Exhibit 10.13


                            SUBLEASE AGREEMENT DATED
                              JULY 1, 1996 BETWEEN
                    GERALD G. MERCER AND AIRNET SYSTEMS, INC.




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                                S U B L E A S E



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                                TABLE OF CONTENTS


INTRODUCTORY STATEMENT-------------------------------------------------------1
ARTICLE I.  GRANT AND TERM---------------------------------------------------1

   Section  1.01 - Demised  Premises-----------------------------------------1
   Section  1.02 (a) - Term--------------------------------------------------2
   Section  1.03 - Renewal Option--------------------------------------------2

ARTICLE II.  RENT AND DEPOSIT------------------------------------------------2

   Section  2.01 (a) - Minimum  Rent-----------------------------------------2
   Section  2.01 (b) - Prime Lease  Rent-------------------------------------3
   Section  2.02 - Payments by  SubTenant------------------------------------3
   Section  2.03 - Late Charge-----------------------------------------------3

ARTICLE III - PREPARATION OF DEMISED PREMISES--------------------------------3

   Section  3.01 - Site  Plan------------------------------------------------4
   Section  3.02 -  SubLandlord's  Work--------------------------------------4
   Section  3.03 -  SubTenant's  Work----------------------------------------4
   Section  3.04 - Alterations by SubTenant----------------------------------4

ARTICLE IV - CONDUCT  OF  BUSINESS-------------------------------------------5
   Section  4.01 - Use and Trade  Name---------------------------------------5
   Section  4.02 -  Estoppel  Certificate------------------------------------5
   Section  4.03 -  Utilities------------------------------------------------5
   Section  4.04 -  Sign-----------------------------------------------------5
   Section  4.05 -  SubTenant's  Warranties----------------------------------5
   Section  4.06 - Legal  Requirements---------------------------------------6
   Section  4.07 - Hazardous Materials---------------------------------------6

ARTICLE V.  REPAIRS AND MAINTENANCE------------------------------------------7
   Section  5.01 - SubLandlord's Obligations---------------------------------7
   Section  5.02 - SubTenant's Obligations-----------------------------------7

ARTICLE VI.  REAL ESTATE TAXES-----------------------------------------------7

   Section  6.01 - Liability-------------------------------------------------7
   Section  6.02 - Method of Payment-----------------------------------------8


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ARTICLE VII.  INSURANCE------------------------------------------------------8
   Section  7.01 - SubTenant's Obligations-----------------------------------8
   Section  7.02 - Covenants to Hold Harmless--------------------------------9
   Section  7.03 - Liability of SubLandlord to SubTenant--------------------10

ARTICLE VIII.  DESTRUCTION OF DEMISED PREMISES    --------------------------10

   Section  8.01 - Continuance of SubLease----------------------------------10
   Section  8.02 - Reconstruction:  Rent Abatement--------------------------10

ARTICLE IX.  CONDEMNATION---------------------------------------------------10

   Section  9.01 - Eminent Domain-------------------------------------------11

ARTICLE X.  ASSIGNMENT, SUBLETTING AND ENCUMBERING SUBLEASE-----------------11

ARTICLE XI.  SUBORDINATION AND FINANCING------------------------------------11

   Section  11.01 -  Subordination------------------------------------------11
   Section  11.02 -  Attornment---------------------------------------------12
   Section  11.03 - Financing-----------------------------------------------12

ARTICLE XII.  DEFAULTS------------------------------------------------------12

   Section  12.01 - Elements of  Default------------------------------------12
   Section  12.02 -  SubLandlord's  Remedies--------------------------------13
   Section  12.03 - Additional  Remedies and  Waivers-----------------------14
   Section  12.04 - Cure of  Default----------------------------------------14
   Section  12.05 - Default by SubLandlord----------------------------------15

ARTICLE XIII.  RIGHT OF ACCESS----------------------------------------------15

ARTICLE XIV.  DELAYS--------------------------------------------------------15

ARTICLE XV.  END OF TERM----------------------------------------------------15

   Section  15.01 - Return of Demised Premises------------------------------15
   Section  15.02 - Holding Over--------------------------------------------16

ARTICLE XVI.  COVENANT OF QUIET ENJOYMENT-----------------------------------16

ARTICLE XVII.  MISCELLANEOUS------------------------------------------------16


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                               SUBLEASE AGREEMENT


      THIS SUBLEASE AGREEMENT ("SubLease") is made and entered into this 1st day
of July,  1996 (the  "Effective  Date"),  by and between  Gerald G.  Mercer,  an
individual, having his principal office address at 700 Ackerman Road, Suite 400,
Columbus,  Ohio 43202  (hereinafter  referred  to as  "SubLandlord")  and Airnet
Systems, Inc., an Ohio corporation,  having its principal office address at 3939
International  Gateway,   Columbus,  Ohio  43219  (hereinafter  referred  to  as
"SubTenant").

                             INTRODUCTORY STATEMENT

      (a) SubLandlord is the present Lessee of a portion of the Demised Premises
under a certain Lease Agreement by and between the City of Columbus and Jerry G.
Mercer,  dated August 15, 1984 (hereinafter  referred to as Prime Lease I), said
Prime Lease I encompasses a certain 0.249 acre tract.

      (b) SubLandlord is the present Lessee of a portion of the Demised Premises
under a certain Lease Agreement by and between the City of Columbus and Jerry G.
Mercer,  dated October 4, 1984, as modified by Lease Modification #1, dated June
11, 1985, Lease  Modification  #2, dated June 11, 1986,  Lease  Modification #3,
dated May 11, 1987,  Lease  Modification  #4,  dated August 17, 1989,  and Lease
Modification #5, dated December 15, 1994, (hereinafter  collectively referred to
as the Prime Lease II), said Prime Lease II  encompasses  a certain  10.490 acre
tract.

      SubLandlord leases the Demised Premises to SubTenant,  and SubTenant takes
the Demised Premises from SubLandlord,  upon,  subject to and in accordance with
the  provisions  of each of Prime Lease I and Prime Lease II  (collectively  the
"Prime Lease").

      This SubLease is subject and  subordinate  to all of the provisions of the
Prime  Lease.  SubTenant  acknowledges  receipt  of a copy of the  Prime  Lease.
SubTenant  representatives  have  read the Prime  Lease,  is  familiar  with its
provisions,  and  accepts  this  SubLease  and its  responsibilities  under  the
SubLease subject and subordinate to all of the provisions of the Prime Lease.

                                    ARTICLE I

                            ARTICLE I. GRANT AND TERM

     Section 1.01 - Demised Premises:  SubLandlord hereby subleases to SubTenant
for the term and upon the term, covenants and conditions  hereinafter set forth,
the property designated as PDQ Complex on attached Exhibit "A" (or by such other
name  as  SubTenant  may  from  time  to  time  hereafter  designate)  and  more
specifically  described  on  attached  Exhibit  "B"  (hereinafter  the  "Demised
Premises").

