<PAGE>


                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT ("Lease") is entered into this 31st day of December,
1996, by and between JTECH LABORATORIES, INC., a Delaware corporation ("Lessor")
and BIGMAR, INC., a Delaware corporation ("Lessee") on the following terms and
conditions:

     1. PREMISES. In consideration of the payment by Lessee of the rents
hereinafter reserved by Lessor, and the performance and observance by Lessee of
all the terms, covenants and conditions hereinafter set forth, said Lessor does
hereby demise and lease unto the Lessee that certain real property, known as
9511 Sportsman Club Road, located on a portion of the 8.872 acres of land in
Johnstown, Ohio 4303l, as more particularly described in Exhibit "A" attached
hereto ("Parcel"), together with all appurtenances thereto and all buildings and
improvements to be located thereon, including a certain office/warehouse
building, consisting of 8,550 square feet, more or less, to be constructed by
Lessor ("Building") (the described portion of the Parcel, the Building, parking
lot and landscaped areas situated thereon are hereinafter referred to
collectively with all appurtenances thereto as the "Premises").

     2. TERM.

     (a) Initial Term: The initial term of this Lease ("Initial Term") shall
commence on the date on which Lessee accepts (as defined in Section 3(c) below)
the Premises ("Commencement Date") and shall run for a period of five (5) years
beginning on the Commencement Date; provided that if the Commencement Date does
not fall on the first day of a month, the term SHALL be for a period of five (5)
years plus the number of days remaining in the month in which the Premises is
accepted (as defined in Section 3(c) below). Rent for such initial partial month
shall be prorated based on the number of days remaining in said month.

     (b) Renewal Term: Lessor hereby grants to Lessee the option to renew the
Lease term for an additional five (5) years ("Renewal Term", the Initial Term
and the Renewal Terms are sometimes hereinafter collectively referred to as the
"Term"). Should Lessee want to renew this Lease for the period set forth above,
Lessee shall notify Lessor in writing no later than two (2) months prior to the
end of Lessee's Initial Term.

     3. CONSTRUCTION OF OFFICE SPACE.

     (a) Duty to Construct: Lessee's obligation to lease the premises is
contingent upon Lessor's construction and completion of the Building, parking
lot and landscaping of the area contiguous to and surrounding the building and
parking lot, which improvements shall collectively be known as Lessee's
"Premises" and is more specifically described and delineated in the site plan
attached hereto as Exhibit "A" and which Premises is to be used by Lessee for
its offices, warehouse and laboratories. Lessor agrees to perform the
construction in a good and workmanlike manner and in accordance with final plans
and specifications prepared by a licensed, certified architect mutually approved
by Lessor and Lessee.



    Lease Agreement                   1                   Initials_____________
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     (b) Time of Completion: Lessor shall proceed as expeditiously as possible
to obtain all required government approvals, including but not limited to:
building permits, zoning and environmental approvals, and architectural review
consents. Unless construction has commenced prior thereto, Lessor shall commence
construction as soon as possible after all required permits and consents are
obtained, weather permitting.

     (c) Acceptance: Lessee shall accept the Premises when they have been
substantially completed in accordance with the approved plans and
specifications, subject only to minor punchlist items set forth in writing by
Lessee that do not materially affect Lessee's use of the Premises for Lessee's
intended purposes, and Lessor has tendered possession and has received a
certificate of occupancy from the appropriate governmental authority (the
"Commencement Date").

     (d) Lessor and Lessee Work. All construction of improvements and related
work to be performed by Lessor and Lessee shall be done in accordance with the
attached Lessor and Lessee Work Riders. The projected completion date for the
Premises is April 1, 1997.

     4. RENT.

     (a) Rent: Upon the Commencement Date, Lessee shall deliver to Lessor One
Hundred Twenty Thousand Dollars ($12O,000.00) as and for Rent for the Premises
for the first twelve (12) months of the Initial Term discounted at the prime
rate plus 1/2%. Commencing the thirteenth (13th) month through and including
month thirty-six (36) of the Initial Term, Lessee agrees to pay as net rent for
the Premises the sum of One Hundred Twenty Thousand Dollars ($12O,000.00) per
annum, payable in equal monthly installments of Ten Thousand Dollars
($10,000.00) each, in advance, without demand, on the first day of each and
every month during the term hereof. All rent and other payments required to be
made by the Lessee to the Lessor pursuant to the provisions of this Lease shall
be made at, or sent to, the address of the Lessor for the receipt of notices
hereunder as hereinafter specified. At the commencement of the fourth (4th) year
of the Initial Term (the thirty-seventh (37th) month) hereof and each year
thereafter, the monthly rent shall be adjusted as set forth in Article 4.(b)
below.

     (b) Consumer Price Index. The base for computing the adjustment is the
Consumer Price Index for all Urban Consumers (CPI-U) - ALL ITEMS, published by
the United States Department of Labor, Bureaus of Labor Statistics ("Index"),
which is in effect on December 31, 1996, the date of the commencement of the
Lease ("Beginning Index"). The index published most immediately preceding the
adjustment date of January 1, 2000 ("Extension Index") is to be used in
determining the amount of the adjustment during the Renewal Term. If the
Extension Index has increased over the Beginning Index, the monthly rent for the
following year (until next rent adjustment) shall be set by multiplying the sum
of Ten Thousand Dollars ($10,000.00) by a fraction, the numerator of which is
the Extension Index and the Denominator is the Beginning Index. In no event
shall the adjusted monthly rent be less than Ten Thousand Dollars ($10,000.00)
per month.




