<PAGE>

                                                                   EXHIBIT 10.47

                          INDUSTRIAL SPACE LEASE -- NET

LANDLORD:                      4300 East Fifth Avenue LLC
                               1800 Moler Road
                               Columbus, Ohio 43207

TENANT:                        Value City Department Stores, Inc.
                               3241 Westerville Road
                               Columbus, Ohio 43224

LEASED PREMISES:               4320-30 East Fifth Avenue
                               Columbus, Ohio 43219
                               Building # 3

<PAGE>

                         INDUSTRIAL SPACE LEASE -- NET
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>                                                                                 <C>
I. GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS..........................       1
           1.1     Grant........................................................       1
           1.2     Term.........................................................       1
           1.3     Tenant's Pro Rata Share......................................       1
           1.4     Agent........................................................       2
           1.5     Basic Lease Provisions.......................................       2
II.  POSSESSION.................................................................       3
           2.1     Possession ..................................................       3
III. PURPOSE....................................................................       3
           3.1     Purpose......................................................       3
           3.2     Use of Real Estate...........................................       3
           3.3     Restrictions on Use of Premises..............................       4
IV. RENT........................................................................       4
           4.1     Annual Rent..................................................       4
           4.2     Interest on Late Payments....................................       4
           4.3     Additional Rent..............................................       4
V. IMPOSITIONS..................................................................       4
           5.1     Payment by Tenant............................................       5
           5.2     Alternative Taxes............................................       5
           5.3     Other Taxes..................................................       5
VI. RISK ALLOCATION AND INSURANCE...............................................       5
           6.1     Allocation of Risks..........................................       5
           6.2     Tenant's Insurance...........................................       6
           6.3     Landlord's Insurance.........................................       8
           6.4     Form of Insurance............................................       9
           6.5     Insurance Premiums...........................................       9
           6.6     Fire Protection..............................................       9
           6.7     Waiver of Subrogation........................................      10
           6.8     Disclaimer of Liability......................................      10
VII. DAMAGE OR DESTRUCTION......................................................      10
           7.1     Landlord's Obligation to Rebuild.............................      10
VIII. CONDEMNATION..............................................................      11
           8.1     Taking of Whole..............................................      11
           8.2     Partial Taking...............................................      11
           8.3     Temporary Taking.............................................      11
IX. MAINTENANCE AND ALTERATIONS.................................................      11
           9.1     Landlord's Maintenance................................... ...      11
           9.2     Tenant's Maintenance.........................................      12
           9.3     Alterations..................................................      12
X. ASSIGNMENT AND SUBLETTING....................................................      14
           10.1    Consent Required.............................................      14
           10.2    Voting Control of Tenant.....................................      15
           10.3    Other Transfer of Lease......................................      15
XI. LIENS AND ENCUMBRANCES......................................................      15
           11.1    Encumbering Title............................................      15
XII. UTILITIES..................................................................      17
           12.1    Utilities....................................................      17
XIII. INDEMNITY.................................................................      17
           13.1    Indemnity....................................................      17
XIV. RIGHTS RESERVED TO LANDLORD................................................      18
           14.1    Rights Reserved to Landlord..................................      18
           14.2    Maintenance Costs............................................      19
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                  <C>
XV. QUIET ENJOYMENT.............................................................     20
           15.1    Quiet Enjoyment..............................................     20
XVI. SUBORDINATION OR SUPERIORITY................................ ..............     20
           16.1    Subordination or Superiority.................................     20
XVII. SURRENDER.................................................................     21
           17.1    Surrender....................................................     21
           17.2    Removal of Tenant's Property.................................     21
           17.3    Holding Over.................................................     21
XVIII. ENVIRONMENTAL CONDITIONS.................................................     22
           18.1    "Environmental Condition" Defined............................     22
           18.2    Compliance by Tenant.........................................     22
           18.3    Environmental Indemnity......................................     22
           18.4    Testing and Remedial Work....................................     23
XIX. REMEDIES...................................................................     23
           19.1    Defaults.....................................................     23
           19.2    Remedies.....................................................     24
           19.3    Remedies Cumulative..........................................     25
           19.4    No Waiver....................................................     26
           19.5    Default Under Other Leases...................................     26
XX. SECURITY DEPOSIT ...........................................................     26
           20.1    Security Deposit.............................................     26
XXI. MISCELLANEOUS..............................................................     27
           21.1    Tenant's Statement...........................................     27
           21.2    Estoppel Certificates........................................     27
           21.3    Landlord's Right to Cure.....................................     27
           21.4    Amendments Must Be in Writing................................     27
           21.5    Notices......................................................     27
           21.6    Short Form Lease.............................................     28
           21.7    Time of Essence..............................................     28
           21.8    Relationship of Parties......................................     28
           21.9    Captions.....................................................     28
           21.10   Severability.................................................     28
           21.11   Law Applicable................................... ...........     28
           21.12   Covenants Binding on Successors..............................     28
           21.13   Brokerage....................................................     28
           21.14   Landlord Means Owner.........................................     28
           21.15   Lender's Requirements........................................     29
           21.16   Signs........................................................     29
           21.17   Parking Areas................................................     29
           21.18   Force Majeure................................................     29
           21.19   Landlord's Expenses..........................................     29
           21.20   Execution of Lease by Landlord...............................     30
           21.21   Tenant's Authorization.......................................     30
           21.22   Exculpatory Clause...........................................     30
           21.23   Landlord's Lien..............................................     30
           21.24   Airport Access...............................................     30
           21.25   Interest on Past Due Obligations.............................     31
</TABLE>

Exhibit A - Legal Description
Exhibit B - Site Plan
Exhibit C - Footprint of Premises
Exhibit D - Landlord's Work
Exhibit E - Subordination, Non-Disturbance and Attornment Agreement

                                       ii

<PAGE>

                         INDUSTRIAL SPACE LEASE -- NET

THIS LEASE is made this 18th day of May, 2000, by and between 4300 East Fifth
Avenue LLC, an Ohio limited liability company (hereinafter sometimes referred to
as "Landlord"), with offices at 1798 Frebis Avenue, Columbus, Ohio 43206-0410,
and Value City Department Stores, Inc. (hereinafter sometimes referred to as
"Tenant"), with offices at 3241 Westerville Road, Columbus, Ohio 43224, who
hereby mutually covenant and agree as follows:

             I. GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS

      1.1 GRANT. Landlord, for and in consideration of the rents herein reserved
and of the covenants and agreements herein contained on the part of Tenant to be
performed, hereby leases to Tenant, and Tenant hereby lets from Landlord,
premises consisting of approximately 305,087 square feet of area in Building No.
3 of the Columbus International Aircenter, which premises are commonly known as
4320-30 East Fifth Avenue, Columbus, Ohio 43219. The Columbus International
Aircenter comprises approximately 170.497 acres, more or less, of real property
in Franklin County, Ohio, which real property is legally described on Exhibit A,
'attached hereto and made a part hereof (hereinafter sometimes referred to as
the "Real Estate"). The premises are outlined on the site plan attached hereto
as Exhibit B and made a part hereof (the "Site Plan"). Said premises, together
with all improvements now located or to be located on said premises during the
term of this Lease, shall collectively be referred to herein as the "Leased
Premises". A footprint of the Leased Premises is delineated on Exhibit C,
attached hereto and made a part hereof.

      Tenant shall also have the non-exclusive right to use all common areas of
the Real Estate, as the same may be modified, altered and reduced from time to
time during the term hereof. Tenant acknowledges that Landlord may promulgate
reasonable rules and regulations in connection with the use of all such common
areas, and Tenant's use thereof shall not unreasonably interfere with the use of
said common areas by Landlord or other tenants, occupants or users of the Real
Estate, as well as their respective customers, employees, agents, licensees,
contractors, subcontractors and invitees (hereinafter collectively the
"Permitted Parties"), nor shall Tenant's use interfere with the environmental
remediation program of the United States of America, as hereinafter set forth.
Tenant acknowledges that this Lease is subject to the terms and conditions of
the Declaration of Restrictions and Easements, dated October 17, 1997, and
recorded as Instrument No. 199710170122036, Recorder's Office, Franklin County,
Ohio and Tenant agrees to comply with all provisions thereof.

      Tenant acknowledges that it shall have no right of access to Port Columbus
International Airport by virtue of this Lease. Any such access shall be pursuant
to the terms of a separate agreement between Tenant and the Columbus Airport
Authority. In the event Tenant enters into such an agreement with the Columbus
Airport Authority, Tenant agrees to abide by all of the terms and conditions
thereof, and Tenant shall indemnify Landlord in the event of any liability to
Landlord on account of Tenant's non-compliance therewith.

      1.2 TERM. The term of this Lease shall commence on September 1, 2000
(hereinafter sometimes referred to as "Commencement Date") and shall end on
August 31, 2010, unless sooner terminated as herein set forth.

      1.3 TENANT'S PRO RATA SHARE. As used in this Lease, "Tenant's Pro Rata
Share" shall initially be 10.2 percent (10.2%). Tenant's Pro Rata Share shall be
based upon a fraction, the numerator of which is the number of square feet in
the Leased Premises, and the denominator of which is the number of leasable
square feet of ground floor area of improved building space on the Real Estate,
which is approximately three million (3,000,000) square feet as of the date
hereof, as the same

<PAGE>

shall be adjusted, from time to time, during the Term hereof to reflect the then
existing number of leasable square feet on the Real Estate.

      1.4 AGENT. As used in this Lease, the term "Agent" shall mean the agent of
Landlord. Until otherwise designated by notice in writing from Landlord, Agent
shall be Schottenstein Management Company, 1800 Moler Road, Columbus, Ohio
43207, Attn: Vice President, Real Estate. Tenant may rely upon any consent or
approval given in writing by Agent or upon notice from Agent or from the
attorneys for Agent or Landlord.

      1.5 BASIC LEASE PROVISIONS. These basic lease provisions are intended for
convenience only, and any conflict between these provisions and the body of the
Lease shall be resolved in favor of the body of the Lease.

      (a)   Purpose (See Section 3.1): The Leased Premises shall be used as
            general warehousing, and for no other purpose whatsoever without the
            prior written consent of Landlord.

      (b)   Annual Rent (See Section 4.1):

<TABLE>
<CAPTION>
                                                 Monthly
 Period:              Annual Rent:            Installments:
<S>                   <C>                     <C>
Years 1-5             $ 762,717.50            $   63,559.79
Years 6-10            $ 915,261.00            $   76,271.75
</TABLE>

      (c)   Payee (See Section 4.1): 4300 East Fifth Avenue LLC.

      (d)   Payee's Address (See Sections 4.1 and 4.2): 1798 Frebis Avenue,
            Columbus, Ohio 43206.

      (e)   Form of Insurance (See Article VI): The insurance specified in
            Section 6.1 shall comply with the provisions of Section 6.2. Initial
            Tenant's Monthly Pro Rata Share of Insurance Premiums (See Sections
            4.3 and 6.5): $2,542.39.

      (f)   Initial Monitoring Service Charge (See Sections 4.3 and 6.6): $n/a
            per month.

      (g)   Water and Sewerage Charge (See Sections 4.3 and 12.1): $n/a per
            month.

      (h)   Initial Tenant's Pro Rata Share of Monthly Impositions (See Sections
            4.3 and 5.1): $6,355.98.

      (i)   Initial Tenant's Pro Rata Share of Monthly Maintenance Costs (See
            Sections 4.3, 9.1 and 14.2): $12,711.96.

      (j)   Security Deposit (See Section 20.1): None

      (k)   Tenant's Address (for notices) (See Section 21.5): 3241 Westerville
            Road, Columbus, Ohio 43224

      (l)   Landlord's Address (for notices) (See Section 21.5): 1800 Moler
            Road, Columbus, Ohio 43207, Attn: Law Department; and to 1798 Frebis
            Avenue, Columbus, Ohio 43206.

      (m)   Broker(s) (See Section 21.13): n/a

                                        2
<PAGE>

      (n)   Guarantor's Name and Address (See Separate Guaranty): n/a

      (o)   Rider: List any Riders that are attached: None

                                 II. POSSESSION

      2.1 POSSESSION. Except as otherwise expressly provided herein (or by
written instrument signed by Landlord or Agent), Landlord shall deliver
possession of the Leased Premises to Tenant on or before the Commencement Date
in their condition as of the execution and delivery hereof, reasonable wear and
tear and damage by casualty excepted, and with all work set forth on Exhibit D,
attached hereto and made a part hereof, to be performed by Landlord
substantially complete. If Landlord gives possession prior to the Commencement
Date, such occupancy shall be subject to all the terms and conditions of this
Lease. If Landlord shall be unable to deliver possession of the Leased Premises
on the Commencement Date by reason of the fact that work required to be done by
Landlord hereunder, if any, has not been substantially completed or for any
other cause beyond the control of Landlord, including delays caused by Tenant,
Landlord shall not be subject to any liability for the failure to give
possession on said date, nor shall the validity of this Lease or the obligations
of Tenant hereunder be in any way affected, except as expressly provided in the
next sentence. Under such circumstances, unless the delay is the fault of
Tenant, annual rent and other charges hereunder shall not commence until the
date possession of the Leased Premises is given to Tenant. If such delay is the
fault of Tenant, annual rent and other charges shall commence on the date
Landlord would have otherwise delivered the Leased Premises to Tenant but for
such delay caused by Tenant.

      Tenant acknowledges that Landlord intends to install a fire suppression
system to meet the National Fire Protection Association Pamphlet No. 409
standards for a Class II aircraft hangar. Any upgrade to a Class I aircraft
hangar, or usage of a Class II hangar as a Class I hangar facility, shall be at
the sole cost and expense of the Tenant.

                                  III. PURPOSE

      3.1 PURPOSE. The Leased Premises shall be used and occupied only for the
Purpose set forth in Section 1.5(a) hereof, except that no such use shall (a)
violate any certificate of occupancy or law, ordinance or other governmental
regulation in effect from time to time affecting the Leased Premises or the use
thereof, including all recorded instruments of record, (b) cause injury to the
improvements, (c) cause the value or usefulness of the Real Estate or any part
thereof to diminish, (d) constitute a public or private nuisance or waste, (e)
authorize Tenant to use, treat, store or dispose of hazardous or toxic materials
on the Real Estate, or (f) render the insurance on the Leased Premises void or
the insurance risk more hazardous, provided, however, that if Tenant's use of
the Leased Premises does make the insurance risk more hazardous then, without
prejudice to any other remedy of Landlord for such breach, Tenant shall pay to
Landlord, on demand, the amount by which Landlord's insurance premiums are
increased as a result of such use, which payment shall be in addition to the
payment by Tenant for premiums as provided in Section 6.3 hereof. Tenant shall
not use or occupy the Leased Premises contrary to any statute, rule, order,
ordinance, requirement or regulation applicable thereto.