     Section  1.02 - Term:  The term of this  SubLease  shall be for a period of
eight (8) years and one(1) month, commencing on the Effective Date, and expiring
midnight on July 30, 2004,  unless  sooner  terminated or extended in accordance
with the  provisions  hereof (the  "Expiration  Date").  The first SubLease Year
shall  commence  on the  Effective  Date  and  end on  December  31,  1996.  All
subsequent  SubLease  Years shall  commence on January 1 and continue for twelve
(12) consecutive calendar months thereafter,  except that the last SubLease Year
shall end on the SubLease Expiration Date.

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     Section 1.03 - Renewal Option: It is intended that SubTenant shall have the
right to exercise (a) a first renewal  option for the period from August 1, 2004
through  and  including  December  31, 2009 and (b) a second  renewal  option of
twenty (20) years commencing on January 1, 2010 and continuing  through December
31, 2029, as to the entire Demised  Premises,  all in accordance with each Prime
Lease, by giving written notice to SubLandlord no earlier than two hundred forty
(240) days  prior to the end of the then  lease  term and not later than  ninety
(90) days prior to the end of the then lease  term.  All  terms,  covenants  and
conditions of this  SubLease  shall remain and continue in full force and effect
during each  renewal  term,  except  Minimum  Rent which shall be  increased  to
reflect current market rent as mutually agreed by SubLandlord and SubTenant.

      Notwithstanding  the aforesaid,  the Parties hereby  acknowledge  that the
initial  term for Prime Lease I expires on July 31,  2004,  and the initial term
for Prime Lease II expires on December 31, 2009.  The Parties  shall  co-operate
and  diligently  work  together to obtain the agreement of the Landlord on Prime
Lease I to extend  the  initial  term of Prime  Lease I to  December  31,  2009,
thereby  making  the  initial  term of each  Prime  Lease  coterminous  and thus
accommodating  the exercise of the first renewal option as to the entire Demised
Premises..  However,  in the event the Parties cannot  accomplish the same, then
the Parties shall amend this SubLease,  and specifically this Section 1.03 as to
the  renewal  options,  to  reflect  the  separate  and  different  Prime  Lease
termination dates for the respective portions of the Demised Premises covered by
each Prime  Lease,  as set forth  above,  and shall  adjust the several  renewal
options accordingly.

                          ARTICLE II. RENT AND DEPOSIT


     Section  2.01 (a) - Minimum  Rent:  Commencing  on the  Effective  Date and
continuing  during the entire  term of the  SubLease,  the  SubTenant  shall pay
annual  "Minimum  Rent" for the Demised  Premises in the amount of Nine  Hundred
Thousand  Dollars  ($900,000)  per  annum,  in  equal  monthly  installments  of
Seventy-Five  Thousand Dollars ($75,000) per month,  without demand,  deduction,
set-off or counterclaim, in advance, on the first (1st) day of each month.

      The first  installment  of  Minimum  Rent  shall be deemed  payable on the
Effective Date. If the Effective Date occurs on a day other than the first (1st)
day of a month,  Minimum Rent shall be prorated on a daily basis on the basis of
a thirty (30) day month. In addition,  in the event the first SubLease year is a
partial year,  then all annual  Minimum Rent shall be prorated on the basis of a
twelve (12) month year.


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     Section 2.01 (b) - Prime Lease Rent: In addition to the Minimum Rent stated
in Section 2.01 (a),  SubTenant shall pay to  SubLandlord,  as and when the same
becomes due and payable, as a part of Additional Rent, all rental obligations of
SubLandlord  set  forth in  Prime  Lease I & II.  Said  rental  obligations  are
currently  One  Hundred  Ninety  Seven and  65/100  Dollars  ($197.65)  and Nine
Thousand  Three  Hundred  Thirty  and  37/100  Dollars   ($9330.37)  per  month,
respectively.

      The  parties  acknowledge  that the Rental due under the "Prime  Lease" is
subject  to an  increase  every  three (3) years of the Prime  Lease  term.  The
parties  agree to adjust the  portion  of  Additional  Rent set forth  herein in
accordance with any increase in the Prime Lease.

     Section 2.02 - Payments by SubTenant: Throughout the term of this SubLease,
SubTenant  shall pay to  SubLandlord,  without  demand,  deduction,  set-off  or
counterclaim,  the rent,  which is hereby defined as the sum of the Minimum Rent
and all  Additional  Rent (as  defined in this  SubLease),  when and as the same
shall be due and payable  hereunder.  Unless otherwise stated, all other sums of
money or charges  payable to  SubLandlord  from  SubTenant  by this  SubLease in
excess of Minimum  Rent are  defined as  "Additional  Rent" and are due ten (10)
days after the rendering of an invoice therefor, without any deduction,  set-off
or counterclaim,  and failure to pay such charges carries the same  consequences
as SubTenant's failure to pay Minimum Rent. All payments and charges required to
be made by  SubTenant  to  SubLandlord  hereunder  shall be  payable  in coin or
currency of the United States of America,  at the address  indicated  herein. No
payment to or receipt by  SubLandlord  of a lesser  amount than that then amount
required to be paid hereunder shall be deemed to be other than on account of the
earliest  amount  of such  obligation  then due  hereunder.  No  endorsement  or
statement on any check or other  communication  accompanying a check for payment
of any amounts payable hereunder shall be deemed an accord and satisfaction, and
SubLandlord  may  accept  any  such  check  in  payment  without   prejudice  to
SubLandlord's  right  to  recover  the  balance  of any sums  owed by  SubTenant
hereunder.

     Section 2.03 - Late Charge: In the event any sums required  hereunder to be
paid are not  received on or before the fifth (5th)  calendar day after the same
are due, then, for each and every late payment, SubTenant shall immediately pay,
as  Additional  Rent,  a service  charge  equal to the greater of Fifty  Dollars
($50.00),  or Ten Dollars  ($10.00) per day for each day,  after the due date of
such payment,  that such payment has not been received by  SubLandlord,  or four
percent (4%) per month of the amount required to be paid.  Notwithstanding  this
service  charge,  SubTenant  shall be in  Default  under  this  SubLease  if all
payments  required to be made by  SubTenant  are not made at or before the times
herein stipulated.

                  ARTICLE III - PREPARATION OF DEMISED PREMISES


     Section 3.01 - Site Plan:  Exhibit "A" sets forth the general layout of the
Demised  Premises.  SubLandlord  does not warrant or represent  that the Demised
Premises is constructed exactly as shown thereon.


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     Section  3.02 -  SubLandlord's  Work:  SubTenant  consents  to  accept  the
Premises in an "as is, where is" condition.

     Section  3.03 -  SubTenant's  Work:  Any and all  work to be  performed  by
SubTenant shall be subject to SubLandlord's  prior written approval and shall be
in accordance with good construction  practices,  all applicable laws, insurance
requirements  and  SubLandlord's  reasonable  rules  and  regulations.  Further,
SubLandlord  shall have no responsibility or liability for any loss or damage to
any property  belonging to SubTenant.  The  SubTenant  agrees to pay for all the
utilities used or consumed in the Demised Premises by SubTenant on and after the
Effective  Date.  SubTenant  shall obtain,  at  SubTenant's  sole  expense,  all
certificates  and  approvals  which may be  necessary so that a  certificate  of
occupancy  for  the  Demised  Premises  may  be  issued.   Copies  of  all  such
certificates shall be delivered to SubLandlord.

