L E A S E












                                              LANDLORD:

                                              Schottenstein Stores Corporation,
                                              a Delaware corporation
                                              1798 Frebis Avenue
                                              Columbus, Ohio 43206-0410


                                              TENANT:

                                              Salient Systems, Inc.,
                                              4312 Tuller Road
                                              Dublin, OH 43017


                                              PREMISES:

                                              4393 G-M Tuller Ridge Road
                                              Dublin, OH 43017
                                              Approximately 15,225 square feet


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                                TABLE OF CONTENTS

                                                                            Page

Section 1.        PREMISES.....................................................1

Section 2.        TERM.........................................................1

Section 3.        RENT COMMENCEMENT DATE.......................................2

Section 4.        RENEWAL OPTIONS..............................................3

Section 5.        MINIMUM RENT.................................................4

Section 6.        PERCENTAGE RENT:.............................................5

Section 7.        RIGHT TO REMODEL.............................................5

Section 8.        UTILITIES....................................................6

Section 9.        GLASS........................................................7

Section 10.       PERSONAL PROPERTY............................................7

Section 11.       RIGHT TO MORTGAGE............................................7

Section 12.       SUBLEASE OR ASSIGNMENT.......................................8

Section 13.       COMMON AREAS................................................10

Section 14.       OPERATION OF COMMON AREAS...................................10

Section 15.       COMMON AREA MAINTENANCE, TENANT'S SHARE.....................12

Section 16.       EMINENT DOMAIN..............................................14

Section 17.       TENANT'S TAXES..............................................15

Section 18.       RISK OF GOODS...............................................15

Section 19.       USE AND OCCUPANCY...........................................15

Section 20.       NUISANCES...................................................17

Section 21.       WASTE AND REFUSE REMOVAL....................................17

Section 22.       DESTRUCTION OF PREMISES.....................................17

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Section 23.       LANDLORD REPAIRS............................................20

Section 24.       TENANT'S REPAIRS............................................21

Section 25.       COVENANT OF TITLE AND PEACEFUL POSSESSION...................23

Section 26.       TENANT'S INSURANCE; INDEMNITY...............................24

Section 27.       REAL ESTATE TAXES...........................................28

Section 28.       TENANT'S INSURANCE CONTRIBUTION.............................30

Section 29.       FIXTURES....................................................31

Section 30.       SURRENDER...................................................31

Section 31.       HOLDING OVER................................................32

Section 32.       NOTICE......................................................32

Section 33.       DEFAULT.....................................................33

Section 34.       WAIVER OF SUBROGATION.......................................38

Section 35.       LIABILITY OF LANDLORD; EXCULPATION..........................39

Section 36.       RIGHTS CUMULATIVE...........................................40

Section 37.       MITIGATION OF DAMAGES.......................................40

Section 38.       SIGNS.......................................................40

Section 39.       ENTIRE AGREEMENT............................................41

Section 40.       LANDLORD'S LIEN.............................................41

Section 41.       BINDING UPON SUCCESSORS.....................................41

Section 42.       HAZARDOUS SUBSTANCES........................................41

Section 43.       TRANSFER OF INTEREST........................................42

Section 44.       ACCESS TO PREMISES..........................................43

Section 45.       HEADINGS....................................................43

Section 46.       NON-WAIVER..................................................43

Section 47.       SHORT FORM LEASE............................................43

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Section 48.       SECURITY DEPOSIT............................................44

Section 49.       ESTOPPEL CERTIFICATES.......................................44

Section 50.       TENANT IMPROVEMENT ALLOWANCE................................45

Section 51.       NO BROKER...................................................45

Section 52.       UNAVOIDABLE DELAYS:.........................................46

Section 53.       TIMELY EXECUTION OF LEASE:..................................46

Section 54.       ACCORD AND SATISFACTION.....................................46

Section 55.       WAIVER OF JURY TRIAL........................................47

Section 56.       Midterm tenant improvement allowance........................47


EXHIBIT "A"       .........SITE PLAN
EXHIBIT "B"       .........LANDLORD'S WORK
EXHIBIT "C"       .........TENANT'S WORK
EXHIBIT "D"       .........USE OF DEMISED PREMISES

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                                    L E A S E


     THIS  AGREEMENT  OF  LEASE,  made this 12th day of  October,  2004,  by and
between  Schottenstein Stores Corporation,  a Delaware corporation  (hereinafter
referred to as "Landlord"),  with offices at 1798 Frebis Avenue,  Columbus, Ohio
43206-0410  and Salient  Systems,  Inc.  (hereinafter  referred to as "Tenant"),
whose address for billing and notice purposes is 4393 G Tuller Road, Dublin Ohio
43017.

                              W I T N E S S E T H:

Section 1.        PREMISES

     (a)  Landlord,  in  consideration of the rents to be paid and covenants and
          agreements  to be performed  by Tenant,  does hereby lease unto Tenant
          the premises  (hereinafter  referred to as the  "premises" or "demised
          premises")  in Tuller  Ridge  (hereinafter  referred to as the "Office
          Warehouse Park"), in the City of Dublin, County of Franklin, and State
          of Ohio. The location,  size, and area of the demised  premises and of
          the Office  Warehouse Park shall be  substantially as shown on Exhibit
          "A"  attached  hereto  and  made  a  part  hereof.  [Exhibit  A is not
          completed]

     (b)  The demised  premises shall have a ground floor area of  approximately
          15,225 square feet.