    Lease Agreement                   2                   Initials_____________
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     (c) Rent During Renewal Terms: The rent for the Renewal Term shall not be
less than the rent for the Initial Term which shall be adjusted by the CPI
formula set forth at 4.(b) above. However, in no event shall the rent for the
Renewal Term be increased by more than five percent (5%) over the rent paid
for the last year of the Initial Term.

     5. LESSEE'S COVENANTS. Lessee hereby covenants and agrees with Lessor that
Lessee will:



(a)  Use of Premises. Use and occupy the Premises as an office/laboratory
     facility in a lawful, careful, safe and proper manner, and will, in its use
     and occupancy of the Premises, keep, observe and comply with all municipal,
     state and federal rules and regulations, ordinances, statutes, and laws and
     all restrictive covenants applicable to the Premises and Lessee's use and
     occupancy thereof, and will not use or permit the Premises to be used for
     any unlawful purpose;

(b)  Inspection. Permit Lessor, at all reasonable times upon advance notice, to
     enter upon  and  inspect the Premises;

(c)  Liability. Not hold Lessor liable to Lessee, its agents, employees, or
     invitees for injury to person or loss or damage to property resulting,
     directly or indirectly, from Lessee's use and occupancy of the Premises;
     and Lessee shall, and Lessee hereby does, indemnify Lessor against all such
     liability and agrees to defend, at Lessee's cost and expense, all actions
     for such damages by any person or entity;

(d)  Assignment Restrictions. Not assign this Lease or sublet the Premises, or
     any part thereof, without Lessor's prior written consent, which said
     consent shall not be unreasonably withheld;

(e)  Waste. Not commit or suffer any waste upon or in the Premises

(f)  Surrender. Upon termination of this Lease by lapse of time or otherwise,
     deliver up the Premises to Lessor peaceably and quietly, broom clean and in
     as good order and condition as the same are at the commencement of the Term
     or may hereafter be put, the effects of time and ordinary wear and tear
     excepted;

(g)  Alterations. Not deface or damage the Premises; make any alteration in or
     additions to the Premises beyond those improvements set forth in Lessee's
     Work Rider attached hereto without Lessor's written consent; or do or
     permit anything to be done which may make Lessee's or Lessor's insurance
     void or voidable;

(h)  Maintenance. Keep and maintain all doors and windows and the interior of
     the Premises in good order, repair and condition, including but not limited
     to all floors, walls, ceilings

 

    Lease Agreement                   3                   Initials_____________
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     and mechanical systems, HVAC (including exterior condenser), plumbing, and
     electrical systems. Lessee shall also be responsible for all exterior
     repairs to the building, including structural and roof repairs, drives,
     parking areas, sidewalks, and underground utility lines servicing the
     Premises located outside the building;

(i)  Janitorial. Provide at Lessee's expense, all janitorial, landscape and
     parking lot maintenance services which are necessary or desirable to keep
     the Premises in a clean and orderly condition; keep all walks and the
     parking lot in good condition, reasonably clean and free from ice and snow;
     and properly care for the lawn and landscaping;

(j)  Utilities. Promptly pay the cost of all utility services, including, but
     not limited to, electricity, telephone, water and sewer, gas or other fuels
     and trash removal;


(k)  Real Estate Taxes. Pay the semi-annual real estate taxes and assessments
     payments for the Premises due and payable during the Term. Upon receipt of
     each such bill, Lessor shall advise Lessee of the amount thereof and
     provide Lessee with a duplicate copy of said tax bill prior to requesting
     payment and Lessee shall thereafter pay such amount to either Lessor or
     directly to the taxing authority. If payment is made directly to the taxing
     authority, Lessee shall provide Lessor with proof of payment of the same.
     Lessee may, at its own expense, contest any real estate tax bill or special
     assessments during any Term of this Lease;

(l)  Liability Insurance. Keep the Premises insured during the Term under a
     policy of general public liability insurance, with limits of not less than
     $750,000.00 in a combined single limit policy covering all damages, claims
     or losses. Such insurance shall name Lessor and its designees as additional
     insureds, and shall not be cancelable without at least 30 days prior
     written notice to the additional insureds. The original or a certified copy
     of such policy shall be deposited with Lessor and proof of renewal shall be
     provided by Lessee to Lessor annually;

(m)  Fire Insurance. Pay the premiums for fire and extended coverage insurance
     upon the Premises due during the Term. Upon receipt of each such bill,
     Lessor shall advise Lessee of the amount thereof and provide Lessee with a
     duplicate copy of said premium statement requesting payment and Lessee
     shall thereafter pay such amount to Lessor upon demand;

(n)  Personal Property Insurance. Keep Lessee's personal property and fixtures
     located on the Premises insured against loss or damage by fire and other
     hazards. Lessee understands that all such property and fixtures shall be
     kept at the Premises at Lessee's sole risk;

(o)  Mechanics' Liens. Indemnify and save Lessor harmless against and from any
     and all loss, costs, expenses, attorney fees and damages suffered or
     incurred by Lessor in the discharge of mechanics' liens, filed or inchoate,
     for the improvement or maintenance of the Premises

     

    Lease Agreement                   4                   Initials_____________
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     contracted for or by Lessee. Lessee may, at Lessee's sole cost and expense,
     provide to Lessor a bond to discharge any lien in an amount equal to one
     and one-half (l-1/2) times the estimated cost of any liened improvements,
     additions or alterations in the Premises to insure Lessor against any
     liability for mechanics' and materialmen's liens; and

(p)  Signs. Not affix any signs to the roof, sides or any other portion of the
     building, without the prior consent of Lessor, which said consent shall not
     be unreasonably withheld.
  