     Section 3.04 - Alterations by SubTenant:

            (a) SubTenant may not make any exterior or structural alterations to
the  Demised  Premises  without the prior  written  consent of  SubLandlord.  In
addition,  SubTenant  shall  not  make,  except in an  emergency,  any  interior
alterations,  except  for  alterations  to the  interior  decor  of the  Demised
Premises, or other interior non-structural  modifications,  without giving prior
written  notice to  SubLandlord  and  SubLandlord  giving  SubTenant its consent
therefor.  Any such  alterations  shall be performed  in a good and  workmanlike
manner and in accordance with applicable  legal and insurance  requirements  and
the terms and provisions of this SubLease.

            (b) In the  event  that any  mechanic's  lien is filed  against  the
Demised Premises as a result of any work or act of SubTenant,  SubTenant, at its
expense,  shall  discharge  or bond off the same  within  ten (10) days from the
filing  thereof.   If  SubTenant  fails  to  discharge  said  mechanic's   lien,
SubLandlord  may bond or pay without  inquiring  into the  validity of merits of
such  lien  said  lien  and all sums so  advanced  shall  be paid on  demand  as
Additional Rent.

            (c) Prior to the  commencement  of any work by SubTenant,  SubTenant
shall obtain  public  liability and workmen's  compensation  insurance,  both in
amounts  acceptable to SubLandlord,  to cover every contractor to be employed by
SubTenant,  and shall deliver  duplicate  originals of all  certificates of such
insurance to SubLandlord for written approval.

            (d) If, in an emergency,  it shall become  necessary to make repairs
required to be made by SubTenant,  SubLandlord may reenter the Demised  Premises
and proceed to have such repairs made and pay the costs thereof. SubTenant shall
pay the SubLandlord the costs of such repairs on demand as Additional Rent.

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                        ARTICLE IV - CONDUCT OF BUSINESS


     Section  4.01 - Use and Trade  Name:  SubTenant  shall use and  occupy  the
Demised  Premises for the following  purposes  only,  and for no other  purpose:
Constructing  and operating  aircraft  hangars,  associated  office  facilities,
aircraft ramp, and fuel storage for the conduct of aviation  related  operations
for which it has valid permits.

     Section 4.02 - Estoppel Certificate: From time to time and upon twenty (20)
days   notice,   SubTenant   agrees   to   execute   and   deliver   a   written
acceptance/estoppel  certificate  confirming  that  SubTenant  has  accepted the
Demised  Premises and such other facts  relative to this SubLease as SubLandlord
or any  mortgagee  of the  Demised  Premises  may  request to be  confirmed.  If
SubTenant  fails  to  execute  such   certificate,   SubTenant  hereby  appoints
SubLandlord as its  attorney-in-fact,  irrevocably,  to execute and deliver such
certificate for SubTenant, or SubLandlord may elect to terminate this SubLease.

     Section 4.03 - Utilities:  SubTenant, at its expense, shall arrange for and
pay all costs and charges for all utilities and services  provided or used in or
at the Demised  Premises,  commencing with the Effective Date and throughout the
term of this  SubLease.  SubTenant  shall pay  directly  to the  public  utility
companies the cost of installation of any and all utility services not presently
at the  Demised  Premises.  SubTenant  agrees  to  indemnify  and hold  harmless
SubLandlord  from and against any and all claims  arising from the  installation
and  maintenance  of such  utility  services  and from all costs and charges for
utilities consumed on or by the Demised Premises.

     Section 4.04 - Sign:  SubTenant  shall  install and maintain its signage in
accordance with all appropriate governmental ordinances,  regulations, rules and
laws.

     Section 4.05 -  SubTenant's  Warranties:  SubTenant  warrants,  represents,
covenants and agrees to and with SubLandlord, that throughout the term hereof it
shall: (i) keep the Demised  Premises in a neat and clean  condition,  (ii) pay,
before  delinquent,  any and all taxes,  assessments  and public charges imposed
upon  SubTenant's  business  or  fixtures,  and pay when due all fees of similar
nature,  (iii) observe all rules and  regulations  established  by  SubLandlord,
provided  SubTenant shall be given at least five (5) days notice  thereof,  (iv)
observe all restrictive  covenants of record which are applicable to the Demised
Premises,  provided the same do not prohibit  SubTenant's  permitted  use of the
Demised Premises,  (v) keep the Demised Premises  sufficiently heated to prevent
freezing of water in pipes and fixtures in and about the Demised  Premises,  and
(vi) keep the temperature  within the Demised  Premises at such levels as may be
required by any federal, state or local laws, ordinances or regulations.

     Section  4.06 - Legal  Requirements:  SubTenant  shall at its own  expense,
comply with all laws, orders,  ordinances and with directions of public officers
thereunder, with all applicable Board of Fire Insurance Underwriters regulations
and  other  requirements  and  with all  notices  from  SubLandlord's  mortgagee
respecting  all matters of occupancy,  condition or  maintenance  of the Demised
Premises,  whether such orders or  directions  shall be directed to SubTenant or
SubLandlord,  and  SubTenant  shall hold  SubLandlord  harmless from any and all
costs or expenses on account  thereof.  SubTenant shall procure and maintain all
licenses and permits legally necessary for the operation of SubTenant's business
and allow SubLandlord to inspect them on request.


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     Section 4.07 - Hazardous  Materials:  The SubTenant agrees that it will not
place, hold or dispose of any Hazardous Material (defined hereinafter) on, under
or at the Demised  Premises  except as permitted  under this SubLease and in all
such cases in strict compliance with all applicable laws, rules and regulations,
and further that it will not at anytime use the Demised Premises as a treatment,
storage or disposal  (whether  permanent or  temporary)  site for any  Hazardous
Material.  SubTenant further agrees that it will not cause or allow any asbestos
to be incorporated into any improvements or alterations which it makes or causes
to be made to the Demised Premises. SubTenant hereby indemnifies the SubLandlord
against any and all losses, liabilities,  damages, injuries, costs, expenses and
claims of any and every kind whatsoever  (including,  without limitation,  court
costs and  attorney's  fees) which at any time or from time to time may be paid,
incurred or suffered by, or asserted  against the SubLandlord  for, with respect
to,  or as a direct or  indirect  result  of (A) a breach  by  SubTenant  of the
foregoing covenants,  or (B) to the extent caused or allowed by SubTenant or any
agent, employee,  invitee or licensee of SubTenant, the presence on or under, or
the escape, seepage, leakage, spillage,  discharge,  emission from, onto or into
the Demised  Premises,  the  atmosphere,  or any  watercourse,  body of water or
groundwater,  of any Hazardous  Material  (including,  without  limitation,  any
losses,  liabilities,  damages,  injuries, costs, expenses or claims asserted or
arising  under  the  Comprehensive  Environmental  Response,   Compensation  and
Liability  Act,  any  so-called  "Superfund"  or  "Superlien"  law, or any other
Federal, state, local or other statute, law, ordinance,  code, rule, regulation,
order or decree  regulating,  relating to or imposing  liability or standards of
conduct  concerning  any  Hazardous   Material);   and  the  provisions  of  and
undertakings  and  indemnification  set out in this paragraph  shall survive the
termination of this SubLease, and shall continue to be the liability, obligation
and indemnification of the SubTenant,  binding upon the SubTenant,  forever. The
provisions  of  the  preceding  sentence  shall  govern  and  control  over  any
inconsistent  provision  of  this  SubLease.  For  purposes  of  this  SubLease,
"Hazardous Material" means and includes any hazardous substance or any pollutant
or  contaminant  defined  as  such  in (or for  purposes  of) the  Comprehensive
Environmental   Response,   Compensation,   and  Liability  Act,  any  so-called
"Superfund" or "Superlien" law, the Toxic  Substances  Control Act, or any other
Federal, state or local statute, law, ordinance,  code, rule, regulation,  order
or decree regulating,  relating to or imposing liability or standards of conduct
concerning,  any hazardous,  toxic or dangerous waste, substance or material, as
now or at any  time  hereafter  in  effect,  or any  other  hazardous,  toxic or
dangerous, waste, substance or material.

