<PAGE>   1
                                                                    Exhibit 10.1

                                      LEASE

         THIS LEASE made this 31st day of January, 1997, between GAULT
RIVERPORT, LLC, a Kentucky limited liability corporation having its principal
place of business at 1466 Gardiner Lane, Suite 200, Louisville, KY 40213-1988
(LESSOR) and GENICOM CORPORATION, a Delaware corporation, having its principal
place of business at 14800 Conference Center Drive, Suite 400, Westfields,
Chantilly, VA 22021-3806 (LESSEE),

WITNESSETH:

         That the LESSOR, in consideration of the undertakings to be performed
by the LESSEE, its successors and assigns, hereby leases to the LESSEE and
LESSEE leases from LESSOR certain real property (Premises) located in the County
of Jefferson, Commonwealth of Kentucky, comprising 32.293 acres in Jefferson
Riverport International Phase II, at the northwest corner of Trade Port Drive
and Greenbelt Highway, Tax District 25, Block 2895, lot 0152 (see exhibit A
attached).

         1.       TERM.

                  1.1 Term. The term of this lease shall be ten (10) years,
beginning on the Rent Commencement Date as defined in Paragraph 4, unless sooner
terminated pursuant to any provision hereof.

                  1.2 Early Possession. If LESSEE occupies the Premises prior to
said commencement date, such occupancy shall be subject to all provisions
hereof. Such occupancy shall not advance the terminate date, and LESSEE shall
pay rent for such period at the initial monthly rates set forth below.

         2.       RENT AND ESCROW PAYMENTS.

                  2.1 The LESSEE agrees to pay to the LESSOR as rent for the
Premises on a triple net basis the sum of NINE HUNDRED TWENTY EIGHT THOUSAND AND
00/100 DOLLARS ($928,000.00) per annum, payable in advance in monthly
installments of SEVENTY SEVEN THOUSAND THREE HUNDRED THIRTY THREE AND 33/100
DOLLARS ($77,333.33) on the first day of each and every month of said 


                                       1
<PAGE>   2
term, together with escrow payments set forth in Paragraph 2.2 below, such total
rent to be payable to the LESSOR at Gault Riverport, LLC, 1466 Gardiner Lane,
Suite 200, Louisville, KY 40213-1988. Rent for any period during the term hereof
which is for less than one month shall be a pro-rata portion of the monthly
installment. Rent shall be payable in lawful money of the United States.

         2.2 During each month of the term of this Lease, on the same day that
rent is due hereunder, LESSEE shall escrow with LESSOR an amount equal to 1/12
of the estimated annual cost of real estate tax and all risk property insurance
items. The initial monthly escrow payments are based upon the estimated amounts
for the year in question, and shall be increased or decreased annually to
reflect the projected costs of such items. If LESSEE's escrow payments are less
than actual costs, LESSEE shall pay the difference to LESSOR within thirty (30)
days after LESSOR furnishes appropriate documentation to LESSEE. If the escrow
payments are more than actual costs, LESSOR shall credit the excess against
LESSEE's next annual escrow payments. The amount of the monthly rental and
initial monthly escrow payments are as follows:

<TABLE>
<S>               <C>                                          <C>        
         (1)      Base Rent as set forth in Paragraph 2.1      $ 77,333.33
         (2)      Real Estate Tax Escrow Payment                  6,666.67
                  (estimated @ $.25/SF/YR)

         (3)      All Risk Property Insurance Escrow              1,333.33
                  Payment (estimated @ $.05/SF/YR)             -----------
                                                  
                  Total Monthly Rental Payment                 $ 85,333.33
                                                               ===========
</TABLE>

         3.       CONSTRUCTION OF PREMISES

                  3.1 Construction. LESSOR agrees, prior to the Rent
Commencement Date of this lease, to construct at its sole cost and expense and
complete the Project as described below in accordance with plans and
specifications approved and initialed by the parties, and attached as Exhibit B,
(hereafter referred to as "Plans"). The Project shall consist of a building
providing approximately 320,000 square feet on 32.293 acres, together with
driveways, parking areas, site work and related improvements. Minor changes from
such plans and specifications which may be necessary during construction shall
not affect, change or invalidate this lease and will be communicated to lessee.