     (c)  The demised premises has an address of 4393 G Tuller Ridge Road.

Section 2.        TERM

     The term of this Lease shall be for a period of ten (10)  years,  beginning
on the rent commencement date (as hereinafter defined),  except that if the rent
commencement  date shall be a day other than the first day of a month,  then the
period of time between the rent  commencement date and the first day of the next
calendar month shall be added to the term of the Lease.

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Section 3.        RENT COMMENCEMENT DATE

     (a)  As herein  used,  the phrase "rent  commencement  date" shall mean One
          Hundred and Eighty (180) days after  Landlord has  delivered to Tenant
          possession  of the demised  premises  as same are to be  substantially
          completed by Landlord and ready for occupancy, as in (b) below.

     (b)  Possession  of the demised  premises  shall not be deemed to have been
          given to Tenant until Landlord has substantially  completed Landlord's
          Work as set forth on  Exhibit  "B",  attached  hereto  and made a part
          hereof. [Exhibit B is not sufficiently detailed and cost estimates are
          needed] All  Landlord's  Work shall be performed by Landlord in a good
          and workmanlike  manner  (employing  materials of good quality) and in
          compliance with all governmental requirements.

     (c)  Prior  to the date on which  possession  is  delivered  to  Tenant  as
          aforesaid,  Tenant shall have the right to enter the demised  premises
          at its  own  risk  rent-free  for the  purpose  of  preparing  for its
          occupancy,   installing   fixtures  and   equipment,   and   receiving
          merchandise  and other  property,  provided that (i) such Tenant entry
          and/or  activity  does  not  unreasonably  interfere  with  Landlord's
          construction  activities and (ii) Tenant shall  indemnify,  defend and
          hold the Landlord harmless from and all loss, damage,  claims,  costs,
          demands or expenses (including  reasonable  attorney's fees) resulting
          from such Tenant  entry  and/or  activity by the Tenant or its agents.
          All work other than that to be  performed by Landlord is to be done by
          Tenant within one hundred eighty (180) days after the date  possession
          of the demised  premises  has been  delivered  to Tenant,  at Tenant's
          expense in  accordance  with the  provisions  of this Lease and as set

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          forth  in the  schedule  entitled  Description  of  Tenant's  Work and
          attached  hereto as  Exhibit  "C" and made a part  hereof.  [Exhibit C
          needs more detail] All Tenant's  Work shall be performed  lien free by
          Tenant, in a good and workmanlike manner (employing  materials of good
          quality) and in compliance with all governmental requirements.  In the
          event a mechanic's  lien is filed against the demised  premises or the
          Office  Warehouse  Park,  as a result of Tenant's  work,  Tenant shall
          discharge  or bond off same  within  thirty  (30) days from the filing
          thereof. If Tenant fails to discharge said lien, Landlord may bond off
          or pay same  without  inquiring  into the  validity  or merits of such
          lien,  and all sums so  advanced  shall be paid on demand by Tenant as
          additional  rent.

     (d)  From the  commencement  date until the rent  commencement  date of the
          lease term,  Tenant shall  observe and perform all of its  obligations
          under this  Lease  (except  Tenant's  obligation  to  operate  and pay
          minimum rent,  percentage  rent,  and "Tenant's  Proportionate  Share"
          (defined in Section 15(c) below) of  "Maintenance  Costs" (defined and
          provided for in Section 15 hereof),  "real estate taxes"  (defined and
          provided for in Section 27 hereof),  and  insurance  (provided  for in
          Section 28 hereof).

Section 4. RENEWAL OPTIONS

     Provided Tenant has fully complied with all of the terms,  provisions,  and
conditions  on its part to be  performed  under this Lease and is not in default
under this Lease,  Tenant may, by giving written notice to the Landlord at least
six (6) months on or before the  expiration  of the initial  term of this Lease,
extend such term for a period of five (5) year(s)  upon the same  covenants  and
agreements  as are herein set forth,  except  that the  minimum  rent during the
first renewal term shall be decreased to Eight Thousand Seven Hundred and Twenty
Nine and 00/100 Dollars ($8,729.00) each month.

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Section 5.        MINIMUM RENT

     (a)  Tenant  agrees to pay to  Landlord,  as minimum  rent for the  demised
          premises,  equal consecutive monthly  installments of Ten Thousand Two
          Hundred Thirty-One and 44/100 Dollars ($10,231.44),  commencing on the
          rent  commencement  date,  and  continuing  on the  first  day of each
          calendar  month  during  years one (1) through five (5) of the initial
          term of this Lease,  and monthly  installments of Eleven Thousand Four
          Hundred Eighty Two and 19/100 Dollars ($11,482.19) each calendar month
          during  years six (6)  through  ten (10) of the  initial  term of this
          Lease.  All such  rental  shall be payable  to  Landlord  in  advance,
          without  prior  written  notice or  demand  and  without  any right of
          deduction,  abatement,  counterclaim or offset whatsoever.  As used in
          this Lease,  the terms  "minimum  rent" and "minimum  rental" mean the
          minimum rental set forth in this Section 5(a) as adjusted  pursuant to
          Section 4 hereof. As used in this Lease, the terms "rent" and "rental"
          mean minimum  rental,  percentage  rental,  additional  rental and all
          other sums due and owing from Tenant to Landlord under this Lease.