     6.   MUTUAL COVENANTS. Lessor and Lessee covenant and agree with each other
as follows:

(a)  Quiet Enjoyment. Lessee shall, provided Lessee shall not be in default
     hereunder, be permitted to peaceably and quietly hold and enjoy the
     Premises during the Term;

(b)  Damage or Destruction. Lessor shall insure the improvements at the Premises
     for 100% of their fair market replacement value. If any improvements on the
     Premises shall be damaged or destroyed, either partially or totally, by any
     cause whatsoever during the Term, Lessor shall promptly cause the same to
     be restored or rebuilt to a similar standard of quality and condition as
     existed on the commencement of the Term; provided, however, that Lessor
     shall not be obligated to spend more than the insurance proceeds received
     by Lessor, and further provided, that if the improvements cannot reasonably
     be restored within 120 days after such damage, then Lessor or Lessee may
     elect to terminate this Lease by written notice to the other within 30 days
     of the damage. Lessor shall provide Lessee with written notice of its
     intent to restore the Premises within thirty (30) days of any damage.
     Lessee's rent shall permanently abate in the proportionate amount of
     Building space rendered unusable during the period of destruction and
     restoration of the Building: Example: 40% of the Building rendered
     unusable, Lessee's monthly rent shall be reduced by 40%. Should partial
     destruction of the Building render the entire Building unusable, then the
     entire monthly rent shall be permanently abated until the Building is
     restored;

(c)  Assigns. The provisions of this Lease shall extend to and shall, as the
     case may require, be binding upon or inure to the benefit of the respective
     legal representatives, successors and permitted assigns of the parties
     hereto;

(d)  Lien Priority. This Lease shall be subordinate to any mortgage now a lien
     against the Premises or hereafter made a lien at the election of any such
     mortgagee, and Lessor and Lessee agree to execute any documents that may be
     required by a mortgagee to effect such subordination;

(e)  Eminent Domain. If 25% or more of the Premises shall be taken by
     appropriation or by the exercise of the power of Eminent Domain, this Lease
     shall terminate within 30 days after such public authority takes actual
     possession thereof, in which event neither Lessor nor Lessee shall
     thereafter have any rights, powers, duties or obligations under this Lease




    Lease Agreement                   5                   Initials_____________
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     except those which accrued prior to such termination. If less than
     twenty-five percent (25%) of the Premises shall be so condemned or taken
     and such taking does not materially interfere with Lessee's use and
     enjoyment of the Premises, then this Lease shall continue and the monthly
     rental shall not be diminished. Lessor shall be entitled to receive the
     entire award in any condemnation proceedings, including any award for the
     value of any unexpired Term, and Lessee shall have no claim against Lessor
     or against the proceeds of the condemnation. Lessee shall have the right to
     appear, claim, prove and receive compensation for loss of any improvements
     it made to the Premises at its cost, moving and relocation expenses in any
     such condemnation proceeding;

(f)  Holding Over. If Lessee continues to occupy the Premises after the
     expiration or termination of the Term, such tenancy shall be from month to
     month at the rent due during the last full month of the Term; and

(g)  Recording. This Lease shall not be recorded.

     7. ACKNOWLEDGMENT BY LESSEE. Lessee shall, at any time and upon not less
than 10 days prior notice from Lessor, execute, acknowledge and deliver to
Lessor a statement in writing certifying 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), and the dates
to which the rent, has been paid, and stating whether or not to the best
knowledge of the signer of such certificate, Lessor is in default in performance
of any covenant, agreement, term, provision or condition contained in this
Lease, and, if so, specifying each such default of which the signer may have
knowledge, it being intended that any such statement delivered pursuant hereto
may be relied upon by any prospective purchaser of the Premises, any mortgagee
or prospective mortgagee thereof, or any prospective assignee of the mortgage
thereof.