                                       2
<PAGE>   3
                  3.2 LESSEE's Representatives. For the purposes of Paragraph
3.1, the LESSEE's representatives shall be either Dana Pittman or Michael J.
Shelor and no modification, amendment or waiver of the execution of Paragraph
3.1 shall be effective unless signed by one of the aforementioned individuals,
provided, however, that in an emergency, the consent of one of the
aforementioned individuals shall be permitted orally if confirmed in writing
within ten (10) days.

                  3.3 Delay in Leasing. In the event LESSOR shall be delayed or
hindered in the construction of the Premises or prevented from completing such
construction by any strike, lockout, labor dispute, fire, damage or destruction
or casualty, unavailability of material, weather, power failures, unavailability
of utilities, restrictive governmental laws or regulations, riots, insurrection,
war or similar reason beyond its control, then LESSOR shall be excused for the
period of delay and the time limit for construction shall be extended for such
period of delay; provided, however, if such delay exceeds three (3) months, then
either party may terminate this lease upon prior written notice to the other and
neither party shall have any further liability under this lease.

                  3.4 Substantial Completion Date. Subject to Paragraph 3.3, the
Project shall be substantially completed on or before July 27, 1997. Substantial
completion is defined as the date on which a Certificate of Occupancy has been
issued by the appropriate governmental agency stating that construction is
sufficiently complete so that LESSEE can utilize the Project for its intended
purpose or the date upon which LESSEE begins using or occupying any portion of
the Project, whichever occurs first. In the event LESSEE begins using or
occupying any portion of the Project prior to LESSOR's delivery of a Certificate
of Occupancy, LESSOR shall thereafter procure and deliver such Certificate to
LESSEE within a reasonable period of time and LESSOR's failure to deliver such
Certificate shall give LESSEE the right to cancel this lease upon fifteen (15)
days prior written notice to LESSOR.

                  3.5 Compliance with Laws. LESSOR shall construct and complete
the Project as defined by the Plans in compliance with all laws, statutes,
orders, ordinances, rules and regulations of any federal, state or municipal
body or other governmental agency having jurisdiction thereof (specifically
including OSHA requirements, hazardous


                                       3
<PAGE>   4
substance requirements, pollution standards or requirements, etc.) then in
effect as of the date the Certificate of Occupancy is issued.

                  3.6 Construction Warranty. Construction shall be done in a
workmanlike manner. LESSOR warrants that the Project shall be free of defects in
workmanship for a period of two (2) years following LESSEE's acceptance of the
Project (see reference to this Paragraph in Paragraph 8.1). If any such defects
are discovered, LESSEE will promptly notify LESSOR, who shall have thirty (30)
days within which to correct such defects or such reasonable additional time as
the circumstances may fairly require to correct said defects. Lessor will
warrant such repairs for a period of one (1) year. LESSOR furthermore hereby
assigns to LESSEE all transferable warranties, including those in excess of 2
years, made available to LESSOR from manufacturers of products or the providers
of services or labor used in the construction of the Project.

         4.       POSSESSION.

                  4.1 Rent Commencement Date. LESSOR shall deliver actual
possession of the Premises to LESSEE and LESSEE shall accept delivery of
possession no later than the completion date specified in Paragraph 3.4, and the
date upon which such possession is delivered shall constitute the Rent
commencement Date. LESSOR shall give LESSEE at least thirty (30) days prior
written notice of the anticipated Rent Commencement Date. On the Rent
Commencement Date, LESSEE will be deemed to have accepted the Premises and
acknowledged that the Premises are in the condition required under this lease,
except for such matters of which written notice shall be given by LESSEE to
LESSOR within ninety (90) days after the Rent Commencement Date. The rent due
under this lease shall commence on the Rent Commencement Date. LESSEE and its
contractors installing equipment, trade fixtures, furnishings and decorations in
the Premises shall not delay or interfere with LESSOR's construction or delivery
of possession and any such delay or interference shall not postpone the
commencement of the lease term or the obligation to pay rent.

                  4.2 LESSOR not Liable for Delays. Under no circumstances shall
LESSOR be liable for any delays in the delivery of possession to LESSEE except
as provided in 3.3. LESSEE's sole and exclusive remedies shall be the
non-payment of rent 


                                       4
<PAGE>   5
until the Premises are ready for occupancy and possession is delivered to LESSEE
or termination as provided in Paragraph 3.3.