     (b)  If the Lease term shall  commence on a day other than the first day of
          a  calendar  month or shall end on a day other  than the last day of a
          calendar  month,  the minimum rental for such first or last fractional
          month shall be such  proportion of the monthly  minimum  rental as the
          number of days in such  fractional  month bears to the total number of
          days in such calendar month.

     (c)  Until further  notice to Tenant,  all rental  payable under this Lease
          shall be payable to  Landlord  and mailed to  Landlord  at  Department
          L-2632, Columbus, OH 43260-2632.

     (d)  In the event any sums  required  hereunder to be paid are not received
          when due, or within ten (10) days  thereafter,  then all such  amounts
          shall be subject to a two percent  (2%) late fee. Any amounts not paid

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          within  thirty  (30)  days of the due date  thereof  shall  also  bear
          interest  from the due date thereof until paid at the "Prime Rate," as
          defined in the Money  Rates  section of The Wall Street  Journal  plus
          four  (4%),  as it is in effect  from time to time.  All such  amounts
          shall be due and payable  without  notice or demand.  Tenant shall pay
          the  foregoing  late fees and  interest  thereon  in  addition  to all
          default remedies of Landlord pursuant to Section 33 below.

Section 6.        PERCENTAGE RENT:

                  DELETED BY INTENT.

Section 7.        RIGHT TO REMODEL

     (a)  Tenant may,  with  Landlord's  prior written  approval,  which may not
          unreasonably be withheld,  and at Tenant's  expense,  make repairs and
          alterations  to the  interior  non-structural  portions of the demised
          premises and remodel the interior of the demised  premises,  excepting
          structural and exterior changes,  in such manner and to such extent as
          may from time to time be deemed  necessary  by Tenant for adapting the
          demised  premises to the  requirements  and uses of Tenant and for the
          installation of its fixtures,  appliances and equipment. All plans for
          such remodeling  shall be submitted to Landlord for endorsement of its
          approval  prior to  commencement  of work.  Upon  Landlord's  request,
          Tenant shall be  obligated,  if it remodels  and/or alters the demised
          premises, to restore the demised premises in compliance with the terms
          of this Lease upon vacating the same.  Tenant will  indemnify and save
          harmless the Landlord from and against all  mechanics  liens or claims
          by reason of repairs, alterations or improvements which may be made by
          Tenant to the demised premises.  Any structural or exterior alteration
          may  only be  made by  Tenant  with  the  prior  written  approval  of
          Landlord, which approval may be granted or withheld in Landlord's sole
          discretion. Inasmuch as any such alterations,  additions or other work

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          in or to the  demised  premises  may  constitute  or  create a hazard,
          inconvenience  or  annoyance  to the public  and other  tenants in the
          Office  Warehouse  Park,  Tenant  shall,  if so directed in writing by
          Landlord, erect barricades, temporarily close the demised premises, or
          affected portion thereof,  to the public or take whatever measures are
          necessary to protect the building containing the demised premises, the
          public  and the other  tenants of the  Office  Warehouse  Park for the
          duration of such  alterations,  additions  or other work.  If Landlord
          determines, in its sole judgment, and after prior written notification
          to  Tenant,  that  Tenant  has  failed  to take any of such  necessary
          protective  measures,  Landlord may do so and Tenant  shall  reimburse
          Landlord for the cost thereof  within thirty (30) days after  Landlord
          bills Tenant therefor.

     (b)  All such work,  including Tenant's Work pursuant to Exhibit "C", shall
          be performed  lien free by Tenant.  In the event a mechanic's  lien is
          filed against the premises or the Office Warehouse Park,  Tenant shall
          discharge or bond off same within  thirty (30  business  days from the
          filing thereof.  If Tenant fails to discharge said lien,  Landlord may
          bond off or pay same without  inquiring into the validity or merits of
          such lien,  and all sums so advanced shall be paid on demand by Tenant
          as additional rent.

Section 8.        UTILITIES

     (a)  The Tenant  agrees to be  responsible  and pay for all public  utility
          services rendered or furnished to the demised premises during the term
          hereof,  including,  but not limited to, heat, water,  gas,  electric,
          steam, telephone, telecommunication services, sewer services and other
          utility systems and services  serving the demised  premises,  together
          with all taxes,  levies or other charges on such utility services when
          the same become due and  payable.  Should any  utility  service not be
          separately  then Tenant shall be  responsible  for its pro-rata  share

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          thereof as determined  from time to time and billed by Landlord  which
          bill  will be  accompanied  by  reasonable  supporting  documentation.
          Landlord  shall  not be  liable  for the  quality  or  quantity  of or
          interference   involving  such   utilities   unless  due  directly  to
          Landlord's negligence.