     8. DEFAULT. Provided always, and this Lease is on the express condition,
that if any financial obligation of Lessee under this Lease shall not be paid
when and as due or if Lessee fails or neglects to perform and observe any
covenant or condition of this Lease on its part to be performed and observed,
then, and in any such event, this Lease and all right, title and interest of any
person claiming by, through, or under Lessee, may, at Lessor's option, be
terminated and canceled, in which event all obligations of Lessor hereunder
shall cease, terminate and be void without prejudice to all remedies which
Lessor may have for arrears of rent, collection of debt and damages for
negligence or breach of covenant. Anything in this Lease to the contrary
notwithstanding, there shall be no forfeiture, cancellation or termination of
this Lease by Lessor except upon: fifteen (15) days prior written notice to
Lessee describing the nature of the monetary default, during which fifteen (15)
day period Lessee may remedy the monetary default or defaults specified in such
notice; and thirty (30) days prior written notice to Lessee describing the
nature of any non-monetary default during which thirty (30) day period, Lessee
may remedy the non-monetary default or defaults specified in such notice. If
Lessee should default in performing any term, covenant or condition of this
Lease, which default may be cured by the expenditure of money, Lessor, at
Lessor's option, may, but shall not be obligated to, on behalf of Lessee, expend
such sums as may be necessary to perform and fulfill such term, covenant or
condition, and any

 


    Lease Agreement                   6                   Initials_____________
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and all sums so expended by Lessor, shall be deemed to be additional rent and
shall be repaid by Lessee to Lessor on demand, but no such expenditure by Lessor
shall be deemed a waiver of Lessee's default. Should Lessor by action or
inaction waive its right to declare this Lease in default because of any act or
default by Lessee, such waiver shall not preclude Lessor from declaring this
Lease to be in default because of the same or other acts of default by Lessee
which may occur subsequently.

     9. CONSTRUCTION. This Lease shall be governed by the laws of the State of
Ohio. This Lease contains the entire agreement between the parties, and any
agreement hereafter made shall be ineffective to change, modify, or discharge it
in whole or in part unless such agreement is in writing and signed by the party
against whom enforcement of the change, modification, or discharge is sought.

     10. WAIVER OF SUBROGATION. Lessor and Lessee hereby waive all causes and
right of recovery against each other, and their respective agents, officers,
and employees, for any loss occurring on the Premises resulting from any of the
perils insured against under any and all casualty insurance policies in effect
at the time of any such loss, regardless of the cause or origin of such loss,
including the negligence of Lessor, Lessee, or their respective agents, officers
or employees, to the extent of any recovery on such policies of insurance.

     11. ENVIRONMENTAL. Lessee shall not cause or permit any Hazardous Substance
to be used, stored, generated, or disposed of on or in the Premises by Lessee or
Lessee's agents, employees, contractors, sublessees, licensees, or invitees
without first obtaining Lessor's written consent, which consent shall not be
unreasonably withheld. If Hazardous Substances are used stored, generated, or
disposed of on or in the Premises or if the Premises or the building become
contaminated in any manner for which Lessee or any agent, employee, contractor,
sublessee, licensee or invitee of Lessee is responsible or otherwise legally
liable, Lessee shall indemnify and hold harmless the Lessor from any and all
claims, damages, fines, judgments, penalties, costs, liabilities, or losses
(including, without limitation, a decrease in value of the Lessor's property and
attorney's and consultant's fees) arising during or after the Term and arising
as a result of that contamination. As used herein, "Hazardous Substance" means
any substance that is toxic, ignitable, reactive, or corrosive and that is
regulated by any local government, the State of Ohio, or the United States
Government. "Hazardous Substance" includes asbestos, PCP's, petroleum, and any
material or substances that are defined as "hazardous waste", "extremely
hazardous waste", or a "hazardous substance" pursuant to state, federal, or
local governmental law.

     12. NOTICES. All notices which either party hereto may give to the other
party hereto shall be addressed, in the case of Lessor, as follows:

                JTech Laboratories, Inc.
                6660 Doubletree Ave. 20
                Columbus, Ohio 43229
                ATTN: Mike Medors


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and in the case of Lessee, as follows:

                Bigmar, Inc.
                9511 Sportsman Club Road
                Johnstown, Ohio 43031
                ATTN: Peter Stoelzle

Such notices shall be delivered personally or sent by U.S. certified mail return
receipt requested to the above addresses or such other addresses as addressee
may specify in writing. The effective date thereof shall be the date of
delivery, if delivered personally, or the date it is received in the mail by the
addressee, if mailed.

     13. LIMITATION OF LESSOR'S LIABILITY. The references to "Lessor" in this
Lease shall be limited to mean and include only the owner, at the time of
execution of this Lease, of the fee simple interest in the Premises. In the
event of a sale or transfer of such interest (except a mortgage or other
transfer as security for a debt), the "Lessor" named herein, or, in the case of
a subsequent transfer, the transferor, shall, after the date of the transfer, be
automatically released from all liability for the performance of any term,
condition, covenant or obligation required to be performed or observed by Lessor
hereunder; and the transferee shall be deemed to have assumed all of the terms,
conditions, covenants and obligations.

     14. OPTION TO PURCHASE. Lessee may exercise an option to purchase the
Premises in an "as is" condition after completion of the twenty-fourth (24th)
month and prior to the first (1st) day of the fifty-fifth (55th) month of the
Initial Term (the "Option"). Lessee and Lessor shall negotiate a purchase price
consistent with the Premises fair market value following such time that Lessee
notifies Lessor in writing of its desire to purchase the Premises. Bank
financing and all related transactions must be complete prior to the expiration
of the Term of this Lease. Should Lessee not exercise its option to purchase the
Premises, this Option shall become null and void and this Lease shall remain in
full force and effect for the remainder of Lessee's Term.