The parties  acknowledge  and agree that SubTenant has and may continue to use a
portion of the Demised  Premises  covered by Prime  Lease I as a petroleum  fuel
storage facility for the conduct of its aviation related business  activities as
provided for in Section  4.01,  provided  however such use may continue  only so
long as  SubTenant  operates  said  petroleum  fuel  storage  facility in strict
compliance with all appropriate laws, rules and regulations.

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                       ARTICLE V. REPAIRS AND MAINTENANCE


     Section 5.01 - SubLandlord's  Obligations:  The parties hereby  acknowledge
that this is a "triple net" lease and  SubLandlord  shall have no obligation for
replacement,  repair or  maintenance  of the  Demised  Premises  except  for the
exterior structural components of the building inclusive of the roof.

     Section 5.02 - SubTenant's  Obligations:  SubTenant,  at its expense, shall
(i) make all repairs and  replacements  and perform all maintenance work that is
necessary in order to keep the Demised  Premises in good order and repair and in
a safe,  dry and  tenantable  condition,  (ii)  install and  maintain  such fire
protection  devices as may be required  by any  governmental  body or  insurance
underwriter  for the Demised  Premises,  (iii)  provide both storage and removal
services  regardless of the location of any storage and removal  facilities (iv)
change all HVAC  filters as  necessary,  but not less than five (5) times a year
and have all HVAC systems serviced as necessary, but not less often than two (2)
times a year and (v) repair or replace any portion of the Demised Premises which
is not  specifically  set forth as  SubLandlord's  responsibility  under Section
5.01.

                          ARTICLE VI. REAL ESTATE TAXES

     Section 6.01 - Liability: Commencing with the Effective Date and continuing
throughout  the  entire  term  of  this  SubLease,   SubTenant  shall  also  pay
SubLandlord,   as  Additional   Rent,  all  Taxes  (as   hereinafter   defined),
attributable  to the Demised  Premises for each tax year. The term "Taxes" means
the  total of all taxes and  assessments,  general  and  special,  ordinary  and
extraordinary,   real  and/or  personal,  foreseen  and  unforeseen,   including
assessments for public improvements and betterments, assessed, levied or imposed
with respect to the land and improvements  included within the Demised Premises.
The term "Taxes" also includes all costs  reasonably  incurred in any proceeding
brought by SubLandlord  to reduce said Taxes.  If at any time during the term of
this  SubLease,  the present method of taxation shall be changed so that in lieu
of or in  addition  to the whole or any part of any Taxes  levied,  assessed  or
imposed  on real  estate  and the  improvements  thereon  or  imposed  upon  any
personalty used in connection therewith or upon the collection of rents or other
sums due hereunder,  there shall be levied, assessed or imposed on SubLandlord a
capital  levy or other tax  directly on the rents  received  therefrom  and/or a
franchise tax,  assessment,  levy or charge measured by or based, in whole or in
part, upon such rents for the present or any future building or buildings in the
Demised Premises,  then all such taxes,  assessments,  levies or charges, or the
part  thereof so  measured or based,  shall be deemed to be included  within the
term "Taxes" for the purposes hereof.

     Section 6.02 - Method of Payment:  SubTenant  shall pay to SubLandlord  the
full  amount of any tax bill  within ten (10) days of the  delivery  of said tax
bill or other invoice  evidencing  the same to SubTenant.  In the event that any
penalties  or  interest  are  incurred  by   SubLandlord   due  to   SubTenant's
non-payment, such penalties and/or interest shall be immediately due and payable
as Additional Rent.  Notwithstanding the end of the term hereof, SubTenant shall
continue to be liable to  SubLandlord  for all Taxes  which  shall have  accrued
during and/or have been incurred by  SubLandlord  for the period of  SubTenant's
occupancy,  and SubTenant  shall promptly remit to SubLandlord any amount due to
SubLandlord upon notice from SubLandlord to SubTenant.


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                             ARTICLE VII. INSURANCE


     Section 7.01 - SubTenant's Obligations:

            (a)  SubTenant,  at its sole  cost and  expense,  shall  obtain  and
maintain during the term of this SubLease, fire and extended coverage insurance,
insuring against all reasonable perils and liabilities,  for one hundred percent
(100%) of the replacement value of the Demised Premises. Such insurance shall be
issued by an  insurance  company  licensed  to do business in the state of Ohio,
reasonably approved by SubLandlord.

            (b)  SubTenant  shall  maintain  in  force  during  the term of this
SubLease,  comprehensive  general public liability and property damage insurance
in the minimum  amount of Five  Million  Dollars  ($5,000,000.00)  for injury or
damages to the  Demised  Premises,  and Five  Million  Dollars  ($5,000,000)  of
"Umbrella"  excess  coverage;  SubTenant  agrees that  SubLandlord and the Prime
Lease  Landlord  shall be named as  additional  insured  under  such  policy  or
policies  of  insurance.  Said  insurance  shall be  carried  with a company  or
companies  approved by  SubLandlord,  which approval  shall not be  unreasonably
withheld, and said policies shall be in the form satisfactory to SubLandlord.  A
certificate or certificates  evidencing  such insurance  coverage shall be filed
with SubLandlord at the execution of this SubLease,  and such certificates shall
provide that such insurance coverage will not be reduced or cancelled without at
least  thirty  (30) prior  written  notice to  SubLandlord  and the Prime  Lease
Landlord.  At least ten (10) days prior to the  expiration  of any such  policy,
SubTenant shall file with SubLandlord a certificate  showing that such insurance
coverage  has  been  renewed.  In the  event  such  insurance  coverage  is ever
cancelled or reduced,  within five (5) days after receipt of written notice from
SubLandlord of such cancellation or reduction of coverage,  SubTenant shall file
with  SubLandlord a certificate  showing that the required  insurance  coverages
have been reinstated or provided through another  insurance company or companies
approved by SubLandlord,  which approval shall not be unreasonably  withheld. If
SubTenant  at any time  fails to provide  SubLandlord  with the  certificate  or
certificates  required  herein,  SubLandlord  shall  have the  right  to  secure
required insurance at the cost and expense of SubTenant,  plus ten percent (10%)
thereof for administrative  overhead,  all of which amounts shall be immediately
due and payable to SubLandlord as Additional Rent.