     (b)  Landlord  shall  not be  liable  for the  quality  or  quantity  of or
          interference,  interruption,  curtailment or suspension involving such
          utilities and systems unless due directly to Landlord's negligence.

     (c)  During the term hereof,  whether the demised  premises are occupied or
          unoccupied,  Tenant  agrees to maintain  heat  sufficient  to heat the
          demised  premises so as to avert any damage to the demised premises on
          account of cold weather.

Section 9.        GLASS

     The  Landlord  shall  maintain  the  glass  part of the  demised  premises,
promptly  replacing  any breakage and fully saving the Tenant  harmless from any
loss,  cost or damage  resulting from such breakage or the  replacement  thereof
unless caused by Tenant.

Section 10.       PERSONAL PROPERTY

     The Tenant  further  agrees  that all  personal  property  of every kind or
description  that may at any time be in or on the demised  premises  shall be at
the Tenant's sole risk, or at the risk of those claiming  under the Tenant,  and
that the  Landlord  shall not be liable for any damage to said  property or loss
suffered by the business or  occupation  of the Tenant in any manner  whatsoever
unless caused by Landlord.

Section 11.       RIGHT TO MORTGAGE

     (a)  Landlord  reserves the right to subject and subordinate  this Lease at
          all times to the lien of any deed of trust,  mortgage or mortgages now
          or hereafter placed upon Landlord's  interest in the demised premises;
          provided,  however,  that no  default by  Landlord,  under any deed of
          trust, mortgage or mortgages,  shall affect Tenant's rights under this

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          Lease,  so long as Tenant  performs  the  obligations  imposed upon it
          hereunder and is not in default  hereunder,  and Tenant attorns to the
          holder  of  such  deed of  trust  or  mortgage,  its  assignee  or the
          purchaser at any foreclosure sale. Tenant shall execute any instrument
          presented to Tenant for the purpose of effecting  such  subordination.
          If Tenant,  within ten (10) days after  submission of such instrument,
          fails to execute same,  Landlord is hereby  authorized to execute same
          as  attorney-in-fact  for Tenant. It is a condition,  however,  to the
          subordination and lien provisions herein provided, that Landlord shall
          procure from any such  mortgagee an agreement in writing,  which shall
          be delivered to Tenant or  contained  in the  aforesaid  subordination
          agreement,  providing  in  substance  that  so long  as  Tenant  shall
          faithfully  discharge  the  obligations  on its  part to be  kept  and
          performed  under the terms of this Lease and is not in  default  under
          the terms  hereof,  its tenancy will not be  disturbed  nor this Lease
          affected by any default under such mortgage.

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

Section 12.       SUBLEASE OR ASSIGNMENT

     (a)  General  Restriction.  The Tenant further  covenants and agrees not to
          enter into license,  purchase or concession agreements or to assign or
          sublet  the  demised  premises  or any part of same,  or in any  other
          manner  transfer,  mortgage or pledge the Lease,  its leasehold or the
          demised premises except as set forth in this Section 12.

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     (b)  With Landlord's  Consent.  Notwithstanding  Section 12(a),  Tenant may
          enter into  license,  purchase or  concession  agreements or assign or
          sublet  the  demised  premises  or any part of same,  or in any  other
          manner  transfer,  mortgage or pledge the Lease,  its leasehold or the
          demised premises, with the prior written consent of Landlord; provided
          that Landlord's consent shall not be unreasonably withheld, qualified,
          or delayed.

     (c)  Sublease.  Notwithstanding  Section  12(a),  Tenant  may enter  into a
          sublease of the demised  premises  with a subtenant or  subtenants  so
          long as; (i) the proposed  subtenant's business is permitted according
          to the  terms of this  Lease  and (ii) the  Tenant  remains  fully and
          primarily liable hereunder.  Tenant shall provide Landlord in writing:
          the  name  and  address  of  the  subtenant  and  the  nature  of  the
          subtenant's business that will be operated in the Premises.

     (d)  Assignment.  Landlord's consent shall be required for an assignment of
          the  demised  premises  by  Tenant  not to be  unreasonably  withheld,
          conditioned or delayed.  All requests for assignment shall address the
          following issues: (i) the assignee's  business is permitted  according
          to the terms of this  Lease and (ii) the  assignee  has a net worth no
          less  than  Tenant's  net worth at the time of the  execution  of this
          Lease.  Tenant must provide Landlord in writing:  the name and address
          of the  proposed  assignee;  the  nature  of the  proposed  assignee's
          business  that  will be  operated  in the  Premises;  the terms of the
          proposed  assignment;  and  sufficient  financial  information so that
          Landlord can evaluate the proposed assignee. Landlord shall, within 15
          days after receiving the above  information,  give notice to Tenant if
          Landlord  withholds  consent  to  the  proposed  assign.  If  Landlord
          withholds  consent,  it must explain the reasons for such withholding.
          Upon the completion of such assignment, Tenant shall have no liability
          for any obligations  under the Lease arising after the assignment,  so

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          long as the assignee  has a net worth no less than  Tenant's net worth
          at the time of the execution of this Lease.