      3.2 USE OF REAL ESTATE. Tenant acknowledges that the Real Estate is
adjacent to the Columbus International Airport (the "Airport") and the Real
Estate may be used for storage, repair, loading and unloading of airplanes and
other services associated with the Airport and airplanes. Tenant's operations at
the Real Estate and the Airport, including the hiring of employees or
contractors, shall be in full compliance with all security, safety and other
regulations of the Federal Aviation Administration, United States State
Department or other applicable governmental or quasi-

                                        3
<PAGE>

governmental authorities having jurisdiction over the Real Estate and/or the
Airport. Tenant further acknowledges that these uses generate substantial noise
and other emissions and covenants that Tenant will not interfere with these uses
of the Real Estate. Tenant consents to the above uses of the Real Estate and
agrees that such use shall not interfere with its use of the Leased Premises nor
shall Tenant permit any use of the Leased Premises which shall be inconsistent
with the use of the Real Estate and the adjacent Airport. Tenant acknowledges
and consents to any expansion of the Airport, including without limitation one
which includes a major runway, or a portion thereof, between the current Airport
runways and the Leased Premises.

      3.3 RESTRICTIONS ON USE OF PREMISES. Tenant may not conduct any refueling
of aircraft or run-ups for testing of aircraft in connection with or after
maintenance thereof in the Premises; such activities shall only take place on
the Ramp Area.

                                    IV. RENT

      4.1 ANNUAL RENT. Beginning with the Commencement Date or earlier occupancy
of the Premises, Tenant shall pay, without demand, annual rent as set forth in
Section 1.5(b) hereof payable monthly in advance in installments as set forth in
said Section. Rent shall be paid to or upon the order of Payee at the Payee's
Address. Landlord shall have the right to change the Payee or the Payee's
Address by giving written notice thereof to Tenant. If Tenant occupies the
Leased Premises for the purpose of conducting business therein prior to the
Commencement Date, Tenant shall pay annual rent and other charges hereunder on a
pro rata basis from the date of occupancy to the Commencement Date. All payments
of rent shall be made without any deduction, set off, discount or abatement
whatsoever, in lawful money of the United States.

      4.2 INTEREST ON LATE PAYMENTS. Each and every installment of rent and each
and every payment of other charges hereunder which shall not be paid when due
shall bear interest at the highest rate then payable by Tenant in the state in
which the Leased Premises are located or, in the absence of such a maximum rate,
at a rate per annum equal to four percent (4%) in excess of the announced prime
rate of interest of National City Bank, Columbus, in effect on the due date of
such installment(s), from the date when the same is payable under the terms of
this Lease until the same shall be paid; provided that payment of such interest
shall not excuse default in the payment of rent or other sums due hereunder.

      4.3 ADDITIONAL RENT. Tenant shall also pay to Landlord as additional rent
the sum of Tenant's Pro Rata Share of Impositions (defined in Section 5.1),
Monitoring Service Charge (defined in Section 6.6), Landlord's insurance
(pursuant to Article 6), Water and Sewerage Charge (pursuant to Section 12.1
(a)), Common Area Utility Charges (pursuant to Section 12.1(b), below), and
Landlord's Maintenance Costs (defined in Section 14.2). The amounts payable
pursuant to the preceding sentence shall be paid to Landlord each month on the
dates and at the place specified for the payment of annual rent, unless Landlord
notifies Tenant in writing of a different address therefor.

                                 V. IMPOSITIONS

      5.1 PAYMENT BY TENANT. Tenant shall pay to Landlord as additional rent for
the Leased Premises Tenant's Pro Rata Share of all taxes and assessments,
general and special, water rates and all other impositions, ordinary and
extraordinary, of every kind and nature whatsoever, which may be levied,
assessed, charged or imposed during the term of the Lease upon the Real Estate
or any part thereof or upon any improvements at any time situated thereon,
including, without limitation, any assessment by any association of owners of
property in the complex of which the Real

                                        4
<PAGE>

Estate is a part ("Impositions"), provided, however, that Tenant's Pro Rata
Share of such Impositions shall be prorated between Landlord and Tenant as of
the Commencement Date for the first year of the Lease term, and as of the
expiration date of the Lease term for the last year of the Lease term (on the
basis of Landlord's reasonable estimate thereof). Impositions shall also include
fees and costs incurred by Landlord during the Lease term for the purpose of
contesting or protesting tax assessments or rates. Landlord may take the benefit
of the provisions of any statute or ordinance permitting any assessment to be
paid over a period of years, in which event Tenant shall be obligated to pay its
Pro Rata Share of only those installments applicable to the term of this Lease
and any extensions thereof. Tenant's Pro Rata Share of such Impositions shall be
paid by Tenant to Landlord within ten (10) days after Landlord bills Tenant
therefor or, at Landlord's election, in monthly installments in amounts
estimated by Landlord. Tenant's proportionate share of all Impositions shall be
computed by Landlord within ninety (90) days after the end of each accounting
year (which Landlord may change from time to time). Landlord shall furnish to
Tenant a statement showing in reasonable detail the actual Impositions incurred
during such accounting year and Tenant's Pro Rata Share thereof. To the extent
Tenant's Pro Rata Share of such costs is greater than the sums paid by Tenant
for such year, the difference shall be billed to and paid by Tenant within
thirty (30) days after Tenant's receipt of said bill. Any shortfall shall be
credited against future installments of rent. Tenant's estimated monthly
Impositions thereafter may be adjusted by written notice from Landlord.

      5.2 ALTERNATIVE TAXES. If at any time during the term of this Lease the
method of taxation prevailing at the commencement of the term hereof shall be
altered so that any new tax, assessment, levy, imposition, or charge, or any
part thereof, shall be measured by or be based in whole or in part upon the
Lease, or the Leased Premises, or the Real Estate, or the rent, additional rent
or other income therefrom and shall be imposed upon Landlord, then all such
taxes, assessments, levies, impositions or charges, or the part thereof, to the
extent that they are so measured or based, shall be deemed to be included within
the term "Impositions" for the purpose hereof, to the extent that such
Impositions would be payable if the Real Estate were the only property of
Landlord subject to such Impositions, and Tenant shall pay its Pro Rata Share of
Impositions as so defined. There shall be excluded from Impositions all federal
income taxes, state and local net income taxes, federal excess profit taxes,
franchise, capital stock and federal or state estate or inheritance taxes of
Landlord.

      5.3 OTHER TAXES. Tenant further covenants and agrees to pay promptly when
due all taxes assessed against Tenant's fixtures, furnishings, equipment and
stock-in trade placed in or on the Leased Premises during the term of this
Lease.

                        VI. RISK ALLOCATION AND INSURANCE

      6.1 ALLOCATION OF RISKS. The parties desire, to the extent permitted by
law, to allocate certain risks of personal injury, bodily injury or property
damage, and risks of loss of real or personal property by reason of fire,
explosion or other casualty, and to provide for the responsibility for insuring
those risks. It is the intent of the parties that, to the extent any event is
required by the terms hereof to be covered by insurance, any loss, cost, damage
or expense, including, without limitation, the expense of defense against claims
or suits, be covered by insurance, without regard to the fault of Tenant, its
officers, employees or agents ("Tenant Protected Parties"), and without regard
to the fault of Landlord, Agent, their respective members, officers, directors,
employees and agents ("Landlord Protected Parties"). As between Landlord
Protected Parties and Tenant Protected Parties, such risks are allocated as
follows:

      (a)   Tenant shall bear the risk of bodily injury, personal injury or
            death, or damage to property, or to third persons, occasioned by
            events occurring

                                        5
<PAGE>

            within, on or about the Leased Premises, regardless of the party at
            fault, if any. Said risks shall be insured as provided in Section
            6.2(a).

      (b)   Landlord shall bear the risk of bodily injury, personal injury, or
            death or damage to property, or to third persons, occasioned by
            events occurring on or about the Real Estate (other than premises
            leased to tenants), provided such event is occasioned by the
            wrongful act or omission of any of Landlord Protected Parties. Said
            risk shall be insured against as provided in Section 6.3(a).

      (c)   Tenant shall bear the risk of bodily injury, personal injury, or
            death or damage to property, or to third persons, occasioned by any
            event occurring on or about the Real Estate, including the Ramp Area
            as designated on the Site Plan (but excluding premises leased to
            other tenants), provided such event is occasioned by the wrongful
            act or omission of any of Tenant Protected Parties. Said risk shall
            be insured against as provided in Section 6.2(a).

      (d)   Tenant shall bear the risk of damage to contents, trade fixtures,
            machinery, equipment, furniture, furnishings and property of Tenant
            and Tenant's Protected Parties in the Leased Premises arising out of
            loss by all events.

      (e)   Landlord shall bear the risk of damage to the building on the Real
            Estate arising out of loss by events required to be insured against
            pursuant to Section 6.3(b).

Notwithstanding the foregoing, provided the party required to carry insurance
under Section 6.2(a) or Section 6.3(a) hereof does not default in its obligation
to do so, if and to the extent that any loss occasioned by any event of the type
described in Section 6.1(a) or Section 6.1(b) exceeds the coverage or amount of
insurance actually carried, or results from an event not required to be insured
against and not actually insured against, each party shall pay the amount not
actually covered under their respective policies.

      6.2 TENANT'S INSURANCE. Tenant shall procure and maintain policies of
insurance, at its own cost and expense, insuring:

      (a)   The Landlord Protected Parties as "named additional insureds", and
            Landlord's mortgagee, if any, of which Tenant is given written
            notice, and Tenant Protected Parties, from all claims, demands or
            actions made by or on behalf of any person or persons, firm,
            corporation or entity and arising from, related to or connected with
            the Leased Premises, Tenant's use thereof or operations therein, or
            on the common areas of the Real Estate (including, but not limited
            to, use of the Ramp Area, any loading or unloading of aircraft,
            vehicles or other vessels, and the repairing, testing, moving,
            towing or servicing thereof) for bodily injury to or personal injury
            to or death of any person, or more than one (1) person, or for
            damage to property in an amount of not less than $3,000,000.00
            combined single limit per occurrence/aggregate. Said insurance shall
            be written on an "occurrence" basis and not on a "claims made"
            basis, and such liability policies shall include products and
            completed operations liability insurance. If at any time during the
            term of this Lease, Tenant owns or rents more than one location, the
            policy shall contain an endorsement to the effect that the aggregate
            limit in the policy shall apply separately to each location owned or
            rented by Tenant. Landlord shall have the right, exercisable by
            giving written notice thereof to Tenant, to require Tenant to
            increase such limit if, in Landlord's reasonable judgment, the
            amount

                                        6
<PAGE>

            thereof is insufficient to protect the Landlord Protected Parties
            and Tenant Protected Parties from judgments which might result from
            such claims, demands or actions. If Tenant is unable, despite
            reasonable efforts in good faith, to cause its liability insurer to
            insure the Landlord Protected Parties as "named additional
            insureds", Tenant shall nevertheless cause the Landlord Protected
            Parties to be insured as "additional insureds" and in such event,
            Tenant will protect, indemnify and save harmless the Landlord
            Protected Parties from and against any and all liabilities,
            obligations, claims, damages, penalties, causes of action, costs and
            expenses (including without limitation reasonable attorney's fees
            and expenses) imposed upon or incurred by or asserted against the
            Landlord Protected Parties, or any of them, by reason of any bodily
            injury to or personal injury to or death of any person or more than
            one person or for damage to property, occurring on or about the
            Leased Premises, caused by any party including, without limitation,
            any Landlord Protected Party, to the extent of the amount of the
            insurance required to be carried under this Section 6.2(a) or such
            greater amount of insurance as is actually carried. Tenant shall
            cause its liability insurance to include contractual liability
            coverage fully covering the indemnity set forth above and in Section
            13.1 below.

      (b)   All contents and Tenant's trade fixtures, machinery, equipment,
            furniture and furnishings in the Leased Premises to the extent of at
            least ninety percent (90%) of their replacement cost under Standard
            Fire and Extended Coverage Policy and all other risks of direct
            physical loss as insured against under Special Form ("all risk"
            coverage). Said insurance shall contain an endorsement waiving the
            insurer's right of subrogation against any Landlord Protected Party.

      (c)   Tenant Protected Parties from all worker's compensation claims,
            including employers liability with minimum limits of $500,000.00 per
            occurrence.

      (d)   Landlord and Tenant against breakage of all plate glass utilized in
            the improvements on the Leased Premises.

      (e)   'Hangarkeeper Liability Policy' which will pay those sums Tenant
            becomes legally obligated to pay because of direct loss or damage,
            including the loss of use to an aircraft or part of an aircraft,
            which is someone else's property and which is in the care, custody
            or control of the named insured, as bailee, for storage, repair,
            servicing or safekeeping, while the aircraft is situated at the Real
            Estate. The policy shall be endorsed to: (i) delete any clause(s)
            which require the aircraft to be under Tenant's (Insured's) physical
            control for the purposes of service or repair; (ii) name Landlord
            and Landlord's Protected Parties as named additional insureds; and
            (iii) be endorsed to reflect waiver of subrogation against Landlord
            as required below.

      (f)   Tenant agrees to maintain, at its own expense, for the benefit of
            itself, Tenant's Protected Parties and Landlord's Protected Parties,
            excess and/or umbrella liability insurance of such types and with
            limits not less than Fifty Million Dollars ($50,000,000.00) as may
            be approved by Landlord, insuring against liability for damage or
            loss to aircraft or other property, and against liability for person
            injury or death, arising from acts or omissions of Tenant, its
            agents, employees or invitees. Said excess and/or umbrella policies
            shall include all liability policies in Section 6.2(a), employer's
            liability in Section 6.2(c) and hangar liability in Section 6.2(e)
            as underlying policies.

                                        7
<PAGE>

      (g)   Automobile liability naming Landlord as additional insured with
            minimum of $1,000,000 limits for property damage, death or bodily
            injury. This policy shall be for the benefit of Tenant and Landlord
            for any claims, demands or actions made by or on behalf of any
            person or persons, firm, corporation, or entity arising from the
            control, operation or use of any vehicle by Tenant or Tenant's
            agents, contractors, employees, etc. (NOTE: maybe use Landlord
            Protected Parties) on or about the Real Estate. The automobile
            policy shall be listed as an underlying policy on the umbrella
            policy referred to in Section 6.2(f).