                  4.3 Memorandum of Leasehold Interest. If requested by LESSEE,
LESSOR will join with LESSEE in executing a written instrument in recordable
form evidencing LESSEE's leasehold interest in the Premises.

         5.       USE OF PREMISES. The Premises are to be used by the LESSEE in
connection with its business as a facility for the repair, storage and
distribution of computer and related electrical/data products, and the LESSOR
expressly represents that said Premises may be so used for such purposes.

         6.       ARREARS OF RENT AND DEFAULT IN COVENANTS. It is agreed between
the parties hereto that if, after forty-five (45) days written notice from the
LESSOR to the LESSEE a default other than a failure to pay the required rent
shall continue, it shall be lawful for the said LESSOR to declare said term
ended, and to enter into the Premises or any part thereof, and to expel and
remove the LESSEE or any other person or persons occupying the Premises; except
that in the event that LESSEE shall, upon receipt of said forty-five (45) days
notice, commence in good faith and with reasonable dispatch to rectify any
default hereunder, other than a default in payment of rent, the reasonable time
necessary to remedy such default shall be added to such forty-five (45) day
period and LESSEE shall not be deemed in default hereunder so long as it
continues with due diligence to remedy such default.

         7.       ASSIGNMENT AND SUBLETTING. LESSEE agrees that it will not
sublet the Premises or any part thereof, or assign this lease without the
written consent of the LESSOR, which consent the LESSOR agrees will not be
unreasonably withheld.

         8.       MAINTENANCE AND REPAIRS, TAXES AND INSURANCE.

                  8.1 Maintenance and Repairs. During the entire term of this
Lease, LESSOR will be liable for the repair or maintenance of the roof,
structural supports or exterior walls, unless repairs or maintenance to the
roof, structural supports or exterior walls are a result of LESSEE's sole
negligence. Additionally, during the first two (2) years of the Lease, as part
of LESSOR's warranty described in Paragraph 3.6, LESSOR shall repair and
maintain, at its sole cost and expense, all heating, ventilating and
air-


                                       5
<PAGE>   6
conditioning equipment; all plumbing and sprinkler systems; all lighting and
electrical systems (except tube/bulb replacements); all loading doors and dock
equipment, normal wear and tear excepted. However, the repairs and maintenance
shall be made by LESSEE if they are a result of LESSEE sole negligence.

                  At the beginning of the third year of the Lease, LESSEE
agrees, at its reasonable cost and expense, to perform all necessary maintenance
and repairs to the Premises.

                  During the entire term of this Lease, LESSEE shall be
responsible for its own snow removal, trash removal, parking lot cleaning,
landscaping maintenance and lawn care.

                  8.2 Taxes. Using funds provided by LESSEE'S escrow payments as
set forth in Paragraph 2.2, LESSOR agrees to make payment for all real estate
taxes and assessments levied against said Premises and grounds payable during
the term of this lease and any renewal thereof. LESSEE shall pay prior to
delinquency all undisputed taxes assessed against and levied upon its trade
fixtures, furnishings, equipment and all other of its personal property
contained in the Premises.

                  8.3 Property Insurance. Using funds provided by LESSEE's
escrow payments as set forth in Paragraph 2.2, LESSOR agrees to provide all risk
property insurance on the Building at rates competitive in the local market.
LESSEE shall be responsible for providing insurance coverage as LESSEE may deem
appropriate for its personal property.

                  8.4 Liability Insurance. During the term of this lease or any
renewal thereof, LESSEE shall, at LESSEE's reasonable expense, maintain adequate
insurance for bodily injury (including death) or property damage claims arising
out of LESSEE's use or occupancy of the Premises. Such insurance shall have
minimum liability limits of $1 Million per occurrence with a $5 Million policy
aggregate. LESSOR shall be named as an "Additional Insured." A Certificate of
Insurance evidencing the foregoing coverage shall be furnished to LESSOR upon
request.

                  8.5 Waiver of Subrogation. The LESSOR and the LESSEE hereby
release each other from any liability for loss or damage occurring on or to the
Premises or 


                                       6
<PAGE>   7
to the contents thereof, caused by fires or other hazards ordinarily
covered by fire and extended coverage insurance policies and each waives all
rights of recovery against the other for such loss or damage. Negligence
lawfully attributable to either party which, whether in whole or in part, is a
contributing cause of the casualty giving rise to the loss or damage shall not
affect the foregoing release and waiver.