     Successors. Notwithstanding Section 12(a), Tenant may assign all or part of
this Lease,  or sublease  all or a part of the  Premises so long as the assignee
has a tangible  net worth equal to or in excess of that of Tenant as of the date
hereof  without the Landlord's  consent to: (i) any  corporation or entity which
controls,  is controlled by or is under common control with Tenant;  or (ii) any
corporation or entity in which or with which Tenant,  its corporate  successors,
or assigns,  is merged or  consolidated,  so long as the Lease is assumed by the
corporation surviving such merger or created by such consolidation; or (iii) any
corporation or entity acquiring this Lease and a substantial portion of Tenant's
assets; or (iv) any successor to a successor corporation or entity becoming such
by either  of the  methods  described  in (ii) or (iii).  Tenant  shall  provide
Landlord in writing the name and address of the any successor under this Section
12(e).

Section 13.       COMMON AREAS

     Common areas means all areas and  facilities in the Office  Warehouse  Park
provided and so  designated  by Landlord and made  available by Landlord for the
common  use and  benefit  of  tenants  of the  Office  Warehouse  Park and their
customers, employees and invitees. Common areas shall include (to the extent the
same are  constructed),  but not be limited  to, the parking  areas,  sidewalks,
landscaped areas, corridors, stairways, boundary walls and fences, incinerators,
truckways,  service roads,  and service areas not reserved for the exclusive use
of Tenant or other tenants.

Section 14.       OPERATION OF COMMON AREAS

     (a)  Landlord shall,  throughout the term hereof,  operate and maintain the
          common areas,  including the parking areas, for the use and benefit of

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

     (b)  Tenant  shall keep all common  areas free of  obstructions  created or
          permitted  by Tenant.  Tenant shall permit the use of the common areas
          only for normal  parking and ingress and egress by its  customers  and
          suppliers to and from the demised premises.  If in Landlord's  opinion
          unauthorized  persons  are using any of the common  areas by reason of
          Tenant's  occupancy of the demised  premises,  Landlord shall have the
          right at any time to remove any such  unauthorized  persons  from said
          areas or to restrain  unauthorized persons from said areas.  Landlord,

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          Tenant,  and others  constructing  improvements  or making  repairs or
          alterations in the Office  Warehouse Park shall have the right to make
          reasonable use of portions of the common areas.

Section 15.       COMMON AREA MAINTENANCE, TENANT'S SHARE

     (a)  Tenant  shall   initially  pay  to  Landlord  as  additional   rental,
          simultaneously  with the  payment of minimum  rental  called for under
          Section  5(a),  Sixty Two Cents  ($0.62) per square  foot,  payable in
          equal  monthly  installments  of Seven  Hundred  Eighty Six and 63/100
          Dollars   ($786.63)  as  the  estimated  monthly  amount  of  Tenant's
          Proportionate  Share of the "Maintenance Costs" (as defined in Section
          15(b) below) for the operation and maintenance of the common areas.

     (b)  The  Maintenance  Costs for the common  areas  shall be computed on an
          accrual basis, under generally  accepted  accounting  principles,  and
          shall  include  all costs of  operating,  maintaining,  repairing  and
          replacing  the  common  areas,  including  by way of  example  but not
          limitation:   (i)  cost  of  labor  (including  worker's  compensation
          insurance,  employee benefits and payroll taxes); (ii) materials,  and
          supplies  used or  consumed in the  maintenance  or  operation  of the
          common  area;  (iii)  the  cost  of  operating  and  repairing  of the
          lighting; (iv) cleaning, painting, removing of rubbish or debris, snow
          and ice, private security  services,  and inspecting the common areas;
          (v) the  cost of  repairing  and/or  maintaining,  but not  improving,
          paving,  curbs,  walkways,  markings,   directional  or  other  signs;
          landscaping,  and drainage and lighting  facilities;  (vi) rental paid
          for  maintenance of machinery and equipment;  (vii) cost of commercial
          general liability insurance and property insurance for property in the
          common  areas  which  are not  part  of the  building  and/or  demised
          premises; and (viii) a reasonable allowance to Landlord for Landlord's
          supervision,  which  allowance  shall not in an accounting year exceed

                                       12
<page>

          ten  percent  (10%) of the  total of all  Maintenance  Costs  for such
          accounting  year (all of the  foregoing are  collectively  referred to
          herein as "Maintenance Costs").

     (c)  Landlord  shall  maintain   accurate  and  detailed   records  of  all
          Maintenance  Costs for the common areas in accordance  with  generally
          accepted accounting principles.  For purposes of this Lease, "Tenant's
          Proportionate  Share" shall be the product of the  applicable  cost or
          expense multiplied by a fraction,  the numerator of which shall be the
          gross leasable area (expressed in square feet) of the demised premises
          and  the  denominator  of  which  shall  be the  gross  leasable  area
          (expressed  in  square  feet)  of all  leasable  space  in the  Office
          Warehouse Park.