      6.3 LANDLORD'S INSURANCE. Landlord shall procure and maintain policies of
insurance insuring:

      (a)   (i)   Commercial general liability (including products and completed
                  operations) or other policy forms which would provide similar
                  coverages on behalf of Landlord and Landlord's Protected
                  Parties for those claims of bodily injury or property damage
                  arising from the Real Estate and the operations of the
                  Landlord and Landlord's Protected Parties. Said liability
                  insurance policy shall be written on an "occurrence" basis
                  with a combined single' limit of One Million Dollars
                  ($1,000,000.00) per occurrence and not less than Two Million
                  Dollars ($2,000,000.00) policy aggregate limit, and One
                  Million Dollars ($1,000,000.00) limit for products and
                  completed operations.

            (ii)  Umbrella liability insurance providing a minimum of Fifty
                  Million Dollars ($50,000,000.00) limit naming the commercial
                  general liability policy (Section 6.3(a)(i)) as an underlying
                  policy.

      (b)   The building containing the Leased Premises against loss or damage
            by fire, lightning, wind storm, hail storm, aircraft, vehicles,
            smoke, explosion, riot or civil commotion as provided by the
            Standard Fire and Extended Coverage Policy and all other risks of
            direct physical loss as insured against under Special Form ("all
            risk" coverage). The insurance coverage shall be for an agreed
            amount between Landlord and the insurance carrier, with sufficient
            limits to replace the Leased Premises of similar utility purpose. .
            Landlord shall be named as the insured and all proceeds of insurance
            shall be payable to Landlord. Said insurance shall contain an
            endorsement waiving the insurer's right of subrogation against any
            Tenant Protected Parties.

      (c)   Landlord's business income, protecting Landlord from loss of rents
            and other charges during the period while the Leased Premises are
            untenantable due to fire or other casualty (for the period
            reasonably determined by Landlord).

      (d)   Flood or earthquake insurance whenever, in the reasonable judgment
            of Landlord, such protection is necessary and it is available at
            commercially reasonable cost.

      6.4 FORM OF INSURANCE. All of the aforesaid insurance shall be in
responsible companies licensed to do business in the State of Ohio. Landlord
shall have the right to self-insure and use high deductibles or self-insured
retention levels to help control the cost of insurance premiums. The cost of
deductible and retained losses shall be part of the additional rent charges
hereunder. As to Tenant's insurance, the insurer and the form, substance and
amount (where not stated above) shall be satisfactory from time to time to
Landlord and any mortgagee of Landlord, and shall unconditionally provide that
it is not subject to cancellation or non-renewal except after at least thirty

                                        8
<PAGE>

(30) days prior written notice to Landlord and any mortgagee of Landlord.
Originals of Tenant's insurance policies (or certificates thereof satisfactory
to Landlord), together with satisfactory evidence of payment of the premiums
thereon, shall be deposited with Landlord at the Commencement Date and renewals
thereof not less than thirty (30) days prior to the end of the term of such
coverage. Landlord shall have the right, from time to time, to increase the
occurrence limits and/or policy limits of Landlord and/or Tenant hereunder, as
Landlord may reasonably determine.

      6.5 INSURANCE PREMIUMS. Tenant shall pay to Landlord, as additional rent
for the Leased Premises, Tenant's Pro Rata Share of any premiums for all
property, boiler and machinery, crime insurance, business income and liability
insurance (with all endorsements) paid annually by Landlord with respect to the
Real Estate. Tenant shall be obligated to pay its Pro Rata Share of only those
annual premiums which relate to insurance coverage during the term of this
Lease. Tenant's Pro Rata Share of such premiums shall be paid by Tenant to
Landlord within ten (10) days after Landlord bills Tenant therefor, or at
Landlord's election, in monthly installments in amounts estimated by Landlord.
Tenant's proportionate share of all insurance costs shall be computed by
Landlord within ninety (90) days after the end of each accounting year (which
Landlord may change from time to time). Landlord shall furnish to Tenant a
statement showing in reasonable detail the actual insurance costs incurred
during such accounting year and Tenant's Pro Rata Share thereof. To the extent
Tenant's Pro Rata Share of such costs is greater than the sums paid by Tenant
for such year, the difference shall be billed to and paid by Tenant within
thirty (30) days after Tenant's receipt of said bill. Any shortfall shall be
credited against future installments of rent. Tenant's estimated monthly
insurance costs thereafter may be adjusted by written notice from Landlord.

      6.6 FIRE PROTECTION. Tenant shall conform with all applicable fire codes
of any governmental authority, and with the rules and regulations of Landlord's
fire underwriters and their fire protection engineers, including, without
limitation, the installation and maintenance of adequate fire extinguishers,
sprinkler systems, alarms and/or special hazards fire protection. If a dollar
amount is inserted in Section 1.5(f) as a Monitoring Service Charge, then
Landlord is providing a sprinkler monitoring system with a direct connection to
the local fire department or monitoring service and, except as may be limited by
Section 4.3 of this Lease, Tenant shall pay to Landlord, as additional rent
hereunder, the Monitoring Service Charge monthly to reimburse Landlord for the
cost of the operation and maintenance thereof. The amount of the Monitoring
Service Charge shall be increased when and if Landlord's cost of such service
increases. In the event that the Leased Premises are served by a sprinkler
system, but are not served by a sprinkler monitoring system with direct
connection to the local fire department or a monitoring service, then Tenant
shall, at its sole cost and expense, install such a monitoring system which is
acceptable to Landlord's insurance fire underwriters and fire protection
engineers, cause it to be connected to the local fire department or to a
qualified monitoring service approved by Landlord and maintain the same in
effect at all times during the entire Lease term at Tenant's sole cost and
expense. In the event of impairment of the sprinkler system, the party
discovering such impairment shall immediately notify the other party hereto.
During the period of any such impairment or shutdown of the fire protection
system(s), Tenant shall cease hazardous-type operations which the fire
protection systems were design to protect.

      6.7 WAIVER OF SUBROGATION. Landlord and Tenant, and all parties claiming
under each of them, mutually release and discharge each other from all claims
and liabilities arising from or caused by any casualty or hazard covered or
required hereunder to be covered in whole or in part by insurance coverage
required to be maintained by the terms of this Lease on the Leased Premises or
in connection with the Real Estate or activities conducted thereon or therewith,
and waive any right of subrogation which might otherwise exist in or accrue to
any person on account thereof, including all other tenants of the Building. All
policies of insurance required to be

                                        9
<PAGE>

maintained by the parties hereunder shall contain waiver of subrogation
provisions in accordance with the foregoing so long as the same are available.

      6.8 DISCLAIMER OF LIABILITY. Tenant hereby disclaims, and releases
Landlord and Landlord's Protected Parties from any and all liability, whether in
contract or tort (including strict liability and negligence), for any loss,
damage, or injury of any nature whatsoever sustained by Tenant and Tenant's
Protected Parties, during the term of this Lease, including but not limited to
loss, damage or injury to the aircraft (hangared or to be hangared) or other
property of Tenant that may be located or stored in the hangar space. The
parties hereby agree that under no circumstances shall Landlord be liable for
indirect, consequential, special, or exemplary damages, whether in contract or
tort (including strict liability and negligence), such as, but not limited to,
loss of revenue or anticipated profits or other damage related to the leasing of
the Premises under this Lease. Tenant shall also hold Landlord and Landlord's
Protected Parties harmless from and against any and all liability, fines, or
other charges incurred as a result of alleged violations of airport security
regulations (FAR parts 107 and 139) by Tenant and Tenant's Protected Parties.

                           VII. DAMAGE OR DESTRUCTION

      7.1 LANDLORD'S OBLIGATION TO REBUILD. In the event the Leased Premises are
damaged by fire, explosion or other casualty, Landlord shall commence the
repair, restoration or rebuilding thereof within sixty (60) days after such
damage and shall complete such restoration, repair or rebuilding within one
hundred fifty (150) days after the commencement thereof, provided that if
construction is delayed because of changes, deletions, or additions in
construction requested by Tenant, strikes, lockouts, casualties, acts of God,
war, material or labor shortages, governmental regulation or control or other
causes beyond the control of Landlord, the period for restoration, repair or
rebuilding shall be extended for the amount of time Landlord is so delayed. If
the casualty or the repair, restoration or rebuilding caused thereby shall
render the Leased Premises untenantable, in whole or in part, rent shall be
equitably abated during the period of untenantability and Tenant shall have no
liability for the abated rent; provided, however, that Tenant shall on a monthly
basis, advance to Landlord the sum equal to the full monthly payment of rent and
other charges otherwise due hereunder, and such advances shall be repaid by
Landlord to Tenant solely from the proceeds, if any, of Landlord's business
income insurance on the Leased Premises collected and retained by Landlord for
the period of such untenantability. If such a fire, explosion or other casualty
damages the building in which the Leased Premises are located, in a material or
substantial way, Landlord may, in lieu of repairing, restoring or rebuilding the
same, terminate this Lease within sixty (60) days after the occurrence of the
event causing the damage by notice to Tenant. In such event, the obligation of
Tenant to pay rent and other charges hereunder shall end as of the date when the
damage occurred.

                               VIII. CONDEMNATION

      8.1 TAKING OF WHOLE. If the whole of the Leased Premises shall be taken or
condemned for a public or quasi-public use or purpose by a competent authority,
or if such a portion of the Leased Premises shall be so taken that as a result
thereof the balance cannot be used for the same purpose and with substantially
the same utility to Tenant as immediately prior to such taking, then in either
of such events, the Lease term shall terminate upon delivery of possession to
the condemning authority, and any award, compensation or damages (hereinafter
sometimes called the "Award") shall be paid to and be the sole property of
Landlord whether the Award shall be made as compensation for diminution of the
value of the leasehold estate or the fee of the Real Estate or otherwise and
Tenant hereby assigns to Landlord all of Tenant's right, title and interest in
and to any and all of the Award. Tenant shall continue to pay rent and other
charges hereunder until the Lease term is terminated and any Impositions and

                                       10
<PAGE>

premiums prepaid by Tenant, or which accrue prior to the termination, shall be
adjusted between the parties.

      8.2 PARTIAL TAKING. If only a part of the Leased Premises shall be so
taken or condemned, but the Lease is not terminated pursuant to Section 8.1
hereof, Landlord shall repair and restore the Leased Premises and all
improvements thereon, to the extent reasonably practicable, provided that
Landlord shall not hereby be required to expend for repair and restoration any
sum in excess of the Award. Any portion of the Award which has not been expended
by Landlord for such repairing or restoration shall be retained by Landlord as
Landlord's sole property. The rent shall be equitably abated following delivery
of possession to the condemning body. If the portion of the building within
which the Leased Premises are located shall be so taken or condemned in a
material or substantial way, Landlord may terminate this Lease by giving written
notice thereof to Tenant within sixty (60) days after such taking. In such
event, the Award shall be paid to and be the sole property of Landlord.

      8.3 TEMPORARY TAKING. If the whole or a part of the Leased Premises shall
be taken or condemned for a public or quasi-public use or purpose by a competent
authority, but only on a temporary basis, then in such event this Lease shall
continue in full force and effect, without any abatement of rent whatsoever, but
the Award paid on account of such temporary taking shall be paid to Tenant in
full satisfaction of all claims of Tenant on account thereof.

                         IX. MAINTENANCE AND ALTERATIONS

      9.1   LANDLORD'S MAINTENANCE.

      (a)   Landlord shall perform all maintenance, repairs and replacements of
            the roof and the structural components of the Leased Premises,
            including any aircraft hangar doors (unless caused by Tenant's use
            of or alterations to the Leased Premises). Tenant shall pay to
            Landlord Tenant's Pro Rata Share of the costs and expenses incurred
            by Landlord in fulfilling its obligations under this Section 9.1
            pursuant to the reimbursement provisions set forth in Section 14.2
            below, except that, subject to Section 6.1(d) hereof, if the
            necessity for any such maintenance, repairs or replacements results
            from any act or omission or negligence of Tenant, its agents,
            employees, contractors, customers or invitees, Tenant shall pay to
            Landlord all of the costs and expenses incurred by Landlord in
            performing such work. Such payment shall be additional rent
            hereunder and shall be paid to Landlord within ten (10) days after
            Landlord bills Tenant therefor.

      (b)   Notwithstanding the provisions of Paragraph (a) above, Landlord
            shall not be obligated to repair the following: (i) the exterior or
            interior of any doors (other than aircraft hangar doors), windows
            and plate glass surrounding the Leased Premises; (ii) heating,
            ventilating or air-conditioning equipment in the Leased Premises;
            (iii) damage to Tenant's improvements or personal property caused by
            any casualty, burglary, break-in, vandalism, war or act of God; and
            (iv) damages caused to structure or building as a result of burglary
            or break-in. Landlord shall, in any event, have ten (10) days after
            notice from Tenant stating the need for repairs to commence such
            repairs, and Landlord shall thereafter proceed with due diligence to
            complete same. Tenant expressly hereby waives the provisions of any
            law permitting repairs by a tenant at Landlord's expense.

      9.2   TENANT'S MAINTENANCE.

                                       11
<PAGE>

      (a)   Except as provided in Section 9.1 hereof, Tenant shall keep and
            maintain the entire interior of the Leased Premises, specifically
            including, without limitation, all the heating, ventilating and air
            conditioning equipment, pipes and conduits below the floor and below
            the ground surface of the Leased Premises, in good condition and
            repair. As used herein, each and every obligation of Tenant to keep,
            maintain and repair shall include, without limitation, all ordinary
            and extraordinary structural and non-structural repairs and
            replacements on account of (i) Tenant's use of the Leased Premises,
            and (ii) any improvements made to the Leased Premises by Tenant. As
            to any repairs costing in excess of $10,000.00 and as to any
            replacements whatsoever, Tenant shall, in connection therewith,
            comply with the requirements of Section 9.3(b) hereof. Tenant shall
            keep the Leased Premises from falling out of repair or deteriorating
            and shall keep the same safe, secure and clean and in full
            compliance with all health and safety regulations in force. Nothing
            in Section 1.5(a) shall be deemed to limit Tenant's obligation under
            this Section 9.2(a). Tenant shall promptly remove any debris left by
            Tenant, its employees, agents, contractors or invitees in the
            parking area or other exterior areas of the Real Estate. Tenant
            agrees to cooperate with any other tenants on the Real Estate in
            connection with exterior maintenance and repairs' not performed by
            Landlord hereunder to the end that any exterior repairs and
            maintenance will be performed in a uniform manner acceptable to
            Landlord. In connection therewith, Tenant and such other tenants may
            agree among themselves as to the allocation of costs and
            responsibilities.