     15. ADA COMPLIANCE. Notwithstanding anything to the contrary contained in
the Lease, Lessor agrees that the responsibility for compliance with the
American Disabilities Act ("ADA" shall be allocated as follows: a) Lessor shall,
as required by Law, comply with the provisions of Title III of ADA for all
exterior and interior areas of the building in which the Premises are located,
including but not limited to construction, renovation, alteration and repair.
Such shall be completed as required by Law, and attributed as set forth in the
Lease; and b) Lessee shall, as required by Law, comply with the provisions of
Title III of ADA as it relates to any subsequent improvements undertaken by
Lessee to the Premises after acceptance of the same, including but not limited
to, any subsequent construction, renovation, alteration, expansion or repair.


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     IN WITNESS WHEREOF, the undersigned have caused this Lease to be executed
as of the date first above written.

Signed and acknowledged                 Lessor:
in the presence of:

                                        JTECH LABORATORIES, INC.,
                                        a Delaware corporation

MARVA B. ALLEN                          By:   MICHAEL K. MEDORS
_____________________________              _________________________________
Witness                                 Name: Michael K. Medors
Print Name Marva B. Allen               Its: Treasurer and Secretary

MICHELLE MUNSELL
_____________________________ 
Witness
Print Name Michelle Munsell

                                        Lessee:

                                        BIGMAR, INC.,
                                        a Delaware corporation


PHILIPPE ROHRER                         By: BERNARD KRAMER
_____________________________               ________________________________
Witness                                 Name: Bernard Kramer
Print Name Philippe Rohrer              Its:  Vice President, Director


DAVE A. LYNSAVAGE
______________________________
Witness
Print Name Dave A. Lynsavage

STATE OF Ohio,
COUNTY OF Licking ,  SS:

     The foregoing Lease was acknowledged before me this 31st day of December,
1996, by Michael K. Medors (name), Treasurer and Secretary (title) of JTech
Laboratories, Inc., a Delaware corporation, on behalf of the corporation.


                                        DEBORAH K. RUYAN
                                        _____________________________________
                                        Notary Public

                                        Deborah K. Ruyan
                                        Notary Public, State of Ohio
                                        Commission Expires 6-9-2001

    Lease Agreement                   9                   Initials_____________
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    BE-355175-1                                          


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                               LESSOR'S WORK RIDER

This Rider is attached to and made part of a Lease Agreement (the "Lease") dated
12/31/96, 1996 between Nemisis,  Inc., a Delaware corporation,  as "Lessor", and
Bigmar, Inc., a Delaware corporation, as "Lessee", for Premises located at  9511
Sportsman  Club Road,  located on a portion of 8.872 acres of land in Johnstown,
Ohio 43031 (the "Premises"). The terms used in this Rider shall prevail over any
inconsistent or conflicting provisions of the Lease.

A. DESCRIPTION OF IMPROVEMENTS.  Lessor shall, at its expense, construct certain
improvements in or about the Premises ("Lessor's Work") in accordance with plans
and  specifications  ("Plans") approved by Lessee and comprising pages 3 of this
Rider.

B.  PRELIMINARY  PLANS.  If the Plans are final plans and  specifications,  they
shall be referred to as the "Final  Plans",  and the remainder of this Paragraph
shall be inoperative.  If the Plans are preliminary plans,  Lessor shall prepare
final working drawings and outline  specifications  for Lessor's Work and submit
such plans and specifications to Lessee for its approval on or before __________
Lessee shall approve or disapprove such drawings and specifications within seven
(7) working  days after  receipt  from  Lessor.  Lessee  shall have the right to
disapprove such drawings and specifications  only if they materially differ from
those  set  forth  in this  Rider.  If  Lessee  disapproves  such  drawings  and
specifications,  Lessor and Lessee shall  promptly meet in an attempt to resolve
any dispute.  If the parties are unable to agree upon the final working drawings
and specifications for the Lessor's Work on or before _______________,  Landlord
may, at Lessor's  option,  either (1) terminate  this Lease upon seven (7) days'
written  notice to Lessee,  in which case  neither  Lessor nor Lessee shall have
further  liability  to the other,  or (2) submit  the matter to  conclusive  and
binding  arbitration in accordance with the Commercial  Arbitration Rules of the
American  Arbitration  Association.  Final working  drawings and  specifications
prepared in accordance  with this  PARAGRAPH B and approved by Lessor and Lessee
are referred to as the "Final Plans".

C. COMPLETION OF THE LESSOR'S WORK.  Notwithstanding the provisions of ARTICLE 3
of the Lease,  Lessee's  acceptance  of the Premises "as is" shall be subject to
completion of Lessor's Work in accordance with this Rider.  Lessor shall use its
reasonable  efforts to complete Lessor's Work described in the Final Plans prior
to the scheduled  Possession Date set forth in Section 3. of the Lease.  For the
purposes of this PARAGRAPH C, Lessor's Work shall be  conclusively  deemed to be
substantially  completed  when all Lessor's Work described in the Final Plans is
completed and as otherwise  set forth in Article 3.(c) of the Lease,  except for
punch-list  items.  Lessee  acknowledges  that those components of Lessor's Work
described  below as "Concurrent  Work" can be undertaken by Lessor  concurrently
with Lessee's Work.  Accordingly,  notwithstanding  Lessor's failure to complete
such  components  by the  Possession  Date,  Lessee  shall  accept  delivery  of
possession  of the  Premises  on  the  Possession  Date  and  promptly  commence
construction of Lessee's Work.


