  time,
provided,  however,  that the  closing  hereunder  shall not occur  prior to the
expiration  of the  second  Lease  Year of the term  except as herein  otherwise
provided.

      D.  Exercise of Option.  The option  hereby  granted  shall be  exercised
by written notice delivered to the Landlord at the address stated herein.
      E. Title.  On the  exercise  by the TENANT of the option to  purchase  the
Leased  Premises,  the LANDLORD  agrees to convey good and marketable fee simple
title to the Leased  Premises  free and clear of all liens,  mortgages and other
encumbrances  and  subject  only to: (i)  matters  set forth on Exhibits A and C
hereof,  and  (ii)  encumbrances,  restrictions,  easements  and  other  matters
affecting  title to the land which are  created  subsequent  to the date of this
Lease and approved at such time by the TENANT.

      F.  Closing.  The sale hereby contemplated will be consummated as follows:

      (i) Closing Date:  The date of closing will be the date  specified by the 
TENANT by written  notice to the  LANDLORD  but no earlier than thirty (30) days
after exercise of the option.

            (ii) Seller's Instruments:  At closing, the LANDLORD will deliver or
cause to be delivered to the TENANT a warranty deed covering the Leased Premises
and such additional  documents as shall be reasonably requested by the TENANT to
consummate the purchase by the TENANT.

            (iii) Buyer's  Instruments:  At closing,  the TENANT will deliver to
the LANDLORD  current  funds in the amount of the  purchase  price of the Leased
Premises and such additional  documents as shall be reasonably  requested by the
LANDLORD to consummate the sale to the TENANT.

ARTICLE  30.  (NOTICES).  Any notice  desired or required to be given under this
Lease shall be sent  postage  prepaid,  registered  or  certified  mail,  return
receipt  requested,  as  to  LANDLORD:   Lawrence  County  Economic  Development
Corporation,  P.O. Box 488, South Point, Ohio 45680, and as to TENANT: Cabletron
Systems,  Inc., 35 Industrial Way,  Rochester,  New Hampshire 03867,  Attention:
Contracts Department, with a copy to Michael D. Myerow, Esquire at 1000 Franklin
Village Drive,  Franklin,  Massachusetts 02038, or at such other address as each
party may from time to time designate in writing to the other.

ARTICLE 31. (TITLE & ZONING).
 
A.  LANDLORD's  Title  Warranties.  LANDLORD  hereby  covenants  with TENANT and
warrants and  represents to TENANT that LANDLORD is the record owner of the land
described in Exhibit A in fee simple absolute.  LANDLORD further  covenants with
TENANT and also warrants and represents to TENANT as follows:

            (i) that the Leased Premises,  and all right of TENANT hereunder are
free and clear of all encumbrances and restrictions (whether contained in deeds,
leases or other instruments or agreements)  except those described in Exhibit C;
and

      (ii) that  this  Lease is and shall  remain  prior to all other  interests
covering the Leased  Premises,  subject only to any mortgage to which this Lease
may be subordinated in accordance with the terms of this Lease; and

      (iii) that  LANDLORD  and each  person  executing  this Lease on behalf of
LANDLORD  (or in  any  representative  capacity)  have  full  right  and  lawful
authority to execute this Lease; and

      (iv) that there is no legal  impediment  whether arising out of any matter
described in Exhibit C, or out of any Building,  zoning, fire, health, safety or
(environmental  protection law, or otherwise) to the construction and use of the
Leased  Premises  for  their  intended  purposes  and  in  accordance  with  the
provisions  of this Lease,  or to the  exercise  and  enjoyment by TENANT of its
rights and privileges under this Lease; and

      (v) that, as of the Commencement  Date,  LANDLORD shall have complied with
all  federal,  state and local  environment  laws,  ordinances  and  regulations
applicable to the Leased  Premises (as a Building rather than for any particular
use),  so that the business to be  conducted by TENANT from the Leased  Premises
may be operated in a normal manner and without hindrance or molestation from any
person or entity on account of any failure to comply with any of the same; and

      (vi) that  LANDLORD  will not make or enter into any  agreement,  or Lease
which is  inconsistent  with any of  TENANT's  rights or  privileges  under this
Lease.

      LANDLORD  acknowledges  that  TENANT has  relied on each of the  foregoing
covenants, warranties and representations in executing this Lease, and that each
of the same is material.

