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                                                         EXHIBIT 10.22
                                       
                                 Retail Store
                                  Smoke Shop

                           FIRST AMENDMENT OF LEASE

     This First Amendment of Lease Agreement entered into as of the ______ 
day of _________, 1997, between Sun Life Assurance Co. of Canada (hereinafter 
called "Lessor") and Duncan Hill Co., LTD., a corporation (hereinafter called 
"Lessee

                                  WITNESSETH

     Whereas, (A) by Lease agreement dated September 23, 1996 (hereinafter
called "said Lease"), Suite 4408 consisting of approximately 1,200 rentable
square feet (hereinafter called "Demised Premises"), located in Belden Village
Tower, 4450 Belden Village Street, N.W., Canton, Ohio (hereinafter called "the
Building") was leased to Lessee for a term expiring September 30, 1998 and (b)
Lessor and Lessee now desire to modify and amend said Lease.

     Now, therefore, in consideration of the mutual covenants, conditions and
agreements hereinafter contained, said Lease is amended as follows, effective
October 1, 1997.

     1.  Term.  The term of this Agreement is hereby extended for an additional
period of three (3) years, beginning October l, 1998 and ending September 30,
2001.

     2.  Demised Premises.  The demised premises shall be expanded from
approximately 1,200 rentable square feet to approximately 1,577 rentable square
feet.  Lessor shall construct a partition wall and one (1) door and frame for
the expanded area of the leased premises on or about November 1, 1997, subject
to the approval by the Stark County Building Department.

     3.  Annual Base Rent.  Beginning November 1, 1997, or at such time as
the Lessor completes its obligations in item 2 above, Lessee shall pay Lessor as
base rent for the Premises the annual sum of Twelve Thousand Six Hundred Six
Hundred Sixteen and No/100 Dollars ($12,616.00) payable in equal monthly
installments of One Thousand Fifty One and 33/100 Dollars ($1,051.33) payable in
advance, without deduction or set-off, in legal tender of the United States of
America, on the first day of each and every calendar month of the term, at the
offices of Ostendorf-Morris Company (hereinafter called the "Company"), The
Diamond Building, 1100 Superior Avenue, Cleveland, Ohio 44114, or at such other
place as Lessor may, from time to time, in writing, designate.  Any rent or
other 


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sums payable by Lessee to Lessor under this Lease which are not paid within 
five (5) days after they first become due, will be subject to a late charge 
of five percent (5%) of the amount due.  Such late charges will be due and 
payable as additional rent on or befor the next day on which an installment 
of rent is due. Any rent, late charges or other sums payable by Lessee to 
Lessor under this Lease which are not paid when due will bear  interest at a 
rate equal to eighteen percent (18%) per annum, such interest to commence on 
the date that said payment was first due and payable, or, at the Lessor's 
election, if a late charge is assessed, fifteen (15) days after the date said 
payment was first due and payable.  Such interest will be due and payable as 
additional rent on or before the next installment of rent and will accrue 
until paid from the date thereof.

     4.  Extension Privilege of Lessee.  Paragraph 48 of the original lease, 
Extension Privilege of Lessee, pertaining to suite 4408 only, is hereby 
deleted. Lessees extension privileges for Suite 406 shall remain.

     5.  Other.  Lessee hereby agrees to complete the installation of the 
ceiling in the original leased premises, in exchange for a one (1) time 
rental credit of One Thousand Six Hundred and No/100 Dollars ($1,600.00).

     All other terms and conditions of said Lease remain in full force and 
effect.

     IN WITNESS WHEREOR, Lessor and Lessee have respectively signed 
triplicate counterparts of this First Amendment of Lease as of the day, 
month, and year first above written.

<TABLE>
<S>                                     <C>
Signed and acknowledged                 LESSOR
in the presence of:

                                        Sun Life Assurance Co. of Canada
--------------------------------        ---------------------------------
Signature

                                        By                  For President
--------------------------------           ----------------
Print Name

                                        And by              For Secretary
--------------------------------               ------------
Signature

--------------------------------       
Print Name

                                        LESSEE
                                        ------

                                        Duncan Hill Co., LTD.                
--------------------------------        --------------------------------------
Signature

                                        By                                   
--------------------------------            ----------------------------------
Print Name                                   William L. Miller, President

                                        And by                           
--------------------------------               -------------------------------
Signature                                     Jeanne E. Miller, Vice President
                              
--------------------------------
Print Name
</TABLE>

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ACKNOWLEDGMENT FOR LESSOR

STATE OF MASSACHUSETTS)
                      )
COUNTY OF NORFOLK     ) SS.:

          On this___________________ day of ____________________________ ,
1997, before me appeared ________________________________________________,
to me known to be acting for the President and Secretary respectively of the 
Sun Life Assurance Company of Canada, the corporation that executed  the 
annexed instrument, and acknowledged the said instrument to be the free and 
voluntary act and deed of said corporation, for the uses and purposes therein 
mentioned, and on oath stated that they were authorized to execute said 
instrument, and that the seal affixed is the corporate seal of said 
corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my 
official seal the day and year first above written.

                                                                              
                                   -------------------------------------------
                                       Notary Public

(Notarial Seal)
                                   My commission expires
                                                         ---------------------


ACKNOWLEDGMENT FOR LESSEE

STATE OF OHIO  )
COUNTY OF STARK) SS.:

          On this 22nd day of September, 1997, before me appeared William L. 
Miller, President and Jeanne E. Miller, Vice President, of Duncan Hill Co., 
LTD. the individuals who executed the annexed instrument, and acknowledged 
the said instrument to be their free and voluntary act and deed, for the uses 
and purposes therein mentioned, and on oath stated that they were authorized 
to execute said instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my 
official seal the day and year first above written.

                                   -------------------------------------------
                                                   Notary Public
(Notarial Seal)

                                   My commission expires  
                                                        ----------------------

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