      (b)   Without limiting Tenant's obligations under Section 9.2(a) hereof,
            Tenant shall, at all times during the term of this Lease, have and
            keep in force a maintenance contract in form and with a contractor
            satisfactory to Landlord, providing for inspection at least once
            each calendar quarter of the heating, air conditioning and
            ventilating equipment (which inspection shall encompass the work
            described on Schedule I attached hereto and made a part hereof), and
            providing for necessary repairs thereto. Said contract shall provide
            that it will not be cancelable by either party thereto except upon
            thirty (30) days' prior written notice to Landlord.

      9.3   ALTERATIONS.

      (a)   Tenant shall make all additions, improvements and alterations on the
            Leased Premises, and on and to the appurtenances and equipment
            thereof, required by any governmental authority or which may be made
            necessary by the act or neglect of Tenant, its employees, agents or
            contractors, or any persons, firm or corporation claiming by,
            through or under Tenant. Except as provided in the immediately
            preceding sentence, Tenant shall not create any openings in the roof
            or exterior walls, or make any other exterior or structural
            alterations to the Leased Premises (hereinafter "Alterations")
            without Landlord's prior written consent, which consent Landlord
            may, in its discretion, withhold. Notwithstanding the foregoing, any
            alterations or improvements by Tenant which alter the location of
            partition walls, fire walls, ceilings or other fire protection shall
            require the prior written consent of the Landlord, which consent
            shall not be unreasonably withheld.

      (b)   As to any Alterations which Tenant is required hereunder to perform
            or to which Landlord consents, and as to all additions, improvements
            and alterations required by any governmental authority or which may
            be made necessary by the act or neglect of Tenant, and as to any
            repairs costing in excess of $10,000.00, and as to any replacements
            of the foregoing, or as to work performed pursuant to Article XVIII
            hereof, such work shall be

                                       12
<PAGE>

            performed with new materials, in a workman-like manner, strictly in
            accordance with plans and specifications therefor first approved in
            writing by Landlord and in accordance with all applicable laws and
            ordinances. Tenant shall, prior to the commencement of such work,
            deliver to Landlord copies of all required permits, and builders
            risk (or installation floater) insurance coverage to the extent of
            the cost of the Alterations. At Landlord's option (exercised by
            notice in writing from Landlord to Tenant given within ten (10) days
            after Landlord receives Tenant's plans and specifications), such
            work shall be performed by employees of or contractors employed by
            Landlord, at Tenant's expense. Tenant shall permit Landlord to
            monitor construction operations in connection with such work, and to
            restrict, as may reasonably be required, the passage of manpower and
            materials, and the conducting of construction activity in order to
            avoid unreasonable disruption, hazard or inconvenience to Landlord
            or other tenants of the Real Estate or to Permitted Parties or
            damage to the Real Estate or the Leased Premises. Tenant shall pay
            to Landlord, for Landlord's overhead in connection with performing
            or monitoring such work, a sum equal to ten percent (10%) of
            Tenant's costs for such work. Upon completion of any such work by or
            on behalf of Tenant, Tenant shall provide Landlord with such
            documents as Landlord may require (including, without limitation,
            sworn contractors' statements and supporting lien waivers)
            evidencing payment in full for such work, and "as built" working
            drawings. In the event Tenant performs any work not in compliance
            with the provisions of this Section 9.3(b), Tenant shall, upon
            written notice from Landlord, immediately remove such work and
            restore the Leased Premises to their condition immediately prior to
            the performance thereof. If Tenant fails so to remove such work and
            restore the Leased Premises as aforesaid, Landlord may, at its
            option, and in addition to all other rights or remedies of Landlord
            under this Lease, at law or in equity, enter the Leased Premises and
            perform said obligation of Tenant and Tenant shall reimburse
            Landlord for the cost to the Landlord thereof, immediately upon
            being billed therefor by Landlord. Such entry by Landlord shall not
            be deemed an eviction or disturbance of Tenant's use or possession
            of the Leased Premises nor render Landlord liable in any manner to
            Tenant.

      (c)   In no event shall Tenant be entitled to use the roof of the Leased
            Premises or any other roof on the Real Estate without the prior
            written consent of Landlord, which consent may be granted or
            withheld in Landlord's sole discretion. In the event Tenant obtains
            Landlord's consent to utilize the roof of the Leased Premises or any
            other roof of a building on the Real Estate, Tenant shall only use
            Landlord's roofing contractor for all purposes for which Landlord
            has consented.

      (d)   All improvements and Alterations made to the Leased Premises by
            Tenant shall, immediately upon attachment to the Leased Premises or
            installation thereof, be deemed the property of Landlord and Tenant
            shall have no further right or claim to the title thereof.

                          X. ASSIGNMENT AND SUBLETTING

      10.1  CONSENT REQUIRED.

      (a)   Tenant shall not, without Landlord's prior written consent, (i)
            assign, convey or mortgage this Lease or any interest therein; (ii)
            allow any transfer thereof or any lien upon Tenant's interest by
            operation of law; (iii) sublet the Leased Premises or any part
            thereof; (iv) amend a sublease previously consented to by the
            Landlord; or (v) permit the use or

                                       13
<PAGE>

            occupancy of the Leased Premises or any part thereof by anyone other
            than Tenant. If Tenant proposes to assign the Lease or enter into
            any sublease of the Leased Premises, Tenant shall deliver written
            notice thereof to Landlord, together with the proposed terms of such
            assignment or sublease agreement at least thirty (30) days prior to
            the effective date thereof. Any proposed assignment or sublease
            shall be expressly subject to the terms, conditions and covenants of
            this Lease. Any proposed assignment shall contain a written
            assumption by assignee of all of Tenant's obligations under this
            Lease. Any sublease shall (i) provide that the sublessee shall
            procure and maintain the insurance required of Tenant in accordance
            with the terms of Section 6.2(b) and Section 9.3(b) hereof, (ii)
            provide for a copy to Landlord of notice of default by either party,
            and (iii) otherwise be reasonably acceptable to Landlord.

      (b)   Landlord's consent to any assignment or subletting shall not
            unreasonably be withheld; in making its determination as to whether
            to consent to any proposed assignment or sublease, Landlord may
            consider, among other things, the creditworthiness and business
            reputation of the proposed assignee or subtenant, the compatibility
            of the proposed use of the Leased Premises with the general
            character of the Real Estate, and any other factors which Landlord
            may reasonably deem relevant. Tenant's remedy, in the event that
            Landlord shall unreasonably withhold its consent to an assignment or
            subletting, shall be limited to injunctive relief or declaratory
            judgment and in no event shall Landlord be liable for damages
            resulting therefrom. No consent by Landlord to any assignment or
            subletting shall be deemed to be a consent to any further assignment
            or subletting or to any sub-subletting.

      (c)   In the event that Tenant proposes to assign the Lease or enter into
            a sublease of all or substantially all of the Leased Premises,
            Landlord shall have the right, in lieu of consenting thereto, to
            terminate this Lease. Landlord may exercise said right by giving
            Tenant written notice thereof within thirty (30) days after receipt
            by Landlord of Tenant's notice, given in compliance with Section
            10.1 (a) hereof, of the proposed assignment or sublease. In the
            event that Landlord exercises such right, Tenant shall surrender the
            Leased Premises on the date set forth in Landlord's notice to Tenant
            as the termination date, in which event Tenant shall vacate and
            surrender the Leased Premises as required herein, and this Lease
            shall thereupon terminate. Landlord may, in the event of such
            termination, enter into a lease with any proposed assignee or
            subtenant for the Leased Premises.

      (d)   In the event that Tenant subleases the Leased Premises, Tenant shall
            pay to Landlord monthly, as additional rent hereunder, fifty percent
            (50%) of the amount calculated by subtracting from the rent and
            other charges and consideration payable from time to time by the
            subtenant to Tenant for said space, the amount of rent and other
            charges payable by Tenant to Landlord under this Lease, allocated
            (based on the relative rentable square foot area of the total Leased
            Premises and of that portion of the Leased Premises so subleased by
            Tenant) to the subleased portion of the Leased Premises.

      (e)   No permitted assignment shall be effective and no permitted sublease
            shall commence unless and until any default by Tenant hereunder
            shall have been cured. No permitted assignment or subletting shall
            relieve Tenant from Tenant's obligations and agreements hereunder
            and Tenant shall continue to be liable as a principal and not as a
            guarantor or surety

                                       14

<PAGE>

            to the same extent as though no assignment or subletting had been
            made.

      10.2 VOTING CONTROL OF TENANT. If Tenant is a corporation, the shares of
which, at the time of execution of this Lease or during the term hereof are or
shall be held by fewer than one hundred (100) persons, and if at any time during
the term of this Lease the persons, firms or corporations who own a majority or
controlling number of its shares at the time of the execution of this Lease or
following Landlord's consent to a transfer of such shares cease to own such
shares (except as a result of transfer by bequest or inheritance) and such
cessation shall not first have been approved in writing by Landlord, then such
cessation, shall, at the option of Landlord, be deemed a default by Tenant under
this Lease.

      10.3 OTHER TRANSFER OF LEASE. Tenant shall not allow or permit any
transfer of this Lease, or any interest hereunder, by operation of law, or
convey, mortgage, pledge, or encumber this Lease or any interest therein.

                           XI. LIENS AND ENCUMBRANCES

      11.1 ENCUMBERING TITLE. Tenant shall not do any act which shall in any way
encumber the title of Landlord in and to the Leased Premises or the Real Estate,
nor shall the interest or estate of Landlord in the Leased Premises or the Real
Estate be in any way subject to any claim by way of lien or encumbrance, whether
by operation of law or by virtue of any express or implied contract by Tenant.
Any claim to, or lien upon, the Leased Premises or the Real Estate arising from
any act or omission of Tenant shall accrue only against the leasehold estate of
Tenant and shall be subject and subordinate to the paramount title and rights of
Landlord in and to the Leased Premises and the Real Estate.

      11.1 LIENS AND RIGHT TO CONTEST. Tenant shall not permit the Leased
Premises or the Real Estate to become subject to any mechanics', laborers' or
materialmen's lien on account of labor or material furnished to Tenant or
claimed to have been furnished to Tenant in connection with work of any
character performed or claimed to have been performed on the Leased Premises by,
or at the direction or sufferance of Tenant; provided, however, that Tenant
shall have the right to contest, in good faith and with reasonable diligence,
the validity of any such lien or claimed lien if Tenant shall give to Landlord
such security as may be deemed satisfactory to Landlord to assure payment
thereof and to prevent any sale, foreclosure, or forfeiture of the Leased
Premises or the Real Estate by reason of nonpayment thereof; provided further,
that on final determination of the lien or claim for lien, Tenant shall
immediately pay any judgment rendered, with all proper costs and charges, and
shall have the lien released and any judgment satisfied. Tenant hereby agrees to
indemnify and hold Landlord harmless for any liability, cost, damage and expense
occasioned by any mechanic's lien filed against the Leased Premises or the Real
Estate on account of labor or material furnished to Tenant or claimed to have
been furnished to Tenant in connection with the Leased Premises or the Real
Estate.

                                       15
<PAGE>

                                 XII. UTILITIES

      12.1 UTILITIES.

      (a)   Tenant shall purchase all utility services, including but not
            limited to fuel, electricity, and steam heat, but excluding water
            and sewerage, from the utility complex or entity, providing such
            service to the Real Estate, as directed by Landlord, and shall pay
            for such services within thirty (30) days after receipt of an
            invoice therefor. Tenant shall pay to Landlord, as additional rent
            hereunder, the Water and Sewerage Charge per month to reimburse
            Landlord for Landlord's costs in connection with payments to the
            utility or municipality for water or sewerage services to the Leased
            Premises. If Section 1.5(g) does not set forth an amount for the
            Water and Sewerage Charge, then Tenant shall purchase water and
            sewerage from the utility and municipality providing such services,
            and pay for such services promptly upon invoice therefor. In the
            event that at any time during the term of this Lease, said utility
            or municipality increases its charge to Landlord for water and/or
            sewerage service to the Real Estate over the charge for such service
            made as of the date of this Lease, then the amount specified to be
            paid by Tenant to Landlord hereunder shall be increased by an amount
            equal to Tenant's Pro Rata Share of the increase in said utility's
            or municipality's charge to Landlord. Landlord shall give written
            notice to Tenant of any such increase and Tenant shall commence
            paying the increased charge on the effective date of said utility's
            or municipality's increase. Should any utility service be separately
            metered, Tenant pay all such amounts for services to the Leased
            Premises promptly prior to the due date thereof. Landlord shall not
            be liable for the quality or quantity of or interference involving
            any such utilities. During the term hereof, whether the Leased
            Premises are occupied or unoccupied, Tenant agrees to maintain heat
            sufficient to heat the Leased Premises so as to avert any damage to
            the Leased Premises on account of cold weather.

      (b)   Tenant shall pay to Landlord, as additional rent for the Leased
            Premises, Tenant's Pro Rata Share of the charges for utilities used
            for areas of common use by the tenants on the Real Estate. Such
            charges shall be paid by Tenant to Landlord within thirty (30) days
            after Landlord bills Tenant therefor, or at Landlord's election, in
            monthly installments in amounts estimated by Landlord.

                                 XIII. INDEMNITY

      13.1 INDEMNITY. Tenant will protect, indemnify and save harmless Landlord
Protected Parties (as defined in Section 6.1) from and against all liabilities,
obligations, claims, damages, penalties, causes of action, costs and expenses
(including without limitation, reasonable attorneys' fees and expenses) imposed
upon or incurred by or asserted against Landlord by reason of (i) any failure on
the part of Tenant to perform or comply with any of the terms of this Lease;
(ii) performance of any labor or services or the furnishing of any materials or
other property in respect of the Leased Premises or any part thereof; (iii) any
violations or alleged violations of airport security regulations by Tenant and
all Permitted Parties of Tenant; (iv) any use of the Leased Premises by Tenant,
including but not limited to, the use of electronic or radar monitoring or
transmission equipment or related transmissions; or (v) any and all liability,
fines or other charges incurred as a result of alleged violations of airport or
aviation security regulations by Tenant and its Permitted Parties. In case any
action, suit or proceeding is brought against Landlord by reason of any
occurrence described in this Section 13.1, Tenant will, at Tenant's expense, by
counsel approved by Landlord, resist and defend such action, suit or proceeding,
or cause the same to be resisted and defended. The

                                       16
<PAGE>

costs indemnified against hereunder and assumed under Article VI include,
without limitation, any claims due to loss suffered by the Landlord, Landlord's
other tenants, the Permitted Parties, the Columbus Airport Authority, the
tenants of the Columbus Airport Authority, or the City of Columbus, Ohio. The
obligations of Tenant under this Section 13.1 shall survive the expiration or
earlier termination of this Lease.