         CONCURRENT Work: Rough-in plumbing under foundation, 
         concrete closet for gas tanks, stability room rough-ins, 
         electrical requirements.


Lessor's Work Rider
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D. CHANGES.  Lessor's  obligation to prepare the Premises for Lessee's occupancy
is limited to the  completion of Lessor's Work, as set forth in the Final Plans.
If Lessee requests any change, addition or alteration ("Changes") in Final Plans
or in the construction of Lessor's  Work,  Lessor  shall  promptly  give  Lessee
notice of whether Lessor approves such changes. If Lessor approves such changes,
the notice shall be accompanied by an estimate of the cost of such  Changes  and
the resulting delay in delivering the Premises to Lessee. Within three  (3) days
after receipt of such estimate,  Lessee shall give Lessor written notice whether
Lessee  elects to proceed with such  Changes.  If Lessee  elects to proceed with
such Changes, Lessor shall, at Lessee's expense,  promptly make such Changes. If
Lessee fails to notify Lessor of its election  within the three (3) days period,
Lessor may either (1) make such Changes at Lessee's  expense or (2) complete the
Lessor's Work without making such Changes.  Lessee shall pay or reimburse Lessor
for the costs of such Changes within fifteen (15) days after billing.  Any delay
caused by  Lessee's  request  for any  Changes or from the  construction  of any
Changes shall not, in any event,  delay the Rent Commencement  Date, which shall
occur on the date it would have  occurred but for such  Changes.  Lessor's  Work
shall be the  property of Lessor and shall remain upon and be  surrendered  with
the Premises upon the expiration of the Term.

                        Attach Plans and Specifications as Pages 3, et seq.


Lessor's Work Rider
MR 11/13/96                                                  Page 2
BE-355592-1                                             Initials:______________




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<PAGE>



                         FINAL PLANS AND SPECIFICATIONS

                      SEE ATTACHED ARCHITECTUAL DRAWINGS.














Lessor's Work Rider
MR 11/13/96                                               Page 3
BE-355592-1                                             Initials:______________




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                               LESSEE'S WORK RIDER

Lessee shall  construct,  furnish and/or install,  at its sole cost and expense,
all improvements, equipment and fixtures necessary or advisable for Lessee's use
and  occupancy  of the  Premises  (collectively,  "Lessee's  Improvements"),  in
accordance with the Lease and the following provisions:

A. Lessee shall have preliminary plans, drawings and specifications for Lessee's
Improvements  (the  "Preliminary  Plans") prepared by a licensed  architect and,
when necessary, mechanical,  electrical and structural engineers, as required by
governmental  authority or otherwise  reasonably  necessary or advisable.  It is
understood  that included among the  improvements  Lessee intends to make to the
Premises and for which Lessee is responsible are the HVAC  improvements  for the
"stability  room" and  laboratory  benches  to be  installed  in the  laboratory
portion of the Premises.  Within 30 days  following full execution of the Lease,
Lessee  shall submit two complete  sets of the  Preliminary  Plans to Lessor for
review and approval.  Within 7 working days following  receipt  thereof,  Lessor
shall return one set  together  with a written  statement of Lessor's  approval,
disapproval and/or suggested  modifications.  If Lessor approves the Preliminary
Plans  subject  to  modifications,  such  modifications  shall be  deemed  to be
approved by Lessee unless Lessee revises and resubmits its Preliminary Plans for
reconsideration   within  7  additional   working  days.   If  Lessor   suggests
modifications  without approving the Preliminary Plans,  Lessee shall revise and
resubmit such plans within 14 days for reconsideration by Lessor. Upon  receipt,
Lessor  shall have 7  additional  working  days within  which to approve  and/or
disapprove  the revised  plans.  If the  Preliminary  Plans are  disapproved  by
Lessor or if Lessee fails to timely submit or resubmit any plans  in  accordance
with the  foregoing,  Lessor may  cancel  this Lease by 30 days' written  notice
to Lessee.

B. If and when the  Preliminary  Plans are approved,  Lessee shall  promptly and
diligently   prepare  final  working  plans  and   specifications  for  Lessee's
Improvements  in conformity  therewith.  Lessee shall furnish two copies of such
plans and  specifications  to Lessor for its determination as to conformity with
the  approved  Preliminary  Plans  and  for  its  approval  of any  matters  not
previously  approved.   Lessor  shall  approve  or  disapprove  such  plans  and
specifications within 7 working days following receipt of same, whereupon Lessee
shall  resubmit  such plans for  Lessor's  reconsideration  in  accordance  with
provisions of PARAGRAPH A. above. Upon approval,  such plans and  specifications
shall be referred to as "Final Plans".

C. No changes to the Final  Plans may be made  without  Lessor's  prior  written
consent,  which  consent  must be  endorsed  on the  Final  Plans in order to be
effective such consent not to be unreasonably  withheld.  Lessee shall reimburse
Lessor,  upon demand, for all costs and expenses incurred by Lessor in reviewing
and approving any requested  changes.  The approval of Lessee, the architect and
the contractor of any proposed changes must be endorsed on the Final Plans prior
to submission to Lessor.