            (c) The policies  described in this Section shall: (i) be acceptable
to SubLandlord in form and content,  (ii) contain an express waiver of any right
of  subrogation  by the insurance  company  against  SubLandlord,  SubLandlord's
agents and employees,  and mortgagees and Landlord under the Prime Lease and its
mortgagee,  (iii)  contain a provision  that it shall not be canceled or reduced
and that it shall  continue in full force and  effect,  unless  SubLandlord  and
Prime  Lease  Landlord  have  received at least  thirty (30) days prior  written
notice  of  such  cancellation,  reduction  or  termination,  and  (iv)  not  be
materially  changed without thirty (30) days prior written notice to SubLandlord
and Prime lease Landlord.

                                      -70-
<PAGE>



            (d)  SubTenant  shall  not  permit  to be done  any act  which  will
invalidate  or be in conflict  with the fire  insurance  policies  covering  the
Demised Premises or any other insurance referred to in this SubLease.  SubTenant
will promptly comply with all rules and  regulations  relating to such policies.
If the acts of SubTenant or its  employees or agents shall  increase the rate of
insurance referred to in this SubLease, such increases shall be immediately paid
by  SubTenant.  If  SubTenant  fails to make any such  payments,  the same shall
become  immediately due and payable as Additional  Rent in accordance  with, and
SubLandlord shall have all of the rights set forth in Section 7.01(b), above..

     Section 7.02 - Covenants to Hold Harmless:

            (a) SubLandlord  and SubTenant each hereby  releases the other,  its
officers,  directors,  employees  and  agents  from  any  and all  liability  or
responsibility  for any  loss  or  damage  to  property  covered  by  valid  and
collectible fire insurance with standard and extended coverage endorsement, even
if such  fire or  other  casualties  shall  have  been  caused  by the  fault or
negligence of the other party, or anyone for whom such party may be responsible.
SubTenant  agrees to pay the increased  insurance  cost, if any,  resulting from
such release.

            (b)  SubTenant  hereby  indemnifies  and  agrees  to  save  harmless
SubLandlord,  any mortgagee and Landlord under the Prime Lease, from and against
all  claims  that  arise  from  or  in  connection  with  the  possession,  use,
occupation, management, repairs, maintenance or control of the Demised Premises,
or any portion thereof,  and any sidewalks  adjoining same.  SubTenant shall, at
its own cost and  expense,  defend  any and all  actions  which  may be  brought
against  SubLandlord,  any  mortgagee  or  Landlord  under the Prime  Lease with
respect to the foregoing. SubTenant shall pay, satisfy and discharge any and all
judgments,  orders and decrees which may be recovered against  SubLandlord,  any
mortgagee or master lessor in connection with the foregoing.

     Section 7.03 - Liability of SubLandlord  to SubTenant:  Except with respect
to any damages resulting from the willful misconduct of SubLandlord,  its agents
or  employees,  SubLandlord  shall  not be  liable  to  SubTenant,  its  agents,
employees or customers,  for any damage, loss,  compensation,  accident or claim
whatsoever.



                                  ARTICLE VIII

                         DESTRUCTION OF DEMISED PREMISES

     Section 8.01 - Continuance of SubLease:  In the event the Demised  Premises
shall be partially or totally  destroyed by fire or other casualty insured under
the  provisions  of Section  7.01 above,  so as to become  partially  or totally
untenantable, then the damage to the Demised Premises shall be promptly repaired
by  SubLandlord,  unless  SubLandlord  shall  elect not to  rebuild or repair as
hereinafter set forth,  and Rent and other charges shall be abated in proportion
to the amount of the Demised Premises rendered  untenantable  until so repaired.
In no event  shall  SubLandlord  be  required  to repair or replace  SubTenant's

                                      -71-
<PAGE>


leasehold improvements,  inventory, trade fixtures, furnishings or equipment. If
more than twenty-five  percent (25%) of the Demised Premises shall be damaged or
destroyed by fire or other casualty, then SubLandlord may elect that the Demised
Premises  be  repaired or rebuilt  or, at its sole  discretion,  terminate  this
SubLease by giving  written notice to SubTenant of its election to so terminate,
such notice to be given  within  ninety (90) days after the  occurrence  of such
damage or destruction. All insurance proceeds for the restoration of the Demised
Premises shall be paid to and shall be the property of SubLandlord.

      Failure of SubLandlord to timely give notice to SubTenant and/or to timely
commence restoration and repair of the Demised Premises shall give the SubTenant
the option to terminate  this  Sublease if, after giving  written  notice of the
same to the  SubLandlord,  SubLandlord  does not timely  commence and diligently
pursue such restoration and repair.

     Section 8.02 - Reconstruction, Rent Abatement: If all or any portion of the
Demised  Premises is damaged by fire or other  casualty and this SubLease is not
terminated in accordance with the above provision,  then all insurance  proceeds
however  recovered  shall be made  available  for  payment  of the cost of,  and
SubLandlord  shall use the  proceeds  from the  insurance as set forth herein to
repair,  replace  or rebuild  the  Demised  Premises.  SubTenant  shall  repair,
restore,  replace or rebuild that portion of the Demised  Premises  constituting
tenant  improvements,   trade  fixtures,  etc.,  together  with  any  additional
improvements  installed by SubTenant,  such that the Demised  Premises  shall be
restored to its  condition as of  immediately  prior to the  occurrence  of such
casualty

                            ARTICLE IX. CONDEMNATION


     Section 9.01 - Eminent Domain:  If more than  twenty-five  percent (25%) of
the square  footage of the building  situated at the Demised  Premises  shall be
taken or condemned by any competent government authority,  then either party may
elect to terminate  this  SubLease by giving  notice to the other party not more
than  sixty  (60) days  after the date of which  such  title  shall  vest in the
authority.  If the  parking  facilities  are reduced  below the minimum  parking
requirements  imposed by the applicable  authorities,  SubLandlord  may elect to
terminate  this SubLease by giving  SubTenant  notice within one hundred  twenty
(120) days after such taking. In case of any taking or condemnation,  whether or
not the term of this SubLease shall cease and terminate,  the entire award shall
be the property of SubLandlord;  provided,  however, SubTenant shall be entitled
to any award as may be allowed for fixtures and other  equipment which under the
terms of this  SubLease  would not have become the property of the  SubLandlord;
further provided, that any such award to SubTenant shall not be in diminution of
any award to SubLandlord.

                                      -72-
<PAGE>


           ARTICLE X. ASSIGNMENT, SUBLETTING AND ENCUMBERING SUBLEASE


      Section 10.01 - Consent:  SubTenant  shall not,  without the prior written
consent of the SubLandlord (which consent shall not be unreasonably  withheld or
delayed) and without  compliance  with the Prime Lease,  (i) assign or otherwise
transfer, or mortgage or otherwise encumber,  this SubLease or any of its rights
hereunder,  (ii) sublet the Demised Premises or any part thereof,  or permit the
use of the  Demised  Premises  or any part  thereof  by any  persons  other than
SubTenant or its agents,  or (iii) permit the  assignment  or other  transfer of
this SubLease or any of  SubTenant's  rights  hereunder by operation of law. Any
attempted or purported transfer,  assignment,  mortgaging or encumbering of this
SubLease or any of SubTenant's interest hereunder and any attempted or purported
subletting or grant of a right to use or occupy all or a portion of the Premises
in  violation  of the  foregoing  sentence  shall be null and void and shall not
confer  any  rights  upon any  purported  transferee,  assignee,  mortgagee,  or
occupant.