                        XIV. RIGHTS RESERVED TO LANDLORD

      14.1 RIGHTS RESERVED TO LANDLORD. Without limiting any other rights
reserved or available to Landlord under this Lease, at law or in equity,
Landlord, on behalf of itself and Agent reserves the following rights to be
exercised at Landlord's election:

      (a)   To change the street address of the Leased Premises or the name of
            the project which includes the Leased Premises;

      (b)   To inspect the Leased Premises and to make repairs, additions or
            alterations to the Leased Premises or the building of which the
            Leased Premises are a part, specifically including, but without
            limiting the generality of the foregoing, to make repairs,
            additions or alterations within the Leased Premises to mechanical,
            fire protection systems, alarm systems, electrical, and other
            facilities, systems, serving other premises in the building of which
            the Leased Premises are a part, or which serve other parts of the
            Real Estate;

      (c)   To show the Leased Premises to prospective purchasers, mortgagees,
            or other persons having a legitimate interest in viewing the same,
            and, at any time within one (1) year prior to the expiration of the
            Lease term, to persons wishing to rent the Leased Premises;

      (d)   During the last year of the Lease term, to place and maintain the
            usual "For Rent" sign in or on the Leased Premises or the Real
            Estate, and at any time during the Lease term to place and maintain
            "For Sale" signs on the Real Estate; and

      (e)   If Tenant shall theretofore have vacated the Leased Premises (but
            not earlier than during the last ninety (90) days of the Lease
            term), to decorate, remodel, repair, alter or otherwise prepare the
            Leased Premises for new occupancy.

      (f)   To promulgate rules and regulations for the operation and use of the
            common areas, including the parking areas for the common use and
            benefit of the tenants of the Real Estate and their customers and
            invitees. Landlord shall at all times have exclusive control of the
            common areas and may at any time and from time to time: (i) modify
            and amend reasonable rules and regulations for the use of the common
            areas, which rules and regulations shall be binding upon the Tenant
            upon delivery of a copy thereof to the Tenant; (ii) temporarily
            close any part of the common areas, including but not limited to
            closing the streets, sidewalks, road or other facilities to the
            extent necessary to prevent a dedication thereof or the accrual of
            rights of any person or of the public therein; (iii) exclude and
            restrain anyone from the use or occupancy of the common areas or any
            part thereof except bona fide customers and suppliers of the tenants
            of the Real Estate who use said areas in accordance with the rules
            and regulations established by Landlord; (iv) engage others to
            operate and maintain all or any part of the common areas, on such
            terms and conditions as Landlord shall, in its sole judgment, deem
            reasonable and proper; and (v) make such changes in the common areas
            as in its opinion

                                       17
<PAGE>

            are in the best interest of the Real Estate, including but not
            limited to changing the location of walkways, service areas,
            driveways, entrances, existing automobile parking spaces and other
            facilities, changing the direction and flow of traffic and
            establishing prohibited areas.

      (g)   Remove any obstructions in the common areas created or permitted by
            Tenant, including towing vehicles parked in restricted parking zones
            at Tenant's sole cost and expense.

Landlord may enter upon the Leased Premises for any and all of said purposes and
may exercise any and all of the foregoing rights hereby reserved, during normal
business hours unless an emergency exists, without being deemed guilty of any
eviction or disturbance of Tenant's use or possession of the Leased Premises,
and without being liable in any manner to Tenant.

      14.2  MAINTENANCE COSTS.

      (a)   Tenant shall pay to Landlord, as additional rental, in monthly
            installments based on Landlord's estimates, from time to time,
            simultaneously with payment of minimum rental called for under
            Section 5, Tenant's Pro Rata Share of the "maintenance cost" for the
            operation, maintenance, repair and replacement of the common areas
            and those costs incurred by Landlord pursuant to Section 9.1 above.

      (b)   The maintenance costs for the common areas shall be computed on an
            accrual basis, and shall include all costs incurred by Landlord in
            connection with operating, securing, maintaining, repairing and
            replacing the common areas, including by way of example but not
            limitation: (i) cost of labor (including workmen's compensation
            insurance, employee benefits and payroll taxes); (ii) materials, and
            supplies used or consumed in the maintenance or operation of the
            common area; (iii) the cost of operating and repairing of the
            lighting; (iv) cleaning, painting, removing of rubbish or debris,
            snow and ice, private security services, and inspecting the common
            areas; (v) the cost of repairing and/or replacing paving, curbs,
            walkways, markings, directional or other signs; landscaping, and
            drainage and lighting facilities; (vi) rental paid for maintenance
            of machinery and equipment; (vii) cost of insurance for public
            liability and property insurance and boiler and machinery insurance
            for property in the common areas which are not part of the building,
            and crime insurance; (viii) the cost of operating, repairing and
            maintaining the central HVAC system, to the extent the Leased
            Premises are served thereby; and (ix) a reasonable allowance to
            Landlord for Landlord's supervision, which allowance shall not in an
            accounting year exceed fifteen percent (15%) of the total of all
            maintenance costs for such accounting year (all of the foregoing are
            collectively referred to herein as "Maintenance Costs"). Maintenance
            Costs shall not include depreciation or any costs properly
            chargeable to a capital account.

      (c)   Landlord shall maintain accurate and detailed records of all
            Maintenance Costs for the common areas.

      (d)   Tenant's proportionate share of all Maintenance Costs shall be
            computed by Landlord within ninety (90) days after the end of each
            accounting year (which Landlord may change from time to time).
            Landlord shall furnish to Tenant a statement showing in reasonable
            detail the actual Maintenance Costs incurred during such accounting
            year and Tenant's Pro Rata Share thereof. To the extent Tenant's Pro
            Rata Share of such costs is greater than the sums paid by Tenant for
            such year, the difference shall be billed

                                       18
<PAGE>

            to and paid by Tenant within thirty (30) days after Tenant's receipt
            of said bill. Any shortfall shall be credited against future
            installments of rent. Tenant's estimated monthly Maintenance Costs
            thereafter may be adjusted by written notice from Landlord.

                               XV. QUIET ENJOYMENT

      15.1 QUIET ENJOYMENT. So long as Tenant is not in default under the
covenants and agreements of this Lease, Tenant's quiet and peaceable enjoyment
of the Leased Premises shall not be disturbed or interfered with by Landlord or
by any person claiming by, through or under Landlord.

                        XVI. SUBORDINATION OR SUPERIORITY

      16.1  SUBORDINATION OR SUPERIORITY.

      (a)   This Lease is subject and subordinate to the lien of any deed of
            trust, mortgage or mortgages now placed upon Landlord's interest in
            the Real Estate. In the event the holder thereof so desires, Tenant
            shall execute any document necessary to subordinate the lien of
            such deed of trust, mortgage or mortgages to this Lease and this
            Lease shall thereafter be superior to such lien, until such time as
            the Landlord shall request Tenant to subordinate the Lease thereto.

      (b)   Landlord reserves the right to subject and subordinate this Lease at
            all times to the lien of any deed of trust, mortgage or mortgages
            hereafter placed upon Landlord's interest in the Leased Premises;
            provided, however, that no default by Landlord, under any deed of
            trust, mortgage or mortgages, shall affect Tenant's rights under
            this Lease, so long as Tenant performs the obligations imposed upon
            it hereunder and is not in default hereunder, and Tenant attorns to
            the holder of such deed of trust or mortgage, its assignee or the
            purchaser at any foreclosure sale. Tenant shall execute any
            instrument presented to Tenant for the purpose of effecting such
            subordination so long as the subordination is substantially in the
            form attached as Exhibit E. If Tenant, within ten (10) days after
            submission of such instrument, fails to execute same, Landlord is
            hereby authorized to execute same as attorney-in-fact for Tenant. It
            is a condition, however, to the subordination and lien provisions
            herein provided, that Landlord shall procure from any such mortgagee
            an agreement in writing, which shall be delivered to Tenant or
            contained in the aforesaid subordination agreement, providing in
            substance that so long as Tenant shall faithfully discharge the
            obligations on its part to be kept and performed under the terms of
            this Lease and is not in default under the terms hereof, its tenancy
            will not be disturbed nor this Lease affected by any default under
            such mortgage.

      (c)   Wherever notice is required to be given to Landlord pursuant to the
            terms of this Lease, Tenant will likewise give such notice to any
            mortgagee of Landlord's interest in the Leased Premises upon notice
            of such mortgagee's name and address from Landlord. Furthermore,
            such mortgagee shall have the same rights to cure any default on the
            part of Landlord that Landlord would have had.

                                 XVII. SURRENDER

      17.1 SURRENDER. Upon the termination of this Lease, whether by forfeiture,
lapse of time or otherwise, or upon termination of Tenant's right to possession
of the Leased Premises, Tenant will at once surrender and deliver up the Leased
Premises,

                                       19
<PAGE>

together with all improvements thereon, to Landlord, in good condition and
repair, reasonable wear and tear and loss by fire or other casualty excepted;
conditions existing because of Tenant's failure to perform maintenance, repairs
or replacements as required herein, or because of Tenant's particular use of the
Leased Premises (even if permitted pursuant to Section 1.5(a) hereof), or
because of Tenant's failure to have in force a maintenance contract as required
by Section 9.2(b) hereof, shall not be deemed "reasonable wear and tear." Tenant
shall deliver to Agent all keys to all doors therein. As used herein, the term
"improvements" shall include, without limitation, all plumbing, lighting,
electrical, heating, cooling and ventilating fixtures and equipment, and all
Alterations (as said term is defined in Section 9.3 hereof) whether or not
permitted under said Section 9.3. All alterations, including the Alterations,
improvements and additions, temporary or permanent, made in or upon the Leased
Premises by Tenant, or made by Landlord on Tenant's behalf, shall become
Landlord's property immediately upon installation thereof and shall remain upon
the Leased Premises on any such termination without compensation, allowance or
credit to Tenant; provided, however, that Landlord shall have the right to
require Tenant to remove any alterations, including the Alterations, and to
restore the Leased Premises to their condition prior to the making of any such
alterations, repairing any damage occasioned by such removal and restoration.
Said right shall be exercised by Landlord giving written notice thereof to
Tenant on or before ten (10) days after any such termination. If Landlord
requires removal of any alterations and Tenant does not make such removal in
accordance with this Section at the time of such termination, or within thirty
(30) days after such request, whichever is later, Landlord may remove the same
(and repair any damage occasioned thereby), and dispose thereof or, at its
election, deliver the same to any other place of business of Tenant or warehouse
the same. Tenant shall pay the costs of such removal, repair, delivery and
warehousing to Landlord on demand.

      17.2 REMOVAL OF TENANT'S PROPERTY. Upon the termination of this Lease by
lapse of time, Tenant shall remove Tenant's articles of personal property
incident to Tenant's business ("Trade Fixtures"); provided, however, that Tenant
shall repair any damage to the Leased Premises which may result from such
removal, and shall restore the Leased Premises to the same condition as prior to
the installation thereof. If Tenant does not remove Tenant's Trade Fixtures from
the Leased Premises prior to the expiration or earlier termination of the Lease
Term, Landlord, may, at its option, remove the same (and repair any damage
occasioned thereby) and dispose thereof or deliver the same to any other place
of business of Tenant or warehouse the same, and Tenant shall pay the cost of
such removal, repair, delivery and warehousing to Landlord on demand, or
Landlord may treat such Trade Fixtures as having been conveyed to Landlord with
this Lease as a bill of sale, without further payment or credit by Landlord to
Tenant.

      17.3 HOLDING OVER. Tenant shall have no right to occupy the Leased
Premises or any portion thereof after the expiration of the Lease or after
termination of the Lease or of Tenant's right to possession pursuant to Section
19.2 hereof. In the event Tenant or any party claiming by, through or under
Tenant holds over, Landlord may exercise any and all remedies available to it at
law or in equity to recover possession of the Leased Premises, and for damages.
For each and every month or partial month that Tenant or any party claiming by,
through or under Tenant remains in occupancy of all or any portion of the Leased
Premises after the expiration of the Lease or after termination of the Lease or
Tenant's right to possession, Tenant shall pay, as minimum damages and not as a
penalty, monthly rental at a rate equal to double the rate of rent and other
charges payable by Tenant hereunder immediately prior to the expiration or other
termination of the Lease or of Tenant's right to possession. The acceptance by
Landlord of any lesser sum shall be construed as a payment on account and not in
satisfaction of damages for such holding over. If the holding over occurs at the
expiration of the Lease term, or by reason of a termination by mutual agreement
of the parties, Landlord may, as an alternative remedy, elect that such holding
over shall constitute a renewal of this Lease for one (1) year at a rental equal
to two hundred

                                       20
<PAGE>

percent (200%) of the rate of rent payable hereunder immediately prior to the
expiration of the Lease, and upon all of the other covenants and agreements
contained in this Lease.

                         XVIII. ENVIRONMENTAL CONDITIONS

      18.1 "ENVIRONMENTAL CONDITION" DEFINED. As used in this Lease, the phrase
"Environmental Condition" shall mean: (a) any adverse condition relating to
surface water, ground water, drinking water supply, land, surface or subsurface
strata or the ambient air, and includes, without limitation, air, land and water
pollutants, noise, vibration, light and odors, or (b) any condition which may
result in a claim of liability under the Comprehensive Environment Response
Compensation and Liability Act, as amended ("CERCLA"), or the Resource
Conservation and Recovery Act ("RCRA"), or any claim of violation of the Clean
Air Act, the Clean Water Act, the Toxic Substance Control Act ("TOSCA"), or any
claim of liability or of violation under any federal statute hereafter enacted
dealing with the protection of the environment or with the health and safety of
employees or members of the general public, or under any rule, regulation,
permit or plan under any of the foregoing, or under any law, rule or regulation
now or hereafter promulgated by the state in which the Leased Premises are
located, or any political subdivision thereof, relating to such matters
(collectively "Environmental Laws").