D. Upon  approval of the Final  Plans,  Lessee  shall,  at its sole  expense and
obligation,  apply  for and  obtain  a  building  permit  from  the  appropriate
governmental agency, which permit shall indicate any other approvals or licenses
necessary or advisable for Lessee's  Improvements and shall include a set of the
Final Plans stamped as approved by such agency. No work shall be

LESSEE'S WORK RIDER

MR 11/13/96                                                Page 1
BE-355607-1                                             Initials:______________




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commenced in the Premises until such building permit and accompanying  documents
have been obtained and submitted to Lessor for review and approval. In addition,
Lessee  shall  submit  its  choices  of general  contractor  and  subcontractors
together with their bids to Lessor for  approval,  which  approval  shall not be
unreasonably withheld. Upon execution,  Lessee shall deliver to Lessor a copy of
all   construction   contracts   relating  to  the   construction   of  Lessee's
Improvements.  Lessee  shall  commence  construction  of  Lessee's  Improvements
immediately upon issuance of the building permit and complete such  construction
on or before the  Commencement  Date set forth in  Article 3. of the Lease.  The
Improvements  shall be constructed  strictly in accordance  with the Final Plans
and otherwise in compliance  with all  applicable  provisions of the Lease.  The
general contractor shall be reputable, licensed and bondable.

E.        Prior  to  commencement  of  construction,  Lessee  shall  deliver the
following to Lessor:

          (l) Four (4) sets of the Final Plans with 4 sets of  specifications if
          not noted on the drawings.

          (2) Certificates of insurance for the insurance  required by the Lease
          stating  that the  coverage  shall remain in force for the duration of
          the  construction  period,  naming  Lessor as  additional  insured and
          providing at least 30 days cancellation notice.

          (3) Lessee's construction budget.

          (4)   Construction   schedule  stating   estimated   commencement  and
          completion  dates,  periods  of  major  construction   activities  and
          approximate  dates of  installation  of any equipment  penetrating the
          roof.

          (5) Complete list of names, addresses and telephone numbers of general
          contractor   and  all  major   subcontractors,   including   plumbing,
          mechanical, electrical, kitchen equipment, architectural, etc.

          (6) A written statement  confirming the date electrical utilities will
          be transferred to Lessee's name.

F.        In addition, a mandatory pre-construction meeting will be held between
Lessor  and  Lessee's general contractor prior to commencement of construction.

G.        Upon  completion  of  Lessee's  Improvements,  but  prior to  Lessee's
opening for  business in the  Premises,  Lessee shall  deliver the  following to
Lessor:

          (l) Two  complete  sets  of  "as-built"  drawings  and  specifications
          showing  all  changes  to  the  Final  Plans  and  the location of all
          underground  utilities  and/or  equipment, and one set of reproducible
          as-built  sepias.

LESSEE'S WORK RIDER
MR 11/13/96                                               Page 2
BE-355607-1                                             Initials:______________




<PAGE>

<PAGE>



          (2) Building permit and all final inspections and approvals  including
          electrical,   plumbing,   sprinklers  and  health   certificates   (if
          applicable) and the Certificate of Occupancy for the Premises.

          (3) Within 15 days of opening for business,  long form  affidavit/lien
          waivers and lien releases  from all  contractors,  subcontractors  and
          material suppliers.

          (4) A written statement  confirming that gas, electric and water check
          meters have been installed.

          (5) Certificates of Insurance required under the Lease.

  LESSEE'S WORK RIDER
  MR 11/13/96                                                       Page 3
  BE-355607-1                                                       Initials:




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<PAGE>



                                   EXHIBIT A

PARCEL ONE:

Situated in the State of Ohio,  County of  Licking,  Village of  Johnstown,  and
being part of Lot No. 1 of Quarter  Township  4,  Township  3, Range 15,  United
States Military Lands,  and containing  8.208 acres of land, more or less, being
all out of a 58.390  acre  tract as  conveyed  to  Krusmith,  Ltd.  of record in
Official  Record 738, Page 43 (all  references  refer to the Recorder's  Office,
Licking County,  Ohio),  said 8.208 acres being more  particularly  described as
follows:

Concerning  at a railroad  spike found in the  centerline  intersection  of U.S.
Route 62 with Sportsman Club Road (County Road 16);

Thence with the centerline of said Sportsman Club Road, NORTH 90[d]00'00" EAST a
distance of 261.93 feet to a railroad spike found,  being the POINT OF BEGINNING
of the herein described tract;

Thence  from the POINT OF  BEGINNING,  continuing  with the  centerline  of said
Sportsman  Club  Road, NORTH 90[d]00'00"  EAST a  distance  of  658.44 feet to a
railroad  spike  found at the  northwest  corner of a 60.00  acre  tract of land
conveyed  to  Richard P. and Norma J.  Johnson of record in Deed Book 803,  Page
1015;

Thence  with  the  west line of said 60.00 acre Johnson tract, SOUTH 00[d]07'43"
WEST a total  distance  of 641.07 feet to an iron pipe set  (passing  over a 3/4
inch rebar found at 2.29 feet, and an iron pipe set at 30.00 feet);