      Section  10.02 - Expenses:  Any costs and expenses,  including  attorney's
fees  incurred by  SubLandlord  in  connection  with any  proposed or  purported
assignment,  transfer  or  SubLease  shall be borne by  SubTenant  and  shall be
payable to SubLandlord as Additional Rent.

                     ARTICLE XI. SUBORDINATION AND FINANCING


     Section  11.01 -  Subordination:  This  SubLease  and  SubTenant's  tenancy
hereunder shall, at the option of Landlord,  be subject to and to subordinate at
all times to the lien of any mortgage or deed of trust now or  hereafter  placed
upon the interest of the SubLandlord and the Demised Premises.  SubTenant agrees
to execute and deliver such  instruments  as may be desired by SubLandlord or by
any mortgagee  subordinating this SubLease to the lien of any present or further
mortgage or deed of trust. To the extent SubTenant's  tenancy hereunder shall be
made  subordinate  to the rights of any future  mortgage or deed of trust,  such
subordination  shall be subject to the condition that  SubTenant's  rights under
this  Sublease  shall not be  disturbed  so long as  SubTenant is not in default
hereunder.   SubTenant   hereby  appoints   SubLandlord  its   attorney-in-fact,
irrevocably, to execute and deliver any such instrument on behalf of SubTenant.

     Section  11.02 -  Attornment:  If, and so long as this  SubLease is in full
force and effect,  then at the option of any mortgagee of SubLandlord:  (i) this
SubLease  shall remain in full force,  notwithstanding  (A) a default  under the
mortgage  by  SubLandlord,  (B)  failure  of  SubLandlord  to  comply  with this
SubLease, (C) a defense to which SubTenant might be entitled against SubLandlord
under this SubLease,  or (D) any bankruptcy or similar  proceedings with respect
to SubLandlord, (ii) if any such mortgagee of SubLandlord shall become possessed
of the Demised  Premises,  SubTenant  shall be  obligated  to such  mortgagee of
SubLandlord  to pay to it the rentals and other  charges  due  hereunder  and to
thereafter comply with all the terms of this SubLease, (iii) if any mortgagee of
SubLandlord  or other  purchaser,  at a private  or  public  sale,  pursuant  to
foreclosure of any mortgage or otherwise,  shall become possessed of the Demised
Premises, SubTenant shall, without charge, attorn to such mortgagee or purchaser
as its SubLandlord under the SubLease.


                                      -73-
<PAGE>


     Section  11.03 -  Financing:  In the event the  construction  lender,  land
lessor or the permanent lender for the Demised Premises requires, as a condition
to financing,  modifications to this SubLease,  provided such  modifications are
reasonable, do not materially adversely affect SubTenant and do not increase the
rentals and other sums to be paid  hereunder,  the  SubLandlord  shall submit to
SubTenant a written amendment with such required  modifications and if SubTenant
fails to execute and return within ten (10) days  thereafter the amendments that
have been  submitted,  then  SubLandlord  shall  have the  right to cancel  this
SubLease upon written notice to SubTenant.

                              ARTICLE XII. DEFAULTS


     Section 12.01 - Elements of Default: If any or more of the following events
occur, said event or events shall hereby be classified as a "Default":

            (a)  If  SubTenant,  or any  guarantor  of  SubTenant's  obligations
hereunder,  shall make an  assignment  for the  benefit of  creditors  or file a
petition,  in any state court, in bankruptcy,  reorganization,  composition,  or
make an application in any such  proceedings for the appointment of a trustee or
receiver for all or any portion of its property;

            (b) If any petition shall be filed under state law against SubTenant
or any  guarantor  of  SubTenant's  obligations  hereunder  in  any  bankruptcy,
reorganization  or insolvency  proceedings,  and said  proceedings  shall not be
dismissed or vacated within thirty (30) days after such petition is filed;

            (c) If a receiver or trustee shall be appointed  under state law for
SubTenant or any guarantor of SubTenant's obligations hereunder,  for all or any
portion of the property of either of them, and such  receivership or trusteeship
shall not be set aside within thirty (30) days after such appointment;

            (d) If SubTenant fails to pay any installment of Minimum Rent or any
Additional Rent or any other charges  required to be paid by SubTenant when same
shall become due and payable and such failure continues for five (5) days;

            (e) If  SubTenant  shall fail to  perform  or  observe  any terms or
conditions of this  SubLease,  and such failure  shall  continue for thirty (30)
days after  written  notice from  SubLandlord  (except that such thirty (30) day
period shall be automatically  extended for such additional period of time as is
reasonably  necessary  to cure such  Default,  if such  Default  cannot be cured
within such period,  provided SubTenant commences the process of curing the same
within said thirty (30) day period and diligently pursues such cure);


                                      -74-
<PAGE>


            (f) If any execution, levy, attachment or other legal process of law
shall  occur upon  SubTenant's  goods,  fixtures,  or  interest  in the  Demised
Premises.

     Section 12.02 - SubLandlord's  Remedies:  Should a Default occur under this
SubLease, SubLandlord may pursue any or all of the following:

            (a)  SubLandlord may terminate this SubLease by giving five (5) days
written notice of such  termination to SubTenant,  whereupon this SubLease shall
automatically  cease and terminate and SubTenant shall be immediately  obligated
to  quit  the  Demised  Premises.   Any  other  notice  to  quit  or  notice  of
SubLandlord's  intention  to reenter  the Demised  Premises is hereby  expressly
waived. If SubLandlord elects to terminate this SubLease,  everything  contained
in this SubLease on the part of SubLandlord to be done and performed shall cease
without prejudice, subject, however, to the right of SubLandlord to recover from
SubTenant all rent and any other sums accrued up to the time of  termination  or
recovery of possession by SubLandlord, whichever is later.

            (b) Upon  termination  of this SubLease  pursuant to Section  12.01,
SubLandlord may proceed to recover  possession of the Demised Premises under and
by virtue of the provisions of the laws of the jurisdiction in which the Demised
Premises  is  located,  or by such  other  proceedings,  including  reentry  and
possession, as may be applicable.