         9.       ALTERATIONS BY LESSEE. The LESSEE may make from time to time
such improvements to the Premises as will, in the judgment of said LESSEE,
better adapt the same to the purposes of its business, subject to prior written
consent of the LESSOR, which consent the LESSOR agrees will not be unreasonably
withheld; provided, however, that the LESSEE shall make no such improvements
which shall affect the structural capacity of the building except upon the
approval of the LESSOR. All improvements, of any nature whatsoever whether trade
fixtures or otherwise, added to such Premises by the LESSEE shall be at its own
expense unless agreed otherwise by both parties and shall remain the property of
the LESSEE and upon or at any time before the expiration of the term of this
lease or any renewal thereof, or sooner termination of the term hereunder,
LESSEE shall remove from said Premises the improvements and restore the Premises
to its original condition, reasonable wear and tear excepted.

         10.      DAMAGE OR DESTRUCTION BY FIRE, ETC. In the event of the total
destruction of the Premises by fire, unavoidable accident, or other casualty,
this lease shall immediately terminate and all advance payments of rent, if any,
covering periods subsequent to such destruction shall be promptly refunded to
the LESSEE. In the event a portion of the Premises is rendered untenantable by
fire, unavoidable accident or other casualty during the term hereof, the LESSOR
shall repair the same with all reasonable speed. The rent hereby reserved shall
abate during the time such portion shall remain untenantable in such proportion
as the Premises so rendered untenantable bears to the entire Premises, and rent,
if any, paid in advance shall be refunded accordingly. If the Premises are not
repaired or restored with four (4) months, LESSEE may terminate this lease upon
ten (10) days prior written notice to LESSOR.


                                       7
<PAGE>   8
         11.      UTILITIES. The Premises shall be metered directly for
electricity, natural gas, water and sewer (including drainage) and LESSEE shall
pay directly to the utilities all charges for said utilities.

         12.      QUIET ENJOYMENT. The LESSOR hereby covenants that it has a
good indefeasible title to the said Premises and that the same, on the first day
of the term hereby granted, shall be free and clear of all liens, encumbrances,
violations, encroachments and leases and that the LESSEE, upon paying the rent
herein stipulated and performing and observing the covenants by it to be kept
and performed as herein provided, shall have peaceable and quiet possession of
said Premises during the term of this lease and any renewal thereof.

         13.      DEFAULT.

                  13.1 Mortgage Principal and Interest. If LESSOR shall default
in the payment of interest upon or principal of any mortgage or other lien
encumbering said Premises, then in priority to this lease, LESSEE may at its
option pay the same and the amount so paid, with interest from the date of such
payment, may be applied by LESSEE upon any rent theretofore or thereafter
falling due hereunder.

                  13.2 Foreclosure. If foreclosure of any such mortgage should
be commenced resulting in the entry of a judgment of foreclosure and sale,
LESSEE may procure any other lender to take the mortgage by assignment, or may
itself take an assignment thereof, the LESSOR hereby constituting LESSEE as its
attorney-in-fact for such purpose, and any reasonable amount of expense incurred
by the LESSEE in so doing shall be paid by LESSOR to LESSEE on demand or may be
applied by LESSEE upon any rent theretofore or thereafter falling due hereunder.

                  13.3 Proceeds. If pursuant to such judgment of foreclosure and
sale, the Premises shall be sold and the rights of the LESSEE in this lease
shall be completely cut off and barred, then, in such event, the LESSEE shall be
entitled to receive from any surplus monies which may be realized upon such
sale, the value of the leasehold estate hereby created and lease terminated.

         14.      SIGNS. The LESSEE shall have the right to erect and maintain
any appropriate sign or signs for use in connection with its business upon the
exterior and/or 


                                       8
<PAGE>   9
interior of said Premises. The location and dimension of such sign or signs
shall be subject to LESSOR's prior approval which will not be unreasonably
withheld. LESSOR shall not be liable for any damage or injury caused by the sole
negligence of the LESSEE in the maintenance or erection thereof. LESSOR agrees
to prohibit the display of any sign or signs on the Premises other than those
erected and maintained by LESSEE.