     (d)  The actual amount of Tenant's  Proportionate  Share of all Maintenance
          Costs shall be computed by Landlord  within one hundred  twenty  (120)
          days after the end of each  accounting year (which Landlord may change
          from time to time).  At this time  Landlord  shall furnish to Tenant a
          statement  showing in reasonable  detail the actual  Maintenance Costs
          incurred during such accounting year and Tenant's  Proportionate Share
          thereof  (prorated  for  any  partial  lease  year,  with  appropriate
          adjustments to reflect any change in the floor area of the premises or
          the gross leasable area of a building occurring during such accounting
          year).  Any excess  payments  from Tenant shall be applied to the next
          installments of Maintenance Costs hereunder,  or refunded by Landlord.
          Any  underpayments  by Tenant shall be paid to Landlord  within thirty
          (30) days after  receipt of such  reconciliation  statement.  Tenant's
          estimated  monthly  Maintenance Costs hereunder may be adjusted at any
          time and from time to time  during the term  hereof by written  notice
          from Landlord to Tenant.

                                       13
<page>

Section 16.       EMINENT DOMAIN

     (a)  In the event the entire premises or any part thereof shall be taken or
          condemned  either   permanently  or  temporarily  for  any  public  or
          quasi-public   use  or  purpose   by  any   competent   authority   in
          appropriation  proceedings  or by any  right of  eminent  domain,  the
          compensation or award therefore,  including  leasehold,  reversion and
          fee, shall belong to the Landlord and Tenant. Tenant shall be entitled
          to an equitable portion of any such compensation or award based on the
          unamortized portion of tenant's leasehold improvements.

     (b)  In  the  event  that  only a  portion  of the  demised  premises,  not
          exceeding  twenty  percent  (20%)  of  same,  shall  be  so  taken  or
          condemned,  and the portion of the demised  premises  not taken can be
          repaired within ninety (90) days from the date of which  possession is
          taken  for  the  public  use  so as to be  commercially  fit  for  the
          operation of Tenant's business,  the Landlord at its own expense shall
          so repair the  portion  of the  demised  premises  not taken and there
          shall be an equitable  abatement of rent for the remainder of the term
          and/or  extended  terms.  If the portion of the demised  premises  not
          taken  cannot be  repaired  within  ninety  (90) days from the date of
          which  possession  is  taken  so as to be  commercially  fit  for  the
          operation of Tenant's  business,  then this Lease shall  terminate and
          become null and void from the time  possession of the portion taken is
          required  for public  use,  and from that date on the  parties  hereto
          shall be released  from all further  obligations  hereunder  except as
          herein stated.  Except as set forth in Section 16(c) hereof,  no other
          taking,  appropriation  or  condemnation  shall cause this Lease to be
          terminated.  Any such appropriation or condemnation  proceedings shall
          not  operate  as or be  deemed  an  eviction  of Tenant or a breach of
          Landlord's covenant of quiet enjoyment.

                                       14
<page>

     (c)  In the event  that  more  than  twenty  percent  (20%) of the  demised
          premises shall at any time be taken by public or  quasi-public  use or
          condemned under eminent domain or if parking or access is taken, which
          materially impairs Tenant's use and enjoyment of the demised premises,
          then at the option of the  Landlord  or Tenant,  exercisable  upon the
          giving of thirty (30) days advance  written  notice to the Landlord or
          Tenant,  as the case may be, after such taking or  condemnation,  this
          Lease  shall  terminate  and expire at the end of such thirty (30) day
          period,  but in no event  later than sixty (60) days after such taking
          or  condemnation,  and any prepaid  rental shall be prorated as of the
          effective date of such termination.

Section 17.       TENANT'S TAXES

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

Section 18.        RISK OF GOODS

     All personal property,  goods,  machinery,  and merchandise in said demised
premises shall be at Tenant's risk if damaged by water, fire, explosion, wind or
accident of any kind,  and  Landlord  shall have no  responsibility  therefor or
liability for any of the foregoing and Tenant hereby releases Landlord from such
liability unless such damage is caused by Landlord.

Section 19.        USE AND OCCUPANCY

     (a)  The demised  premises  during the term of this Lease shall be occupied
          for the  operating  and  conducting  therein of an office,  warehouse,
          assembly   and   light   manufacturing,   which   includes   prototype
          construction  requiring occasional use of drilling,  milling,  limited
          welding,  grinding,  and other small fabrication  equipment  utilizing
          waterbased  chemicals and other  activities  which are outlined in the
          July 14, 2004  correspondence  attached  and marked as Exhibit "D" and

                                       15
<page>

          for no other purpose  whatsoever  without the prior written consent of
          Landlord,  which consent may be granted or withheld in Landlord's sole
          discretion. Any flammable liquids will be stored in approved flammable
          liquids  storage  cabinets.  Tenant  shall at all  times  conduct  its
          operations on the demised  premises in a lawful  manner and shall,  at
          Tenant's  expense,  comply with all laws, rules,  orders,  ordinances,
          directions,   regulations,   and   requirements  of  all  governmental
          authorities,  now in force or which may  hereafter be in force,  which
          shall  impose any duty upon  Landlord  or Tenant  with  respect to the
          business of Tenant and the use, occupancy or alteration of the demised
          premises.  Tenant shall comply with all  requirements of the Americans
          with  Disabilities  Act,  and  shall  be  solely  responsible  for all
          alterations  within the  demised  premises  in  connection  therewith.
          Tenant  covenants  and agrees that the demised  premises  shall not be
          abandoned or left vacant. Tenant further covenants and agrees that the
          demised premises shall be continuously used and operated, occupied and
          open for  business  for the uses  permitted  herein each  business day
          during the term hereof.