            (c) Should this SubLease be terminated  before the expiration of the
term of this SubLease by reason of SubTenant's default as hereinabove  provided,
or if  SubTenant  shall  abandon  or vacate  the  Demised  Premises  before  the
expiration or termination  of the term of this SubLease  without having paid the
full rental for the remainder of such term, SubLandlord shall have the option to
relet  the  Demised  Premises  for  such  rent and  upon  such  terms as are not
unreasonable  under the  circumstances and if the full rental reserved under the
SubLease  (together with any of the costs,  expenses or damages indicated below)
shall not be realized by SubLandlord,  SubTenant shall be liable for all damages
sustained by SubLandlord,  including,  without  limitation,  deficiency in rent,
reasonable  attorneys' fees,  brokerage fees and expenses of placing the Demised
Premises in first class rentable condition.  SubLandlord, in putting the Demised
Premises in good order or preparing the same for re-rental may, at SubLandlord's
option,  make such alterations,  repairs or replacements in the Demised Premises
as SubLandlord, in its sole judgment,  considers advisable and necessary for the
purpose of re-letting the Demised Premises,  and the making of such alterations,
repairs or replacements  shall not operate or be construed to release  SubTenant
from liability  hereunder as aforesaid.  SubLandlord shall in no event be liable
in any way  whatsoever  for  failure to re-let the Demised  Premises,  or in the
event that the  Demised  Premises  are  re-let,  for failure to collect the rent
under such  re-letting,  and in no event shall  SubTenant be entitled to receive
the  excess,  if any,  of such net rent  collected  over  the  sums  payable  by
SubTenant to SubLandlord hereunder.

            (d) Any  damage  or loss of rent  sustained  by  SubLandlord  may be
recovered  by  SubLandlord,   at  SubLandlord's  option,  at  the  time  of  the
re-letting, or in separate actions, from time to time, as said damage shall have
been  made  more  easily   ascertainable   by  successive   relettings,   or  at
SubLandlord's option in a single proceeding deferred until the expiration of the
term of this SubLease (in which event SubTenant  hereby agrees that the cause of
action shall not be deemed to have accrued  until the date of expiration of said
term) or in a single  proceeding  prior to either the time of  re-letting or the
expiration of the term of this SubLease.


                                      -75-
<PAGE>


            (e) Nothing  contained  herein shall prevent the  enforcement of any
claim  SubLandlord  may  have  against  SubTenant  for  anticipatory  breach  by
SubTenant of any of the covenants or provisions  hereof.  SubLandlord shall have
the right of injunction  and the right to invoke any remedy allowed at law or in
equity as if reentry,  summary  proceedings and other remedies were not provided
for herein. Mention in this SubLease of any particular remedy shall not preclude
SubLandlord  from  any  other  remedy,  in law or in  equity.  SubTenant  hereby
expressly  waives  any and all  rights  of  redemption  granted  by or under any
present or future laws in the event of SubTenant  being evicted or  dispossessed
for any  cause,  or in the  event of  SubLandlord  obtaining  possession  of the
Demised Premises by reason of the violation by SubTenant of any of the covenants
and conditions of this SubLease or other use.

     Section 12.03 - Additional Remedies and Waivers: The rights and remedies of
SubLandlord  set forth herein shall be in addition to any other right and remedy
now or  hereinafter  provided by law and all such rights and  remedies  shall be
cumulative.  No action or inaction by SubLandlord shall constitute a waiver of a
Default  and no waiver of Default  shall be  effective  unless it is in writing,
signed by the SubLandlord.

     Section  12.04  -  Cure  of  Default:  If  SubTenant  shall  be in  default
hereunder,  SubLandlord shall have the option, upon ten (10) days written notice
to SubTenant,  to cure said Default for the account of and at the expense of the
SubTenant.  No such notice shall be required for  emergency  repairs.  SubTenant
agrees to pay  SubLandlord  interest,  at a rate  equal to two  percent  (2%) in
excess of the prime rate of  interest  announced  from time to time by The Chase
Manhattan  Bank N.A. but not in excess of the maximum  legal rate,  for all sums
paid by SubLandlord  pursuant to the terms of this Article, and for all sums due
and owing to  SubLandlord  more than five (5) days  after the date such sums are
due.

     Section 12.05 - Default by  SubLandlord:  SubLandlord  shall in no event be
charged with a Default  hereunder  unless  SubLandlord  shall fail to perform or
observe any term, condition,  covenant or obligation required to be performed or
observed  by it under  this  SubLease  for a period  of thirty  (30) days  after
written  notice thereof from  SubTenant;  provided,  however,  that if the term,
condition,  covenant or  obligation  to be performed by  SubLandlord  is of such
nature that the same cannot  reasonably be performed within such thirty (30) day
period, such Default shall be deemed to have been cured if SubLandlord commences
such  performance  within said thirty (30) day period and thereafter  diligently
undertakes to complete the same.

                          ARTICLE XIII. RIGHT OF ACCESS


      SubLandlord  may, upon prior notice to  SubTenant,  enter upon the Demised
Premises  for  the  purpose  of  inspecting,  making  repairs,  replacements  or
alterations, and showing the Demised Premises to prospective purchasers, lenders
or lessees.  During the last six (6) months of the term,  SubLandlord shall have
the right to display  one (1) or more "For Rent"  signs on or about the  Demised
Premises.

                                      -76-
<PAGE>



                               ARTICLE XIV. DELAYS


      If  SubLandlord  or  SubTenant  is delayed  from  performing  any of their
respective  obligations  during the term of this SubLease because of acts of God
or other  cause  beyond  their  control,  then the period of such delay shall be
deemed  added  to the  time  herein  provided  for the  performance  of any such
obligation  and the  defaulting  party shall not be liable for losses or damages
caused by such delays;  provided,  however, that this Article shall not apply to
the payment of any sums of money  required to be paid by SubTenant  hereunder or
any  obligation of SubLandlord or SubTenant that can be satisfied by the payment
of money.

                             ARTICLE XV. END OF TERM


     Section  15.01 -  Return  of  Demised  Premises:  Upon  the  expiration  or
termination  of this  SubLease,  SubTenant  shall quit and surrender the Demised
Premises to the SubLandlord,  in good order,  broom clean,  normal wear and tear
and acts of God excepted,  and further  excepting,  subject to  compliance  with
Articles VII and VIII hereof,  any casualty loss.  Subject to the other terms of
this  SubLease,  SubTenant  shall,  at  its  expense,  remove  all  property  of
SubTenant, all alterations to the Demised Premises not wanted by SubLandlord and
repair  damage  caused by such  removal and return the  Demised  Premises to the
condition  in which  they  were  prior to the  installation  of the  article  so
removed.  Upon the expiration or termination of this SubLease,  SubTenant  shall
execute,  acknowledge  and  deliver  to  SubLandlord  a  quit-claim  deed  as to
SubTenant's  interest in the Demised  Premises,  in recordable form, in favor of
the SubLandlord within ten (10) days after written notice and demand therefor by
SubLandlord,  and SubTenant  hereby appoints  SubLandlord its  attorney-in-fact,
irrevocably, to execute and deliver such quit claim deed.