         15.      CONDEMNATION. If the entire Premises be taken by virtue of
condemnation, eminent domain or for any public or quasi-public improvement, or
if any part of the Premises be taken so that the use and occupancy by LESSEE of
the remaining portion of the Premises for the purposes of its business shall be
materially affected and the Premises rendered unfit therefor, then this lease
and all obligations of the LESSEE hereunder shall terminate and all advance
payments of rent, if any, covering periods subsequent to such taking, shall be
promptly refunded to the LESSEE. Any award in condemnation shall be apportioned
between the LESSOR and LESSEE according to law and the rules and practice usual
in such cases. If a part of the Premises be so taken which does not materially
affect the use and occupancy by LESSEE for its purposes nor render the Premises
unfit therefor, then LESSOR shall be entitled to the entire award and shall at
its own cost and expense perform such reconstruction work as shall be necessary
to render the Premises suitable for occupancy by LESSEE for its said purposes.
The rent hereby reserved shall abate during such time as such part of the
Premises is untenantable as a result of such reconstruction; and upon completion
thereof, the annual rental hereunder shall be reduced by multiplying the rent
prior to the taking described herein by a fraction, the numerator of which is
the area of the Premises not available for use by LESSEE as a result of the
condemnation and denominator of which is the area of the Premises before such
taking.

         16.      ENVIRONMENT

                  16.1 LESSOR'S Responsibility. LESSOR agrees to observe all
laws and regulations dealing with environmental matters and agrees to hold
LESSEE harmless from any loss, cost or expense incurred by LESSEE as a result of
LESSOR's failure to do so.


                                       9
<PAGE>   10
                  16.2 Compliance with Environmental Laws. LESSEE shall at all
times and in all respects comply with all federal, state, and local laws,
ordinances, and regulations ("Hazardous Materials Laws") relating to industrial
hygiene, environmental protection, or the use, analysis, generation,
manufacture, storage, presence, disposal, or transportation of any oil,
flammable explosives, asbestos, urea formaldehyde, radioactive materials or
waste, or other hazardous toxic, contaminated, or polluting materials,
substances, or wastes, including, without limitations, any "hazardous
substances," "hazardous wastes," "hazardous materials," or toxic substances
under any such laws, ordinances, or regulations (collectively, "Hazardous
Materials").

                  16.3 Hazardous Materials Handling. LESSEE shall at its own
expense procure, maintain in effect, and comply with all conditions of any and
all permits, licenses, and other governmental and regulatory approvals required
for LESSEE's use of the Premises, including, without limitation, discharge of
(appropriately treated) materials or wastes into or through any sanitary sewer
serving the premises. Except as discharged into the sanitary sewer in strict
accordance and conformity with all applicable Hazardous Materials Laws, LESSEE
shall cause any all Hazardous Materials removed from the Premises to be removed
and transported solely by duly licensed haulers to duly licensed facilities for
final disposal of such materials and wastes. LESSEE shall in all respects
handle, treat, deal with, and manage any and all Hazardous Materials in, on,
under, or about the Premises in total conformity with all applicable Hazardous
Materials Laws and prudent industry practices regarding management of such
Hazardous Materials. All reporting obligations imposed by hazardous Materials
Laws are strictly the responsibility of LESSEE. LESSEE is "in charge" of
LESSEE's "facility" as such terms are used in CERCLA (Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 as amended by
the Super Fund Amendment and Reauthorization Act of 1986.)

                  16.4 Removal. Upon expiration or earlier termination of the
term of the Lease, LESSEE shall cause all Hazardous Materials, the presence of
which is attributable to LESSEE, to the extent possible, to be removed from the
Premises and transported for use, storage, or disposal in accordance and
compliance with all applicable Hazardous Materials Laws. LESSEE shall not take
any remedial action in response to the presence 


                                       10
<PAGE>   11
of any Hazardous Materials in or about the premises, nor enter into any
settlement agreement, consent decree, or other compromise in respect to any
claims relating to any Hazardous materials in any way connected with the
Premises without first notifying LESSOR of LESSEE's intention to do so and
affording LESSOR ample opportunity to appear, intervene, or otherwise
appropriately assert and protect LESSOR's interest with respect thereto. In
addition, at LESSOR's request, LESSEE shall remove any tanks or fixtures which
contain, contained, or are contaminated with hazardous Materials, provided
LESSEE is responsible for the presence of such Hazardous Materials.