     B. TENANT's Remedies.  If any warranty or representation  contained in this
Article shall prove to be false, or if any change in applicable law shall have a
material,  and  substantially  adverse  effect on  TENANT's  right to  conduct a
business in the Leased Premises,  or if LANDLORD'S failure to perform any of its
obligations  under  this  Lease or any of its  obligations  to any  governmental
authority  having  jurisdiction  over  the  Leased  Premises  shall  prevent  or
materially adversely affect TENANT'S use and enjoyment of the Leased Premises or
rights under this Lease,  then, in any such case, TENANT shall have the right to
terminate this Lease by written notice to LANDLORD sent at any time  thereafter.
TENANT's  termination  notice shall take effect on the sixtieth (60th) day after
LANDLORD's  receipt  of the  notice,  unless  the  default  or  other  condition
justifying  TENANT's  termination  has been cured or removed  prior to that day,
provided,  however,  that if LANDLORD  shall have  commenced any  administrative
and/or judicial  proceeding during such sixty (60) day period,  the objective of
which is to  contest  any such  change  in law,  or any  order,  decree,  law or
regulation  preventing  or affecting  TENANT's  use and  enjoyment of the Leased
Premises  or the Common  Facilities,  as  aforesaid,  and if  LANDLORD  shall be
diligently  prosecuting any such proceedings in good faith, then said sixty (60)
day  period  shall be  extended  through a final  adjudication  (not  subject to
further  appeal)  of any such  proceedings.  TENANT  agrees  to  cooperate  with
LANDLORD and  participate,  without cost to TENANT,  in all such  aforementioned
proceedings  instituted  by LANDLORD.  The rent and other  payments  required of
TENANT  under  this  Lease for the sixty (60) day period (as such sixty (60) day
period may be extended  pursuant  hereto) or the portion thereof ending with the
date on which the  default  or  condition  shall be cured or  removed)  shall be
abated in  proportion  to the extent of the injury to the business  conducted in
the Leased  Premises at the beginning of the period,  and LANDLORD  shall refund
all unearned rent and other charges paid in advance by TENANT.

     C. Title Certificate. Within five (5) days after execution hereof, LANDLORD
shall  deliver to TENANT at  TENANT's  expense,  a current  opinion,  running to
TENANT, of an attorney of a title insurance company (each reasonably  acceptable
to TENANT)  setting forth the state of LANDLORD's  title,  which shall  include,
without  limitation,  all encumbrances and restrictions upon the Leased Premises
and TENANT's rights hereunder as set forth in Exhibits A and C, and no others.

     D. Title  Insurance.  In addition to and without limiting any of LANDLORD's
covenants, warranties and representations or any of TENANT's remedies under this
Article 30, LANDLORD's  representative shall deliver to TENANT,  contemporaneous
with the execution of this Lease, a commitment for a leasehold  title  insurance
policy,  issued by a title insurance company reasonably  satisfactory to TENANT,
which  commitment  shall provide for the issuance to TENANT of a Leasehold title
insurance  policy insuring  TENANT's  Leasehold  interest and TENANT's option to
purchase  granted  hereof in the Leased  Premises in the amount of Five  Million
Dollars  ($5,000,000.00),  in  accordance  with  and  subject  only  to  matters
described in Exhibits A and C hereto attached. The policy shall be issued within
thirty (30) days of  execution  of this  Lease.  Upon  issuance of such  policy,
TENANT shall reimburse LANDLORD for the premiums payable in connection therewith
which are in excess of  LANDLORD's  title  insurance  costs shown in Schedule 1.
Such excess premium shall be equal to approximately Four Thousand Twenty Dollars
($4,020.00).

ARTICLE 31. (ENTIRE  AGREEMENT).  This Lease and the Exhibits thereto constitute
the full and  complete  agreement  between the  parties  hereto and there are no
other terms, obligations, covenants,  representations,  warranties or conditions
other than contained herein.

     IN WITNESS  WHEREOF,  LANDLORD  and  TENANT  have  caused  this Lease to be
signed, sealed and delivered as of the day first above written.


LANDLORD:  Lawrence County          TENANT:  Cabletron Systems, Inc.
           Development Economic
           Corporation



By: /s/ BILL DINGUS                   By: /s/ MICHAEL D. MYEROW
    Bill Dingus                           Michael D. Myerow
Its: President                        Its: Secretary


By: /s/ DON EDWARDS
    Don Edwards
Its: Treasurer