     Section  15.02 - Holding Over:  If SubTenant  shall hold  possession of the
Demised  Premises  after the  expiration or  termination  of this  SubLease,  at
SubLandlord's  option (i) SubTenant  shall be deemed to be occupying the Demised
Premises as a SubTenant from  month-to-month at double the Rent in effect during
the last SubLease Year immediately preceding such holdover and otherwise subject
to all of the terms and conditions of this  SubLease,  or (ii)  SubLandlord  may
exercise any other  remedies it has under this SubLease or at a law or in equity
including an action for  wrongfully  holding over.  No payment by SubTenant,  or
receipt by SubLandlord, of a lesser amount than the correct rent shall be deemed
to be other than a payment on account, nor shall any endorsement or statement on
any check or letter  accompanying  any  check for  payment  of rent or any other
amounts  owed to  SubLandlord  be deemed to effect  or  evidence  an accord  and
satisfaction,  and  SubLandlord  may  accept  such  check  or  payments  without
prejudice  to  SubLandlord's  rights to recover the balance of the rent or other
amount owed or to pursue any other remedy provided in this SubLease.


                                      -77-
<PAGE>


                    ARTICLE XVI. COVENANT OF QUIET ENJOYMENT

               

      SubLandlord  covenants  that if and so long as SubTenant pays the rent and
all other  charges  provided  for herein  and  performs  all of its  obligations
provided  for  herein,  SubTenant  shall at all  times  during  the term  hereof
peaceably have, hold and enjoy the Demised Premises, without any interruption or
disturbance from  SubLandlord,  or anyone lawfully claiming by, through or under
SubLandlord, subject to the terms hereof.

                           ARTICLE XVII. MISCELLANEOUS


      (a) This SubLease contains the entire agreement between the parties hereto
and there are no promises, agreements,  conditions,  undertakings, or warranties
or  representations,  oral or  written,  between  them  other than as herein set
forth.

      (b) No notice or other  communications  given under this SubLease shall be
effective  unless the same is in writing and is delivered in person or mailed by
registered or certified mail,  return receipt  requested,  first class,  postage
prepaid, addressed:

            (1) If to SubLandlord,  at 700 Ackerman Road,  Suite 400,  Columbus,
Ohio 43202,  or to such other address as SubLandlord  shall  designate by giving
notice thereof to SubTenant.

            (2) If to SubTenant,  at 3939 International Gateway,  Columbus, Ohio
43219,  or such other  address as SubTenant  shall  designate  by giving  notice
thereof to SubLandlord.

      (c) It is the intent of the parties hereto that all questions with respect
to the  construction  of the SubLease and the rights and the  liabilities of the
parties  hereto shall be determined in accordance  with the laws of the State of
Ohio.

      (d) This  SubLease  shall  bind and inure to the  benefit  of the  parties
hereto and their respective legal representatives, successors and assigns.

      (e) There  shall be no  personal  liability  on or  promise  to or against
SubLandlord,  SubLandlord's  beneficiaries,  heirs,  administrators  or personal
representatives  or any successor in interest or assignee of  SubLandlord,  with
respect to any provisions of this SubLease.  SubTenant  shall look solely to the
equity of the then  SubLandlord in the Demised  Premises for the satisfaction of
any remedies of the SubTenant in the event of a breach by  SubLandlord of any of
its obligations hereunder.

      (f) The parties warrant and represent that no broker or agent was involved
in or was  instrumental  in  consummating  this  SubLease.  Each party agrees to
indemnify  and hold the other  party  harmless  from and  against any claims for
brokerage  or other  commission  arising  by reason of a breach by such party of
this representation and warranty.


                                      -78-
<PAGE>


      (g)  SubLandlord  hereunder  shall  have the right to freely  assign  this
SubLease  and/or any of its  rights  hereunder  without  notice to or consent of
SubTenant.

      (h) The  terms of this  SubLease  shall  not be  interpreted  to mean that
SubLandlord and SubTenant are partners or joint venturers.

      (i) SubTenant  hereby expressly waives for itself and all persons claiming
by or  through  it,  any  right  of  redemption  or for the  restoration  of the
operation  of this  SubLease  under any present or future law in case  SubTenant
shall be dispossessed for any cause.

      (j)  SubLandlord  and SubTenant  hereby waive trial by jury in any action,
proceeding or  counterclaim  brought by either of the parties hereto against the
other on or in  respect of any matter  whatsoever  arising  out of or in any way
connected  with this SubLease,  the  relationship  of SubLandlord  and SubTenant
hereunder, SubTenant's use or occupancy of the Demised Premises and/or any claim
of injury or damage.

      (k) If any  provision of this SubLease or the  application  thereof to any
person or  circumstances  shall to any extent be invalid or  unenforceable,  the
remainder of this SubLease,  or the  application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby,  and each provision of this SubLease shall be valid and
be enforced to the fullest extent permitted by law.

      (l) No failure by SubLandlord to insist upon the strict performance of any
term, covenant, agreement,  provision,  condition or limitation of this SubLease
to be kept, observed or performed by SubTenant, and no failure by SubLandlord to
exercise  any  right  or  remedy  consequent  upon a breach  of any  such  term,
covenant, agreement,  provision, condition or limitation of this SubLease, shall
constitute a waiver of any such breach or of any such term, covenant, agreement,
provision, condition or limitation.


                                      -79-
<PAGE>

      IN WITNESS  WHEREOF,  Gerald G. Mercer and Adele G.  Mercer his wife,  who
joins in the  execution  of this  SubLease  Agreement  for the sole  purpose  of
releasing her dower rights,  and Airnet Systems,  Inc. have caused this SubLease
Agreement to be executed effective the day and year first above written.


Signed And Acknowledged             SUBLANDLORD:
In The Presence Of:

/s/ Ann Mancuso                     /s/ Gerald G. Mercer
_______________________________     _______________________________
                                    Gerald G. Mercer, an individual
Ann Mancuso
_______________________________
(print name)
                                    /s/ Adele G. Mercer
                                    _______________________________
                                    Adele G. Mercer, an individual
/s/ Ann Mancuso
_______________________________
                                
Ann Mancuso
_______________________________
(print name)

                                    SUBTENANT:

                                    AIRNET SYSTEMS, INC.


/s/ Ann Mancuso                By: /s/ Eric P. Roy
_______________________________    _____________________________________
                                   Eric P. Roy, Executive Vice President
Ann Mancuso
_______________________________
(print name)


/s/ Amy Harrison
_______________________________

Amy Harrison
_______________________________
(print name)


                                      -80-
<PAGE>



                          SUBLANDLORD'S ACKNOWLEDGMENT



STATE OF OHIO             )
                          ) SS:
COUNTY OF FRANKLIN        )

     The  foregoing  instrument  was  acknowledged  before  me this  16th day of
December, 1996, by Gerald G. Mercer and Adele G. Mercer, individuals.

                                          /s/ Ann L. Mancuso
[SEAL]                                    ______________________________________
                                          Notary Public





                          SUBTENANT'S ACKNOWLEDGMENT


STATE OF OHIO             )
                          ) SS:
COUNTY OF FRANKLIN        )

     The  foregoing  instrument  was  acknowledged  before  me this  16th day of
December,  1996, by Eric P. Roy,  Executive  Vice  President of Airnet  Systems,
Inc., an Ohio corporation, on behalf of the corporation.

                                          /s/ Ann L. Mancuso
[SEAL]                                    ______________________________________
                                          Notary Public


                                      -81-


                                    EXHIBIT A

                                   PDQ COMPLEX




                                      -82-
<PAGE>



                                    EXHIBIT B

                                DEMISED PREMISES

                                Legal Description



                                      -83-