                  16.5 Notices. LESSEE shall immediately notify LESSOR in
writing of: (i) any enforcement, cleanup, removal, or other governmental or
regulatory action instituted, completed, or threatened pursuant to any Hazardous
materials Laws; (ii) any claim made or threatened by any person against LESSEE
or the Premises, relating to damage, contribution, cost recovery compensation,
loss, or injury resulting from or claimed to result from any hazardous
Materials; and (iii) any reports made to any environmental agency arising out of
or in connection with any hazardous Materials in, on, or removed from the
Premises, including any complaints, notices, warnings, reports, or asserted
violation in connection therewith. LESSEE shall also supply to LESSOR as
promptly as possible, and in any event within five (5) business days after
LESSEE first receives or sends the same, with copies of all claims, reports,
complaints, notices, warnings, or asserted violations relating in any way to the
Premises, or LESSEE's use thereof. LESSEE shall promptly deliver to LESSOR
copies of hazardous Waste manifests reflecting the legal and proper disposal of
all Hazardous Materials removed from the Premises.

                  16.6 Indemnity. LESSEE shall indemnify and hold LESSOR
together with LESSOR's partners, employees, agents, attorneys, successors and
assigns, harmless from any loss, cost or expense incurred by LESSOR if such
loss, cost or expense is caused solely by the failure of LESSEE to observe any
Hazardous Materials Law, the violation of which occurs because of actions taken
solely by LESSEE.


                                       11
<PAGE>   12
                  16.7 Availability of LESSOR's Phase I Environmental Report.
Upon request, LESSOR shall furnish LESSEE a copy of the Phase I audit conducted
by Ecologix, Inc.

         17.      SEVERABILITY. The invalidity of any provision of this lease as
determined by a court of competent jurisdiction shall in no way affect the
validity of any other provision hereof.

         18.      SUCCESSORS AND ASSIGNS. It is mutually covenanted and agreed
by and between the parties hereto that each and every one of the expressions,
phrases, terms, covenants, provisions, agreements, requirements, obligations and
privileges in this lease contained shall extend to and insure to the benefit of
and bind the parties hereto, their respective heirs, executors, administrators,
successors and assigns.

         19.      NOTICES. Any notice by the LESSOR to the LESSEE, or by the
LESSEE to the LESSOR, shall be in writing and may be given and shall be deemed
to have been duly given, if either delivered personally or mailed in any general
or branch post office enclosed in a certified or registered postpaid envelope
addressed to the respective addresses below stated:

                           To the LESSOR at:

                                    Gault Riverport, LLC
                                    1466 Gardiner Lane, Suite 200
                                    Louisville, KY  40213-1988
                                    Attn:  Charles P. Marsh

                           To the LESSEE at the premises, with copy to:

                                    Genicom Corporation
                                    7601 Trade Port Drive
                                    Louisville, KY  40258
                                    Attn:  Mr. Dana M. Pittman

         Either party may at any time change the address for notices to such
party by delivering or mailing notice as aforesaid at least (5) days previously
stating the change and setting forth the changed address.


                                       12
<PAGE>   13
         20.      CHOICE OF LAW. This lease shall be governed by the laws of the
State wherein the Premises are located.

         21.      CONSENTS. Wherever in this lease the consent of one party is
required to an act of the other party, such consent shall not be unreasonably
withheld.

         22.      AUTHORITY. Each individual executing this lease on behalf of
LESSEE and LESSOR represents and warrants that he or she is duly authorized to
execute and deliver this lease.

         23.      SECURITY DEPOSIT. There shall be no security deposit in
connection with this Lease.

         24.      COMMISSION. LESSOR shall be solely responsible for any real
estate commission due in connection with this lease.

         25.      RIGHT OF FIRST REFUSAL. In the event Lessor receives a bona
fide offer to purchase the Premises, any part of the Premises, or property which
includes the Premises, during the term of this Lease (the "Purchase Offer"), and
desires to accept the same or should Lessor during the term of this Lease offer
to sell the Premises, any part thereof or any property which includes the
Premises (the "Sale Offer"), Lessee shall have the right of first refusal to
purchase the subject property at the same price and upon the same terms and
conditions as contained in the Purchase Offer or Sale Offer. Immediately upon
receiving a Purchase Offer or prior to making a Sale Offer, Lessor shall notify
Lessee in writing, setting forth the name and address of the prospective
purchaser, the proposed purchase price and all other terms and conditions of the
Purchase Offer or Sales Offer. Lessee shall have a period of thirty (30) days
after receipt of said notice within which to notify Lessor of its election to
purchase on the terms contained in such offer. In the event Lessee fails to give
notice of its election to purchase within such a thirty (30) day period, this
Lease (including this RIGHT OF FIRST REFUSAL provision which shall also be
binding on subsequent purchasers, if any) shall nevertheless remain in full
force and effect, shall survive the sale of the Premises and shall be binding
upon the purchaser or purchasers of the Premises. If the sale of the property
subject to a Purchase Offer or a Sale Offer is not closed on the terms and
conditions set forth therein (with no change in the purchase price or method of
payments thereof) to the purchaser making or accepting 