     (b)  In the event Tenant fails to  continuously  operate its business  from
          the demised premises in accordance with this Section 19, then Landlord
          shall have the right and option, in addition to all other remedies set
          forth in this Lease,  to elect to terminate this Lease if such failure
          to operate continues for thirty (30) or more consecutive days.

     (c)  In no event shall  Tenant have the right to conduct  tent sales in the
          common areas of the Office  Warehouse  Park without the prior  written
          consent  of  Landlord  in each such  instance,  which  consent  may be
          granted or withheld in Landlord's sole discretion.

                                       16
<page>

Section 20.       NUISANCES

     Tenant shall not perform any acts or carry on any practice which may injure
the demised  premises or be a nuisance or menace to other  tenants in the Office
Warehouse Park.

Section 21.       WASTE AND REFUSE REMOVAL

     Tenant  covenants  that it will  use,  maintain  and  occupy  said  demised
premises in a careful,  safe, lawful and proper manner and will not commit waste
therein.  Landlord or its agent shall have access at all reasonable times to the
demised  premises for purposes of  inspecting  and  examining  the condition and
maintenance of the demised premises. Tenant agrees to remove all refuse from the
demised premises in a timely, clean and sanitary manner.  Tenant shall provide a
refuse  collection  container at the rear of the demised premises to accommodate
Tenant's  refuse and Tenant shall  routinely  clean up around trash  containers.
Tenant shall contract with a licensed and insured refuse  collection  contractor
to timely  remove refuse  therefrom  and the location of the container  shall be
approved by Landlord.

Section 22.       DESTRUCTION OF PREMISES

     (a)  Landlord  shall  at all  times  during  the term of this  Lease  carry
          property  insurance  coverage on the building  containing  the demised
          premises,  including the structural components  (foundations,  floors,
          walls, windows,  structural supports,  roof, heating,  ventilating and
          air conditioning unit(s), equipment and systems (hereinafter, "HVAC"),
          electrical systems, and plumbing) thereof.  Landlord shall be under no
          obligation to maintain  insurance on any improvements  installed by or
          for the benefit of Tenant's use of the premises or otherwise  owned by
          Tenant.  Landlord may elect to self-insure its  obligations  hereunder
          and/or use whatever deductibles as Landlord deems appropriate,  in its
          sole  discretion.  Tenant  shall not be liable  for any  damage to the

                                       17
<page>

          demised  premises or  Landlord's  property in, on or about the demised
          premises caused by fire or other insurable  hazards  regardless of the
          nature  or cause of such fire or other  casualty,  and  regardless  of
          whether  any  negligence  of Tenant or  Tenant's  employees  or agents
          contributed  thereto.  Landlord  expressly releases Tenant of and from
          all liability for any such damage and Landlord  agrees that any of its
          property  insurance  policies  shall  include a waiver of  subrogation
          recognizing this release from liability

     (b)  If the  demised  premises  shall be  damaged,  destroyed,  or rendered
          untenantable,  in whole or in part, by or as the result or consequence
          of fire or other casualty  (including,  but not limited to,  burglary,
          break-in,   vandalism,   weather,   injury  due  to  weapons  of  mass
          destruction,  and/or acts of  terrorism,  bio-terrorism,  war, or God)
          during the term hereof,  Landlord shall repair and restore the same to
          a good  tenantable  condition with  reasonable  dispatch.  During such
          period of repair,  the rent  herein  provided  for in this Lease shall
          abate  (i)   entirely  in  case  all  of  the  demised   premises  are
          untenantable;  and  (ii)  proportionately  if  only a  portion  of the
          demised  premises is  untenantable  and Tenant is able to economically
          conduct  its  business  from  the  undamaged  portion  of the  demised
          premises.  The abatement shall be based upon a fraction, the numerator
          of which shall be the square  footage of the damaged and unusable area
          of the demised premises and the denominator  shall be the total square
          footage of the demised  premises.  Said abatement  shall cease at such
          time  as the  demised  premises  shall  be  restored  to a  tenantable
          condition.

     (c)  In  the  event  the  demised  premises,  because  of  such  damage  or
          destruction,  are not repaired and restored to a tenantable  condition
          with reasonable dispatch within one hundred twenty (120) days from the
          date of such damage or  destruction,  Tenant or Landlord may, at their
          option,  terminate  this Lease within thirty (30) days  following such

                                       18
<page>

          one  hundred  twenty  (120) day  period  but prior to the  repair  and
          restoration  of same by giving prior written notice to the other party
          and  thereupon  Landlord and Tenant shall be released  from all future
          liability and obligations under this Lease.