      18.2 COMPLIANCE BY TENANT. Tenant shall, at all times during the Lease
term, comply with all Environmental Laws applicable to the Leased Premises and
shall not, in the use and occupancy of the Leased Premises, cause or contribute
to, or permit or suffer any other party to cause or contribute to any
Environmental Condition on or about the Leased Premises. Tenant shall not,
however, be responsible for environmental conditions existing prior to Tenant's
possession of the Leased Premises except for Tenant's acts or omissions that
worsen, in any way, said conditions. Without limiting the generality of the
foregoing, Tenant shall not, without the prior written consent of Landlord,
receive, keep, maintain or use on or about Leased Premises any substance as to
which a filing with a local emergency planning committee, the State Emergency
Response Commission or the fire department having jurisdiction over the Leased
Premises is required pursuant to Section 311 and/or Section 312 of the
Comprehensive Environmental Response, Compensation or Liability Act of 1980, as
amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA")
(which latter Act includes the Emergency Planning and Community Right-To-Know
Act of 1986); in the event Tenant makes a filing pursuant to SARA or maintains
substances as to which a filing would be required, Tenant shall simultaneously
deliver copies thereof to Agent, or notify Agent in writing of the presence of
those substances.

      18.3 ENVIRONMENTAL INDEMNITY. Tenant shall protect, indemnify and save
harmless Landlord, Agent and all of their respective members, directors,
officers, employees and agents from and against all liabilities, obligations,
claims damages, penalties, causes of action, costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses) of whatever kind or
nature, contingent or otherwise, known or unknown, incurred or imposed, based
upon any Environmental Laws or resulting from any Environmental Condition on or
about the Leased Premises which occurs due to the acts or omissions of Tenant or
the Permitted Parties of Tenant or is contributed to by Tenant. In case any
action, suit or proceeding is brought against any of the parties indemnified
herein by reason of any occurrence described in this Section 18.3, Tenant will,
at Tenant's expense, by counsel approved by Landlord, resist and defend such
action, suit or proceeding, or cause the same to be resisted and defended. The
obligations of Tenant under this Section 18.3 shall survive the expiration or
earlier termination of this Lease, and Tenant shall, notwithstanding a
termination of this Lease, continue to pay rent for the Leased Premises in the
same amount paid during the last year of the term hereof until such time as all
remediation work required to cure such matter has been completed.

                                       21
<PAGE>

      18.4 TESTING AND REMEDIAL WORK. Landlord may conduct tests and routine
audits on or about the Leased Premises for the purpose of determining the
presence of any Environmental Condition. If such tests and/or audits indicate
the presence of an Environmental Condition on or about the Leased Premises which
occurs due to the acts or omissions of Tenant or its Permitted Parties or is
contributed to by Tenant or its Permitted Parties, Tenant shall, in addition to
its other obligations hereunder, reimburse Landlord for the cost of conducting
such tests. Without limiting Tenant's liability under Section 18.3 hereof, in
the event of any such Environmental Condition, Tenant shall promptly and at its
sole cost and expense, take any and all steps necessary to remedy the same,
complying with all provisions of applicable law and with Section 9.3(b) hereof.
If Tenant fails to promptly remedy same, then Tenant shall deposit with Landlord
an amount sufficient to cause the remediation of same, based upon Landlord's
reasonable estimate of the cost thereof, and upon completion of such work by
Landlord, Tenant shall pay to Landlord any shortfall promptly after Landlord
bills Tenant therefor, or Landlord shall promptly refund to Tenant any excess
deposit, as the case may be. Additionally, pursuant to a deed filed for record
on October 21, 1997 as Instrument Number 199710170122033, Recorder's Office,
Franklin County, Ohio ("Deed"), it is the obligation of the United States of
America to undertake certain environmental remediation on the Real Estate, which
obligation may interfere with Tenant's use of the Leased Premises. Tenant agrees
to make no claim against the United States of America as a result of such
interference so long as such remediation is in accordance with the terms of the
Deed.

                                  XIX. REMEDIES

      19.1 DEFAULTS. Tenant agrees that any one or more of the following events
shall be considered events of default as said term is used herein:

      (a    Tenant shall be adjudged an involuntary bankrupt, or a decree or
            rider approving, as properly filed, a petition or answer filed
            against Tenant asking reorganization of Tenant under the Federal
            bankruptcy laws as now or hereafter amended, or under the laws of
            any state, shall be entered, and any such decree or judgment or
            order shall not have been vacated or set aside within sixty (60)
            days from the date of entry or granting thereof; or

      (b    Tenant shall file or admit the jurisdiction of the court and the
            material allegations contained in any petition in bankruptcy or any
            petition pursuant to or purporting to be pursuant to the Federal
            bankruptcy laws as now or hereafter amended, or Tenant shall
            institute any proceeding or shall give its consent to the
            institution of any proceedings for any relief of Tenant under any
            bankruptcy or insolvency laws or any laws relating to the relief of
            debtors, readjustment of indebtedness, reorganization, arrangements,
            composition or extension; or

      (c    Tenant shall make any assignment for the benefit of creditors or
            shall apply for or consent to the appointment of a receiver for
            Tenant or any of the property of Tenant; or

      (d    The Leased Premises are levied upon by any revenue officer or
            similar officer; or

      (e    A decree or order appointing a receiver of the property of Tenant
            shall be made and such decree or order shall not have been vacated
            or set aside within sixty (60) days from the date of entry or
            granting thereof;

                                       22
<PAGE>

      (f    Tenant shall abandon the Leased Premises or vacate the same during
            the term hereof; or

      (g    Tenant shall default in any payment of rent or in any other payment
            required to be made by Tenant hereunder when due as herein provided
            (all of which other payments shall be deemed "additional rent"
            payable hereunder), or shall default under Sections 6.1 or 6.2
            hereof, and any such default shall continue for five (5) days after
            notice thereof in writing to Tenant; or

      (h    Tenant shall fail to contest the validity of any lien or claimed
            lien and give security to Landlord to assure payment thereof, or,
            having commenced to contest the same and having given such security,
            shall fail to prosecute such contest with diligence, or shall fail
            to have the same released and satisfy any judgment rendered thereon,
            and such default continues for ten (10) days after notice thereof in
            writing to Tenant; or

      (i    Tenant shall default in keeping, observing or performing any of the
            other covenants or agreements herein contained to be kept, observed
            and performed by Tenant, and such default shall continue for thirty
            (30) days after notice thereof in writing to Tenant; or

      (j    Tenant shall be late in the payment of rent or other charges
            required to be paid hereunder more than two (2) times in any twelve
            (12) calendar month period or shall repeatedly default in the
            keeping, observing or performing of any other covenants or
            agreements herein contained to be kept, observed or performed by
            Tenant (provided notice of such payment or other defaults shall have
            been given to Tenant, but whether or not Tenant shall have timely
            cured any such payment or other defaults of which notice was given).

      (k)   Tenant shall default under any agreement with the Columbus Airport
            Authority, the Federal Aviation Administration, the Ohio
            Environmental Protection Agency, or with any other governmental
            entity.

      (i)   Tenant shall violate any provision of the Declaration of
            Restrictions and Easements.

      19.2 REMEDIES. Upon the occurrence of any one or more of such events of
default, Landlord may at its election terminate this Lease or terminate Tenant's
right to possession only, without terminating the Lease. Upon termination of the
Lease, or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant shall surrender possession and vacate the
Leased Premises immediately, and deliver possession thereof to Landlord, and
hereby grants to Landlord the full and free right, without demand or notice of
any kind to Tenant except as hereinabove expressly provided for, to enter into
and upon the Leased Premises in such event with or without process of Law and to
repossess the Leased Premises by force, self-help or otherwise without process
of law as Landlord's former estate and to expel or remove Tenant and any other
who may be occupying or within the Leased Premises without being deemed in any
manner guilty of trespass, eviction, or forcible entry or detainer, without
incurring any liability for any damages resulting therefrom and without
relinquishing Landlord's rights to rent or any other right given to Landlord
hereunder or by operation of law. Upon termination of the Lease, Landlord shall
be entitled to recover as damages all rent and other sums due and payable by
Tenant on the date of termination, plus (a) an amount equal to the value of the
rent and other sums provided herein to be paid by Tenant for the residue of the
stated term hereof, less the fair rental value of the Leased Premises for the
residue of the stated term (taking into account the time and expenses necessary
to obtain a replacement tenant or tenants, including expenses hereinafter

                                       23
<PAGE>

described relating to recovery of the Leased Premises, preparation for reletting
and for reletting itself), and (b) the cost of performing any other covenants to
be performed by Tenant. If Landlord elects to terminate Tenant's right to
possession only without terminating the Lease, Landlord may, at Landlord's
option, enter into the Leased Premises, remove Tenant's signs and other
evidences of tenancy, and take and hold possession thereof as hereinabove
provided, without such entry and possession terminating the Lease or releasing
Tenant, in whole or in part, from Tenant's obligations to pay the rent hereunder
for the full term or from any other of its obligations under this Lease.
Landlord may relet all or any part of the Leased Premises for such rent and upon
such terms as shall be satisfactory to Landlord (including the right to relet
the Leased Premises for a term greater or lesser than that remaining under the
Lease term, and the right to relet the Leased Premises as a part of a larger
area, and the right to change the character or use made of the Leased Premises).
For the purpose of such reletting, Landlord may decorate or make any repairs,
changes, alterations or additions in or to the Leased Premises that may be
necessary or convenient. If Landlord does not relet the Leased Premises, Tenant
shall pay to Landlord on demand damages equal to the amount of the rent, and
other sums provided herein to be paid by Tenant for the remainder of the Lease
term. If the Leased Premises are relet and a sufficient sum shall not be
realized from such reletting after paying all of the expenses of such
decorations, repairs, changes, alterations, additions, the expenses of such
reletting and the collection of the rent accruing therefrom (including, but not
by way of limitation, attorneys' fees and brokers' commissions), to satisfy the
rent and other charges herein provided to be paid for the remainder of the Lease
term, Tenant shall pay to Landlord on demand any deficiency and Tenant agrees
that Landlord shall use reasonable efforts to mitigate its damages arising out
of Tenant's default; Landlord shall not be deemed to have failed to use such
reasonable efforts by reason of the fact that Landlord has leased or sought to
lease other vacant premises owned by Landlord, whether on the Real Estate or
not, in preference to reletting the Leased Premises, or by reason of the fact
that Landlord has sought to relet the Leased Premises at a rental rate higher
than that payable by Tenant under the Lease (but not in excess of the then
current market rental rate). If Tenant shall default under Section 19.1(i) and
if such default cannot with due diligence be cured within said period of thirty
(30) days after notice in writing shall have been given to Tenant, and if Tenant
promptly commences to eliminate such default, and vigorously pursues such cure
to completion thereafter, then Landlord shall not have the right to declare said
term ended by reason of such default or to repossess without terminating the
Lease so long as Tenant is proceeding diligently and with reasonable dispatch to
take all steps and do all work required to cure such default, and does so cure
such default, provided, however, that the curing of any default in such manner
shall not be construed to limit or restrict the right of Landlord to declare the
said term ended or to repossess without terminating the Lease, and to enforce
all of its rights and remedies hereunder for any other default not timely cured.

      19.3 REMEDIES CUMULATIVE. No remedy herein or otherwise conferred upon or
reserved to Landlord shall be considered to exclude or suspend any other remedy
but the same shall be cumulative and shall be in addition to every other remedy
given hereunder, or now or hereafter existing at law or in equity or by statute,
and every power and remedy given by this Lease to Landlord may be exercised from
time to time and so often as occasion may arise or as may be deemed expedient.

      19.4 NO WAIVER. No delay or omission of Landlord to exercise any right or
power arising from any default shall impair any such right or power to be
construed to be a waiver of any such default or any acquiescence therein. No
waiver of any breach of any of the covenants of this Lease shall be construed,
taken or held to be a waiver of any other breach, or as a waiver, acquiescence
in or consent to any further or succeeding breach of the same covenant. The
acceptance by Landlord of any payment of rent or other charges hereunder after
the termination by Landlord of this Lease or of Tenant's right to possession
hereunder shall not, in the absence of agreement in writing to the contrary to
Landlord, be deemed to restore this Lease or Tenant's right to

                                       24
<PAGE>

possession hereunder, as the case may be, but shall be construed as a payment on
account, and not in satisfaction of damages due from Tenant to Landlord.

      19.5 DEFAULT UNDER OTHER LEASES. A default in this Lease, or in any other
lease made by Tenant for any premises on the Real Estate shall, at the option of
the Landlord, be deemed a default under this Lease, the other lease or both
leases.

                              XX. SECURITY DEPOSIT

      20.1 SECURITY DEPOSIT. To secure the faithful performance by Tenant of all
the terms, covenants and conditions in this Lease set forth and contained on the
part of the Tenant to be fulfilled, kept, observed and performed, including, but
without limiting the generality of the foregoing, such terms, covenants and
conditions in this Lease which become applicable upon the expiration or
termination of the same or upon termination of Tenant's right to possession
pursuant to Section 19.2 of the Lease, Tenant has deposited herewith the
Security Deposit described in Section 1.5(h) with Agent on the understanding:
(a) that the Security Deposit or any portion thereof not previously applied, or
from time to time such other portions thereof, may be applied to the curing of
any default that may then exist, without prejudice to any other remedy or
remedies which Landlord may have on account thereof, and upon such application
Tenant shall pay Agent on demand the amount so applied which shall be added to
the Security Deposit so the same may be restored to its original amount; (b)
that should the Leased Premises be conveyed by Landlord or should Agent cease to
be the agent of Landlord, the Security Deposit or any portion thereof not
previously applied may be turned over to Landlord's grantee or the new agent, as
the case may be, and if the same be turned over as aforesaid, Tenant hereby
releases Landlord and Agent from any and all liability with respect to the
Security Deposit and/or its application or return, and Tenant agrees to look to
such grantee or new agent, as the case may be, for such application or return;
(c) that Landlord shall have no personal liability with respect to said sum and
Tenant shall look exclusively to Agent or its successors pursuant to subsection
(b) hereof for return of said sum when Tenant is entitled hereunder to such
return; (d) that Agent or its successor shall not be obligated to hold said
Security Deposit as a separate fund, but on the contrary may commingle the same
with its other funds; (e) that if Tenant shall faithfully fulfill, keep, perform
and observe all of the covenants, conditions and agreements in this Lease set
forth and contained on the part of Tenant to be fulfilled, kept, performed and
observed, the sum deposited or the part or portion thereof not previously
applied shall be returned to Tenant without interest no later than thirty (30)
days after the expiration of the term of this Lease or any renewal or extension
thereof, provided Tenant has vacated the Leased Premises and surrendered
possession thereof to Landlord at the expiration of said term or any extension
or renewal thereof as provided herein; (f) in the event that Landlord terminates
the Lease or Tenant's right to possession pursuant to Section 18.1 of this
Lease, Agent may apply the Security Deposit against all damages suffered to the
date of such termination and/or may retain the Security Deposit to apply against
such damages as may be suffered or shall accrue thereafter by reason of Tenant's
default; and (g) in the event any bankruptcy, insolvency, reorganization ,or
other credit-debtor proceedings shall be instituted by or against Tenant, or its
successors or assigns, the Security Deposit shall be deemed to be applied first
to the payment of any rents and/or other charges due Landlord for all periods
prior to the institution of such proceedings, and the balance, if any, of the
Security Deposit may be retained or paid to Landlord towards Landlord's damages
on account of such default.