                                       13
<PAGE>   14
such offer no later than ninety (90) days after the date of closing specified
therein, the Lessee's right of first refusal as provided herein shall again
apply as to such Purchase Offer or Sale Offer and shall also apply as to any
subsequent Purchase Offer or Sale Offer.

         26.      LESSEE'S RIGHT TO CANCEL LEASE. LESSEE may cancel this Lease
as of the end of the 84th month, provided LESSEE shall have completed both of
the following: (a) given LESSOR 180 day prior written notice of its intention to
cancel and, (b) paid to LESSOR a cancellation payment of FOUR HUNDRED SIXTY-FOUR
THOUSAND AND NO/100 DOLLARS ($464,000.00) at the end of the 84th month.

         27.      ESTOPPEL CERTIFICATES

                  Lessee shall, within twenty (20) days after written request of
Lessor, execute, acknowledge and deliver to Lessor or to Lessor's mortgagee,
proposed mortgagee, land lessor or proposed purchaser of the Premises, any
estoppel certificates requested by Lessor which shall state whether this Lease
is in full force and effect and whether any changes may have been made to the
original of this Lease; whether the Term of this Lease has commenced and full
Rent is accruing; whether there are any defaults by Lessor and, if so, the
nature of such defaults; whether possession has been assumed and all
improvements to be provided by Lessor have been completed; whether Rent has been
paid more than thirty (30) days in advance; whether there are any liens, charges
or offsets against Rent due or to become due; and whether the address shown on
such estoppel certificate is accurate.

                        (balance of this page left blank)


                                       14
<PAGE>   15
                  IN WITNESS WHEREOF, LESSOR and LESSEE have executed this Lease
through their respective authorized representatives, as of the day and year
written first above.

WITNESSES AS TO LESSOR:             LESSOR:

                                    GAULT RIVERPORT, LLC
         Jean Mattingly             a Kentucky limited liability corporation
------------------------------      

         Stephen C. Gault           By: Charles P. Marsh
------------------------------          ------------------------------------
                                        Charles P. Marsh

                                    Title:   Member
                                          ----------------------------------

WITNESSES AS TO LESSEE:             LESSEE:

                                    GENICOM CORPORATION
               ?                    a Delaware corporation
------------------------------
               ?                    By: James C. Gale
------------------------------          ------------------------------------
                                    Title:   CFO
                                          ----------------------------------

                              LESSOR ACKNOWLEDGMENT

STATE OF KENTUCKY    )
                     )  :SS
COUNTY OF JEFFERSON  )

         Before me, the undersigned, a Notary Public in and for said county and
state, personally appeared Charles P. Marsh as Member of Gault Riverport, LLC, a
Kentucky corporation, known to me to be the persons and officers whose names are
subscribed to the foregoing instrument and acknowledged to me that the same was
the free act and deed of the said corporation and they executed the same as the
act of such corporation for the purposes and consideration therein expressed and
in the capacity therein stated.


                                       15
<PAGE>   16
         IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Louisville, Kentucky, this 31st day of January, 1997.

                                               Terri P. Jones
                                               Notary Public

                              LESSEE ACKNOWLEDGMENT

STATE OF Virginia         )
                          ) :SS
COUNTY OF Fairfax         )

         Before me, the undersigned, a Notary Public in and for said county and
state, personally appeared James C. Gale, as CFO, of Genicom Corporation, a
Delaware corporation, known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me that the same was
the free act and deed of Genicom Corporation, and such person executed the same
as the act of such corporation for the purposes and consideration therein
expressed and in the capacity therein stated.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Chantilly, Virginia, this 30th day of January, 1997.

                                            MaryAnn Martin (?)
                                              Notary Public


                                       16