Thence crossing said 58.390 acre Krusmith,  Ltd. tract with a new division line,
NORTH  89[d]52'17"  WEST  a  total distance of 349.37 feet (passing over an iron
pipe  set  at 261.68  feet) to a rebar  found at the  southeasterly  corner of a
10.000 acre tract as conveyed to T.S.G.G. in Official Record 181, Page 383;

Thence  with  the  easterly  line  of  said 10.000 acre  T.S.G.G.  tract,  NORTH
34[d]38'31"  WEST,  a distance of 589.09 feet to a rebar found at an angle point
in the easterly line of said 10.000 acre T.S.G.G. tract;

Thence  with  the  easterly line of the said 10.000 acre T.S.G.G.  tract,  NORTH
00[d]05'11"  EAST,  a  total  distance of 155.63 feet to the POINT OF BEGINNING,
(passing over an iron pipe set on the right of way line at 125.63 feet).

Containing 8.208 acres of land more or less.

PARCEL  TWO:  Situated  in the State of Ohio,  County  of  Licking,  Village  of
Johnstown,  and being part of Lot No. 1 of Quarter Township 4, Township 3, Range
15, United States  Military  Lands,  and containing  0.664 acre of land, more or
less,  being all out of a 58.390  acre tract as conveyed  to  Krusmith,  Ltd. of
record in Official Record 738, Page 43, Official Records, Licking County, Ohio.

Beginning at a rebar found at the  southeasterly  corner of the aforesaid 10.000
acre T.S.G.G. tract;

Thence with the southerly line of aforesaid 8.208 acre tract, SOUTH  89[d]52'17"
EAST a distance of 87.69 feet to an iron pipe set;


Thence crossing the aforesaid 58.390 acre Krusmith, Inc. for the following three
(3) courses:


1)  SOUTH 55[d]21'17" WEST a distance of 477.11 feet to an iron pipe set;

2)  SOUTH 30[d]01'16" WEST a distance of 105.12 feet to an iron pipe set;



<PAGE>

<PAGE>


3)  NORTH 34[d]37'37"  WEST a  distance  of 95.00  feet to a rebar  found at the
southwest corner of the aforesaid 10.000 acre T.S.G.G. tract;

Thence with the  southerly  line of the said 10.000 acre T.S.G.G.  tract,  NORTH
55[d] 21' 57" EAST a distance  of 500.06 feet to the point of  beginning  of the
herein described easement.

Containing 0.664 acre of land, more or less, within the subject easement.

A bearing of NORTH 90[d]00'00"  EAST was assigned to the centerline of Sportsman
Club Road as  described in Official  Record 49, Page 526 and all other  bearings
calculated from this meridian.

All iron pipes set are 30 inches in length by 3/4 inch  inside  diameter  with a
red plastic cap marked "Geo Graphics".

The above  description was written by George W.  Schweitzer,  Ohio  Professional
Surveyor No. 6736 of GEO GRAPHICS,  INC., Land Surveying and Civil  Engineering,
from information  obtained from an actual field survey of the premises performed
in January 1996 and updated in July 1996.




<PAGE>

<PAGE>


                      SURVEY FOR JOHN TRAMONTANA
                    SITUATED IN AND BEING PART OF
            LOT 1 OF QUARTER TOWNSHIP 4, TOWNSHIP 3, RANGE 15
                     UNITED STATES MILITARY LANDS
               VILLAGE OF JOHNSTOWN, LICKING COUNTY, OHIO

                        [MAP OF SURVEYED AREA]

RICHARD P. & NORMA J. JOHNSON
           PARCEL:
           50 AC.
     D.B. 803, PG. 1015

KRUSMITH LTD.
58.390 AC.
O.R. 738, PG. 43
RECEIVED & RECORDED OCT. 22, 1996
AT 3:48 O'CLOCK P.M. IN OFFICIAL RECORD
VOL 846 PAGE 371 FEE 26.00
ROBERT E. WISE, LICKING COUNTY RECORDER

LEGEND
                                   NOTE:
PK Found                           8.208 Ac. PROPOSED SITE
Railroad Spike Found               0.664 Ac. PROPOSED ACCESS EASEMENT.
Railroad Spike Set          
Iron Pin Found                     BASIS OF BEARING: The centerline of
Iron Pin Set                       Sportsman Club Road as described in
Rebar Found                        Official Record 49, Page 526.

                                   This survey was performed without the benefit
                                   of a current title insurance policy.


I hereby certify that:
  The foregoing drawing represents the                
  results of an actual field survey on                [SURVEYOR'S SEAL]
  the premises performed under my
  responsible supervision and that the     
  said drawing is correct to the best
  of my knowledge and belief.


George W. Schweitzer                                 July 30, 1996
---------------------------                          date
George W. Schweitzer
Ohio Professional Surveyor No. 6763

---------------------------------------- 
           Geo-Graphics Inc
   Land Surveying & Civil Engineering
685 North James Road Columbus, Ohio 43219
-----------------------------------------
              SURVEY FOR
           JOHN TRAMONTANA

        VILLAGE OF JOHNSTOWN
        LICKING COUNTY, OHIO
------------------------------------------
 SCALE    DRAWN    CHECKED   DATE    SHEET
1"-200'   J L R     G W S   7-16-96  1 OF 1
-------------------------------------------



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