                               XXI. MISCELLANEOUS

      21.1 TENANT'S STATEMENT. Tenant shall furnish to Landlord, within ten (10)
days after written request therefor from Landlord, a copy of the then most
recent audited and certified financial statement of Tenant and Guarantor, if
any. It is mutually agreed that Landlord may deliver a copy of such statements
to any mortgagee or

                                       25
<PAGE>

prospective mortgagee of Landlord, or any prospective purchaser of the Real
Estate, but otherwise Landlord shall treat such statements and information
contained therein as confidential.

      21.2 ESTOPPEL CERTIFICATES. Landlord and Tenant shall, at any time and
from time to time upon not less than ten (10) days' prior written request from
the other, execute, acknowledge and deliver to the requesting party, in form
reasonably satisfactory to the requesting party, a written statement certifying
(if true) that Tenant has accepted the Leased Premises, that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), that the other party is not in default hereunder, the date to
which the rental and other charges have been paid in advance, if any, whether
Tenant has any rights of setoff or self-help under this Lease, and such other
accurate certifications as may reasonably be required by the requesting party or
its mortgagee, agreeing to give copies to any mortgagee of all notices required
under this Lease and agreeing to afford the requesting party's mortgagee a
reasonable opportunity to cure any default. It is intended that any such
statement delivered pursuant to this subsection may be relied upon by any
prospective purchaser or mortgagee of the Leased Premises or Real Estate and
their respective successors and assigns. '

      21.3 LANDLORD'S RIGHT TO CURE. Landlord may, but shall not be obligated
to, cure any default by Tenant (specifically including, but not by way of
limitation, Tenant's failure to obtain insurance, make repairs, or satisfy lien
claims); and whenever Landlord so elects, all costs and expenses paid by
Landlord in curing such default, including without limitation reasonable
attorneys' fees, shall be so much additional rent due on the next rent date
after such payment together with interest (except in the case of said attorneys'
fees) at the highest rate then payable by Tenant in the State of Ohio, or, in
the absence of such a maximum rate, at a rate per annum equal to four percent
(4%) in excess of the announced base rate of interest of National City Bank of
Columbus, Columbus, Ohio in effect on the date of such advance, from the date of
the advance to the date of repayment by Tenant to Landlord.

      21.4 AMENDMENTS MUST BE IN WRITING. This document contains the entire
agreement between the parties hereto with respect to the subject matter hereof.
None of the covenants, terms or conditions of this Lease, to be kept and
performed by either party, shall in any manner be altered, waived, modified,
changed or abandoned except by a written instrument, duly signed and delivered
by both parties hereto.

      21.5 NOTICES. Whenever under this Lease provisions are made for notice of
any kind to Landlord, it shall be deemed sufficient notice and sufficient
service thereof if such notice to Landlord is in writing, addressed to Landlord
at 1798 Frebis Avenue, Columbus, Ohio 43206-0410, or at such address as Landlord
may notify Tenant in writing, and deposited in the United States mail by
certified mail, return receipt requested, with postage prepaid or Federal
Express, Express Mail or such other expedited mail service as normally results
in overnight delivery, with a copy of same sent in like manner to Vice
President, Real Estate, 1800 Moler Road, Columbus, Ohio 43207. Notice to Tenant
shall be sent in like manner to the Leased Premises. All notices shall be
effective upon receipt or refusal of receipt. Either party may change the place
for service of notice by notice to the other party.

      21.6 SHORT FORM LEASE. This Lease shall not be recorded, but the parties
agree, at the request of either of them, to execute a Short Form Lease for
recording, containing the names of the parties, the legal description and the
term of the Lease.

      21.7 TIME OF ESSENCE. Time is of the essence of this Lease, and all
provisions herein relating thereto shall be strictly construed.

                                       26
<PAGE>

      21.8 RELATIONSHIP OF PARTIES. Nothing contained herein shall be deemed or
construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent or of partnership, or of joint venture, by
the parties hereto, it being understood and agreed that no provision contained
in this Lease or any acts of the parties hereto shall be deemed to create any
relationship other than the relationship of Landlord and Tenant.

      21.9 CAPTIONS. The captions of this Lease are for convenience only and are
not to be construed as part of this Lease and shall not be construed as defining
or limiting in any way the scope or intent of the provisions hereof.

      21.10 SEVERABILITY. If any term or provision of this Lease shall to any
extent be held invalid or unenforceable, the remaining terms and provisions of
this Lease shall not be affected thereby, but each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.

      21.11 LAW APPLICABLE. This Lease shall be construed and enforced in
accordance with the laws of the state where the Leased Premises are located.

      21.12 COVENANTS BINDING ON SUCCESSORS. All of the covenants, agreements,
conditions, and undertakings contained in this Lease shall extend and inure to
and be binding upon the heirs, executors, administrators, successors and assigns
of the respective parties hereto, the same as if they were in every case
specifically named, and wherever in this Lease reference is made to either of
the parties hereto, it shall be held to include and apply to, wherever
applicable, the heirs, executors, administrators, successors and assigns of such
party. Nothing herein contained shall be construed to grant or confer upon any
person or persons, firm, corporation or governmental authority, other than the
parties hereto, their heirs, executors, administrators, successors and assigns,
any right, claim or privilege by virtue of any covenant, agreement, condition or
undertaking in this Lease contained.

      21.13 BROKERAGE. Tenant warrants that it has had no dealings with any
broker or agent in connection with this Lease other than Broker(s), whose
commission Landlord covenants and agrees to pay in the amount agreed to by
Landlord. Tenant covenants to pay, hold harmless, indemnify and defend Landlord
from and against any and all costs, expenses or liability for any compensation,
commissions and charges claimed by any broker or agent other than Broker(s) with
respect to this Lease or the negotiation thereof.

      21.14 LANDLORD MEANS OWNER. The term "Landlord" as used in this Lease, so
far as covenants or obligations on the part of Landlord are concerned, shall be
limited to mean and include only the owner or owners at the time in question of
the fee of the Real Estate, and in the event of any transfer or transfers of the
title to such fee, Landlord herein named (and in case of any subsequent transfer
or conveyances, the then grantor) shall be automatically freed and relieved,
from and after the date of such transfer or conveyance, of all liability as
respects the performance of any covenants or obligations on the part of Landlord
contained in this Lease thereafter to be performed; provided that any funds in
the hands of such Landlord or the then grantor at the time of such transfer, in
which Tenant has an interest, shall be turned over to the grantee, and any
amount then due and payable to Tenant by Landlord or the then grantor under any
provisions of this Lease shall be paid to Tenant.

      21.15 LENDER'S REQUIREMENTS. If any mortgagee or committed financier of
Landlord should require, as a condition precedent to the closing of any loan or
the disbursal of any money under any loan, that this Lease be amended or
supplemented in any manner (other than in the description of the Leased
Premises, the term, the purpose or the rent or other changes hereunder, or in
any other regard as will substantially or materially affect the rights of Tenant
under this Lease), Landlord shall give written notice thereof to Tenant, which
notice shall be accompanied by a Lease

                                       27
<PAGE>

Supplement Agreement embodying such amendments and supplements. Tenant shall,
within ten (10) days after the effective date of Landlord's notice, either
consent to such amendments and supplements (which consent shall not be
unreasonably withheld) and execute the tendered Lease Supplement Agreement, or
deliver to Landlord a written statement of its reason or reasons for refusing to
so consent and execute. Failure of Tenant to respond within said ten (10) day
period shall be a default under this Lease without further notice. If Landlord
and Tenant are then unable to agree on a Lease Supplement Agreement satisfactory
to each of them and to the lender within thirty (30) days after delivery of
Tenant's written statement, Landlord shall have the right to terminate this
Lease within sixty (60) days after the end of said thirty (30) day period.

      21.16 SIGNS. Tenant shall install no exterior sign without Landlord's
prior written approval of detailed plans and specifications therefor.

      21.17 PARKING AREAS. It is understood by and between the parties hereto
that parking on the Real Estate, unless as otherwise specifically designated by
Landlord as exclusive parking, is allocated to the tenants thereof on an
unreserved basis, and Tenant, its employees and invitees may use not more than
Tenant's Pro Rata Share thereof. Landlord shall have no obligation to Tenant to
enforce parking limitations imposed on other tenants on the Real Estate. If
Tenant uses parking in excess of that provided for herein, and if such excess
use occurs on a regular basis, and if Tenant fails, after written notice from
Landlord, to reduce its excess use of parking area, then such excess use shall
constitute a default under this Lease.

      21.18 FORCE MAJEURE. Landlord shall not be deemed in default with respect
to any of the terms, covenants and conditions of this Lease on Landlord's part
to be performed, if Landlord's failure to timely perform same is due in whole or
in part to any strike, lockout, labor trouble (whether legal or illegal), civil
disorder, failure of power, restrictive governmental laws and regulations,
riots, insurrections, war, shortages, accidents, casualties, acts of God, acts
caused directly by Tenant or Tenant's agents, employees and invitees, or any
other cause beyond the reasonable control of Landlord.

      21.19 LANDLORD'S EXPENSES. Tenant agrees to pay on demand Landlord's
expenses, including reasonable attorneys' fees, expenses and administrative
hearing and court costs incurred either directly or indirectly in enforcing any
obligation of Tenant under this Lease, in curing any default by Tenant as
provided in Section 19.2 hereof or in connection with appearing, defending or
otherwise participating in any action or proceeding arising from the filing,
imposition, contesting, discharging or satisfaction of any lien or claim for
lien, in defending or otherwise participating in any legal proceedings initiated
by or on behalf of Tenant wherein Landlord is not adjudicated to be in default
under this Lease, or in connection with any investigation or review of any
conditions or documents in the event Tenant requests Landlord's agreement,
approval or consent to any action of Tenant which may be desired by Tenant or
required of Tenant hereunder.

      21.20 EXECUTION OF LEASE BY LANDLORD. The submission of this document for
examination and negotiation does not constitute an offer to lease, or a
reservation of, or option for, the Leased Premises and this document shall
become effective and binding only upon the execution and delivery hereof by
Landlord and by Tenant. All negotiations, considerations, representations and
understandings between Landlord and Tenant are incorporated herein.

      21.21 TENANT'S AUTHORIZATION. If Tenant is a corporation, partnership,
association or any other entity, Tenant shall furnish to Landlord, within ten
(10) days after written request therefor from Landlord, certified resolutions of
Tenant's directors or other governing person or body authorizing execution and
delivery of this Lease and performance by Tenant of its obligations hereunder,
and evidencing that the person who physically executed the Lease on behalf of
Tenant was duly authorized to do so.

                                       28
<PAGE>

      21.22 EXCULPATORY CLAUSE. It is expressly understood and agreed that
nothing in this Lease contained shall be construed as creating any liability
whatsoever against Landlord personally, its members, officers, directors,
shareholders or partners, and in particular without limiting the generality of
the foregoing, there shall be no personal liability to pay any indebtedness
accruing hereunder or to perform any covenant, either express or implied, herein
contained, or to keep, preserve or sequester any property of Landlord, and that
all personal liability of Landlord of every sort, if any, is hereby expressly
waived by Tenant, to the extent permitted by law, and by every person now or
hereafter claiming any right or security hereunder; and that so far as the
parties hereto are concerned, the owner of any indebtedness or liability
accruing hereunder shall look solely to the Leased Premises for the payment
thereof.

      If the Tenant obtains a money judgment against Landlord, any of its
officers, directors, shareholders, partners, or their successors or assigns
under any provisions of or with respect to this Lease or on account of any
matter, condition or circumstance arising out of the relationship of the parties
under this Lease, Tenant's occupancy of the building or Landlord's ownership of
the Leased Premises, Tenant shall be entitled to have execution upon any such
final, unappealable judgment only upon Landlord's fee simple or leasehold estate
in the Leased Premises (whichever is applicable) and not out of any other assets
of Landlord, or any of its members, officers, directors, shareholders or
partners, or their successor or assigns; and Landlord shall be entitled to have
any such judgment so qualified as to constitute a lien only on said fee simple
or leasehold estate.

      21.23 LANDLORD'S LIEN. In the event of default, Landlord shall have a lien
for the performance of any and all obligations of Tenant upon Tenant's fixtures,
equipment, machinery, goods, wares, merchandise and other personal property of
Tenant located in the Leased Premises.

      21.24 AIRPORT ACCESS. Tenant acknowledges that it shall have no right of
access to Port Columbus International Airport by virtue of this Lease. Any such
access shall be pursuant to the terms of a separate agreement between Tenant and
the Columbus Airport Authority. In the event Tenant enters into such an
agreement with the Columbus Airport Authority, Tenant agrees to abide by all of
the terms and conditions thereof, and Tenant shall indemnify Landlord in the
event of any liability to Landlord on account of Tenant's non-compliance
therewith. In connection with any such access rights granted to Tenant by
Columbus Airport Authority, Tenant acknowledges that it shall cooperate in all
reasonable respects with Columbus Airport Authority to enable said Columbus
Airport Authority to ascertain the annual rent paid by Tenant to Landlord
hereunder and to ascertain Tenant's annual gross receipts from the Leased
Premises.

      21.25 INTEREST ON PAST DUE OBLIGATIONS. In the event any sums required
hereunder to be paid are not received when due, then all such amounts shall bear
interest from the due date thereof until paid at the rate of eighteen percent
(18%) per annum. Tenant shall pay the foregoing interest thereon in addition to
all default remedies of Landlord pursuant to Section 19.2 above.

                                       29
<PAGE>

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

                                    LANDLORD:
                                    4300 EAST FIFTH AVENUE LLC,
                                    an Ohio limited liability company

                                      By:  JUBILEE-AIRCENTER, L.L.C.,
                                           a Delaware limited liability company
                                           Its Managing Member

                                           By:  JUBILEE LIMITED PARTNERSHIP,
                                                an Ohio limited partnership,
                                                Its Managing Member

                                                By: SCHOTTENSTEIN
                                                    PROFESSIONAL
                                                    ASSET MANAGEMENT
                                                    CORPORATION,
                                                    a Delaware corporation,
                                                    Its General Partner

/s/ Edward K. Arndt                                 BY: /s/ Jay Schottenstein
--------------------------------                    ----------------------------
Print Name: Edward K. Arndt                         Jay Schottenstein
            --------------------

/s/ Leslie A. Schutte                               ITS:
--------------------------------                    President
Print Name: Leslie. A. Schutte

                                     TENANT:
                                     VALUE CITY DEPARTMENT STORES, INC.

/s/ Robert M. Wysinski               BY: /s/ Mike Tanner
--------------------------------     --------------------
Print Name:  Robert M. Wysinski      Mike Tanner
            --------------------

/s/ Daniel Reilly                   ITS: President, COO
--------------------------------
Print Name: .Daniel Reilly

                                       30
<PAGE>

STATE OF OHIO           :
                        : ss.
COUNTY OF FRANKLIN      :

      The  foregoing  instrument  was  acknowledged  before  me this  28th day
of November,  2000,  by  Jay  Schottenstein  of  Schottenstein  Professional
Asset Management  Corporation,  a  Delaware  corporation,  General  Partner of
Jubilee Limited   Partnership,   an  Ohio  limited   partnership,   Managing
Member  of Jubilee-Aircenter  L.L.C., a Delaware limited liability company,
Managing Member of 4300 East Fifth Avenue LLC, an Ohio  limited  liability
company,  for and on behalf of said limited liability company.

                                                   /s/ Mindy McCombs
                                                   ----------------------------
                                                   Notary Public

STATE OF OHIO         :         [NOTARIAL SEAL]                MINDY McCOMBS
                      : ss.                          NOTARY PUBLIC STATE OF OHIO
COUNTY OF FRANKLIN    :                               MY COMM. EXPIRES 5/25/2004

     The foregoing instrument was acknowledged before me this 22nd day of June,
2000, by Mike Tanner, President, COO of Value City Department Stores, Inc., for
and on behalf of said company.

                                                    /s/ Karen K. Beavers
                                                    ---------------------------
                                                    Notary Public

                               [NOTARIAL SEAL]           KAREN K. BEAVERS
                                                          NOTARY PUBLIC
                                                   IN AND FOR THE STATE OF OHIO
                                                       MY COMMISSION EXPIRES
                                                          NOVEMBER 18 2002

                                       31
<PAGE>

                                 EXHIBIT "A"

                                 DESCRIPTION OF
                                  179.966 ACRES
                            UNITED STATES OF AMERICA
                                EAST FIFTH AVENUE

     Situate in the State of Ohio, County of Franklin, City of Columbus, lying
in Quarter Township 4, Township 1, Range 17, United States Military Lands, and
being part of the 87.93 acre tract conveyed as Tract No. 100-1 to the United
States of America by deed of record in O.R. 07414 C07, all of the 42.294 and
part of the 65.096 acre tracts conveyed as Parcel No. 1 and Parcel No. 2,
respectively, to the United States of America (Department of the Navy) by deed
of record in Deed Book 1610, Page 289, part of the 2.001 acre tract conveyed to
the United States of America (Department of the Navy) by deed of record in Deed
Book 1753, Page 162, and part of the 62.068 acre tract conveyed to the United
States of America by deed of record in Deed Book 1733, Page 399, and part of the
original 230 acre tract conveyed to the United States of America as described in
the "JUDGEMENT ON DECLARATION OF TAKING" document Civil No. 5426, filed of
record in Deed Book 2140, Page 381, records of the Recorder's Office, Franklin
County, Ohio, and being more particularly described as follows:

     Begin for reference at a point in the centerline intersection of East Fifth
Avenue (100 feet in width) and North Yearling Road (80 feet in width);

     Thence S 86 degrees 13' 27" E, a distance of 620.11 feet, along said
centerline of East Fifth Avenue, to a point in the southerly extension of the
line common to said 87.93 acre tract and Port Columbus International Airport;

     Thence N 04 degrees 58' 23" E, a distance of 50.01 feet, along said
southerly extension, to an iron pin set in the northerly right-of-way line of
said East Fifth Avenue, at the southeasterly corner of said 87.93 acre tract.
Said iron pin being located S 04(degree) 58' 23" W, a distance of 3.50 feet from
a concrete monument found, and the POINT OF TRUE BEGINNING of the
herein-described tract;

     Thence the following three (3) courses and distances along said northerly
right-of-way line of East Fifth Avenue and the southerly lines of said 87.93
acre tract:

     1.   Thence N 86 degrees 13' 27" W, a distance of 841.35 feet, to a
          railroad spike set at the point of curvature of a curve to the left;

     2.   Thence southwesterly along arc of said curve having a radius of
          3,869.72 feet, a central angle of 19 degrees 59' 37", and a chord
          bearing S 83 degrees 46' 45" W, a chord distance of 1343.51 feet, to
          an iron pin set at the point of tangency;

     3.   Thence S 73 degrees 46' 56" W, a distance of 174.10 feet, to a point
          at a common corner of said 87.93 acre tract and a tract of land
          conveyed to Caprail I, Inc., by deed of record in O.R. 19183 E09;

     Thence the following four (4) courses and distances along the lines common
to said 87.93 and Caprail I, Inc., tracts:

     1.   Thence N 03 degrees 55' 48" E, a distance of 125.36 feet, to an iron
          pin set;

                                       1
<PAGE>

     2.   Thence N 39 degrees 28' 11" E, a distance of 247.48 feet, to a
          railroad spike set;

     3.   Thence N 85 degrees 02' 15" W, a distance of 143.29 feet, to an iron
          pin set;

     4.   Thence N 04 degrees 37' 03" E, a distance of 93.36 feet, to an iron
          pin set at the common corner of said 87.93, Caprail I, Inc., and
          aforesaid 65.096 acre tracts;

     Thence S 21 degrees 42' 35" W, a distance of 155.60 feet, along the line
common to said Caprail I, Inc., and 65.096 acre tracts, to an iron pin set at
the common corner of said Caprail I, Inc., 65.096, and aforesaid 42.294 acre
tracts;

     Thence the following three (3) courses and distances along the lines common
to said Caprail I, Inc. and 42.294 acre tracts:

     1.   Thence S 47 degrees 35' 09" W, a distance of 500.08 feet, to an iron
          pin set in a curve concaving to the northwest;

     2.   Thence westerly along arc of said curve having a radius of 7539.49
          feet, a central angle of 8 degrees 21' 34", and a chord bearing S
          79 degrees 22' 09" W, a chord distance of 1,099.03 feet, to an iron
          pin set at the point of tangency;

     3.   Thence S 83 degrees 32' 56" W, a distance of 886.59 feet, along a line
          100.00 feet northerly of, as measured by right angles, said centerline
          of East Fifth Avenue, to an iron pin found at the common corner of
          said 42.294 acre tract and the 0.336 acre tract conveyed as Parcel I
          to Jesse and Elizabeth A. Persinger, by deed of record in
          O.R.04250 G17;

     Thence N 04 degrees 32' 40" E, a distance of 1346.57 feet, along the
westerly line of said 42.294 acre tract and the easterly lines of said 0.336
acre tract, the 1.285 acre tract conveyed to Columbus Aircraft Components, Inc.,
by deed of record in O.R. 24226 H13, the 0.598 acre tract conveyed to
Steelmasters of Columbus, Inc., by deed of record in O.R. 03054 J04, the 1.924
acre tract conveyed to Rich-Lar Company by deed of record in O.R. 14442 F11,
and the 2.353 acre tract conveyed to Modern Builders Supply, Inc., by deed of
record in O.R. 21382 B11, passing a concrete monument found at a distance of
1306.62 feet, to a railroad spike set in the centerline of James Road (60 feet
in width), and a southerly line of aforesaid 62.068 acre tract, at the common
corner of said 42.294 and 2.353 acre tracts;

     Thence S 53 degrees 12' 32" W, a distance of 1431.52 feet, along said
centerline of James Road, said Southerly line of the 62.068 acre tract, and the
northerly lines of said 2.353 acre tract, the 1.716 acre tract conveyed as
Parcel I, to Modern Builders Supply, Inc. by deed of record in O.R. 08747 C15,
the original 5.205 acre tract conveyed to Modern Builders Supply, Inc. by deed
of record in O.R. 31464 101, the 0.610 acre tract conveyed to Modern Builders
Supply, Inc. by deed of record in O.R. 03585 F09, the 1.5187 acre tract conveyed
to Hiram Richardson, by deed of record in O.R. 12535 D19, and the 0.884 and
0.589 acre tracts conveyed as Parcel I and Parcel II, respectively, to George K.
Hiles, Jr., by deed of record in O.R. 30152 D13, passing a railroad spike found
on line at a distance of 688.25 feet, to a railroad spike found at the common
corner of said 62.068 acre tract and the 10.112 acre tract conveyed to Abraham
and Renia Schwartz by deed of record in O.R. 03273 A19;

                                     2
<PAGE>

     Thence N 04 degrees 38' 56" E, a distance of 1038.76 feet, along the
westerly line of said 62.068 acre tract and the easterly line of said 10.112
acre tract, to an iron pin found at the common corner of said 10.112 acre tract
and aforesaid original 230 acre tract;

     Thence N 86 degrees 25' 34" W, a distance of 723.97 feet, along a southerly
line of said original 230 acre tract, and the northerly lines of said 10.112 and
the 36.0926 acre tract conveyed to Beverage Management, Inc. by deed of record
in O.R. 32545 C20, to an iron pin set at a common corner of said original 230
and 36.0926 acre tracts. Said iron pin being located S 86 degrees 25' 34" E, a
distance of 6.95 feet from an iron pin found;

     Thence N 02 degrees 41' 14" E, a distance of 258.92 feet, along a line
common to said original 230 and 36.0926 acre tracts, to an iron pin set in the
southerly line of the 51.39 acre tract conveyed as Parcel B, to the City of
Columbus by deed of record in O.R. 06730 B15, at a common corner to said
original 230 and 36.0926 acre tracts. Said iron pin being located S 85 degrees
47' 40" E, a distance of 7.34 feet from an iron pin found in the line common to
said 36.0926 and 51.39 acre tracts;

     Thence S 86 degrees 23' 16" E, a distance of 733.28 feet, along the
southerly line of said 51.39 acre tract, to an iron pin found in said westerly
line of the 62.068 acre tract, at the southeasterly corner of said 51.30 acre
tract;

     Thence N 04 degrees 44' 59" E, a distance of 238.71 feet, along said
westerly line of the 62.068 acre tract, and the easterly line of said 51.39 acre
tract, to an iron pin set;

     Thence S 85 degrees 32' 02" E, a distance 5724.24 feet, along a line
1400.00 feet southerly of, as measured by right angles, the Port Columbus
International Airport East-West Runway 10R-28L, and across said 62.068,
aforesaid 2.001, said 65.096, and said 87.93 acre tracts, to an iron pin set in
the aforesaid line common to the 87.93 acre tract and Port Columbus
International Airport;

     Thence S 04 degrees 58' 23" W, a distance of 1072.63 feet, along said line
common to the 87.93 acre tract and Port Columbus International Airport, passing
aforesaid concrete monument found at a distance of 1069.13 feet, to the POINT OF
TRUE BEGINNING. Containing 179.966 acres more or less, of which 0.977 acres more
or less, lies within the existing right-of-way of James Road, and being subject
to all easements, and restrictions and rights-of-way of record.

     The bearings in the above description were based on the bearing of S
85 degrees 33' 07" E for the centerline of International Gateway (Airport Road)
as shown on the State of Ohio Department of Transportation Right-of-Way Plans
FRA-670-3.93-AA.

                   [STATE OF OHIO
                   J. TODD HENWOOD
                   7660 REGISTERED
                   PROFESSIONAL SURVEYOR]

                                                 R. D. ZANDE & ASSOCIATES, INC.

                                                /s/ J. Todd Henwood
                                                ------------------------------
                                                Registered Surveyor No. 7660
JTH/ts/4137B-D.001
September 30, 1996

                                       3
<PAGE>

Excluding therefrom the following:

                                 DESCRIPTION OF
                                   &492 ACRES
                                   JAMES ROAD

      Since in the State of Ohio, County of Franklin City of Columbus, lying in
Quarter Township 4, Township 1, Range 17, United States Military Leads and being
part of the 62.068 acre tract conveyed to the United States of America by Ord.
No. 52-53, dated Jan. 19, 1953, of record in Deed Book 1733, Page 399. records
of the Recorder 1 Office, and being more particularly described as follows:

      BEGINNING as a railroad spike found in the centerline of James Road (60
feet in width) as the common corner of said 62.068 acre tract and the 10.112
acre tract conveyed to Abraham and Renis Schwartz by deed of record in O.R.
03273 A19;

      Thence N 04' 38' 56" E, distance of 1038.76 feet, along the line common to
said 62.068 and 10.112 acre tracts, to an iron pin found at the common comer of
said 10.112 acre tract and the original 230 acre tract conveyed to the United
States of America by deed of record in Deed Book 2140, Page 381;

      Thence continue N 04" 38' 56" E, a distance of 89.00 feet, along the line
common to said 62.068 and original 230 acre tracts, to an iron pin set on a
curve conserving to the Northeast (being the southeast right-of-way line of a
proposed 80 feet road);

      Thence the following three (3) courses and distances across said 62.068
acre tract:

      1.    Thence easterly along art of said curve, (and along said southerly
            right-of-way line of the proposed 80 foot said), having a radius of
            640.00 feet, a central angle of 29' 17' 41", and a chord bearing S
            70" 53' 11" E, a chord distance of 323.67 feet to an iron pin set
            the point of tangency.

      2.    Thence S 85" 32' 02" E, a distance of 106.45 feet, (continuing along
            said southerly right -of-way line of the proposed 80 foot road), to
            an iron pin set;

      3.    Thence S 04" 39' 14" W, a distance of 676.63 feet, to a railroad
            spike set in the aforesaid centerline of James Road and
            southeasterly line of the 62.068 acre tract.

      Thence S 53" 17' 32" W, a distance of 560.00 feet, along said centerline
of James Road and southeasterly line of the 62.068 acre tract, to the POINT OF
BEGINNING. Containing 8.492 acres, more or less, and being subject to all
easements, restrictions, and right-of-way of record.

      The bearing in the above description are based on the bearing of S 15" 33'
07" E, for the centerline of International Gateway (Airport Road) as shown on
the State of Ohio, Department of Transportation Right -of-Way Plans
FRA-670-3.93-AA.

????

                                       A-4
<PAGE>

EXHIBIT "C"

                              [BUILDING FLOOR PLAN]

<PAGE>

                                                                     EXHIBIT "C"

                               [LOWER LEVEL PLAN]