     (d)  If  one-third  (1/3) or more of the ground  floor area of the  demised
          premises are damaged or destroyed during the last two (2) years of the
          original or any extended term of this Lease,  Landlord  shall have the
          right to terminate this Lease by written notice to Tenant within sixty
          (60) days following such damage or  destruction,  unless Tenant shall,
          within  thirty (30) days  following  receipt of such notice,  offer to
          extend  the term of this  Lease for an  additional  period of five (5)
          years  from the date  such  damage  or  destruction  is  repaired  and
          restored.  If Tenant  makes said offer to extend,  Landlord and Tenant
          shall  determine  the terms and  conditions of said  extension  within
          thirty (30) days  thereafter or Tenant's  offer shall not be deemed to
          prevent  Landlord  from  canceling  this  Lease.  If  such  terms  and
          conditions have been mutually agreed to by the parties,  then Landlord
          shall accept  Tenant's  offer and shall repair and restore the demised
          premises  with  reasonable  dispatch  thereafter  and such  repair and
          restoration  shall be subject to the provisions of Section 22(c).

     (e)  If  Landlord  is  required or elects to repair and restore the demised
          premises as herein provided,  Tenant shall repair or replace its stock
          in trade,  trade  fixtures,  furniture,  furnishings and equipment and
          other  improvements  including  floor  coverings,  and if  Tenant  has
          closed, Tenant shall promptly reopen for business.  Anything contained
          in  this  Section  22  to  the  contrary  notwithstanding,  Landlord's
          restoration and repair  obligations under Section 22 shall in no event
          include restoration or repair of Tenant's Work or improvements.

                                       19
<page>

Section 23. LANDLORD REPAIRS

     (a)  Landlord  shall  keep  in  good  order,  condition,   and  repair  the
          following:  (i)  structural  portions  of the demised  premises;  (ii)
          downspouts;  (iii) gutters; (iv) the roof of the building of which the
          demised  premises forms a part; and (v) the plumbing and sewage system
          serving  the  demised  premises  but  located  outside of the  demised
          premises,  except (as to all items) for damage caused by any negligent
          act or  omission  of  Tenant  or  its  customers,  employees,  agents,
          invitees,  licensees  or  contractors,  which  shall  be  repaired  or
          replaced  as  necessary,  at the sole  cost  and  expense  of  Tenant.
          "Structural portions" shall mean only the following:  (i) foundations;
          (ii) exterior walls except for interior faces);  (iii) concrete slabs;
          (iv) the beams and columns  bearing the main load of the roof; and (v)
          the floors (but not floor coverings).

     (b)  Notwithstanding the provisions of Section 23(a) above,  Landlord shall
          not be obligated to repair the following,  unless the damage is caused
          by Landlord: (i) the exterior or interior of any doors, windows, plate
          glass,  or  showcases  surrounding  the  demised  premises;  (ii) HVAC
          unit(s),  equipment and systems (including all components  thereof) in
          the  demised  premises;  (iii)  damage  to  Tenant's  improvements  or
          personal  property  caused  by  any  casualty,   burglary,   break-in,
          vandalism,   weather  weapons  of  mass  destruction  and/or  acts  of
          terrorism,  bio-terrorism,  war, or God;  and (iv)  damages  caused to
          structure or building as a result of burglary or  break-in;  provided,
          however,  that nothing contained in this Section 23 shall, in any way,
          limit  Tenant's  obligation  under Section 24 of this Lease.  Landlord
          shall,  in any event,  have ten (10) days  after  notice  from  Tenant
          stating the need for repairs to complete same, or commence and proceed
          with due diligence to complete same.  Tenant  expressly  hereby waives
          the provisions of any law permitting repairs by a tenant at Landlord's
          expense.

                                       20
<page>

     (c)  The  provisions  of this  Section  23 shall  not  apply in the case of
          damage or  destruction by fire or other casualty or a taking under the
          power of eminent  domain in which events the  obligations  of Landlord
          shall be controlled by Section 22 and Section 16 respectively. Section
          24. TENANT'S REPAIRS

     (a)  Landlord  shall have the  obligation  to insure that as of the date on
          which  possession is delivered to Tenant,  the following are and shall
          be in  good  condition  and  working  order:  (i)  all  HVAC  unit(s),
          equipment and systems  (including all components  thereof) serving the
          demised premises; (ii) interior plumbing and sewage facilities;  (iii)
          all interior electric;  (iv) all signage; (v) all interior walls; (vi)
          ceilings; (vii) floor coverings; (viii) all doors, exterior entrances,
          windows and window  moldings;  (ix) plate glass;  (x) the store front;
          and (xi) sprinkler  systems  including  supervisory  alarm service (in
          accordance  with National Fire  Protection  Association  standards and
          current local and state fire protection standards).

     (b)  Tenant shall keep and  maintain,  at Tenant's  expense,  all and every
          other  part of the  demised  premises  in good  order,  condition  and
          repair,  including,  by way of  example  but not  limitation:  (i) all
          leasehold improvements;  (ii) all HVAC unit(s),  equipment and systems
          (including all components thereof) serving the demised premises; (iii)
          interior plumbing and sewage  facilities;  (iv) all interior electric;
          (v) all  signage;  (vi) all  interior  walls;  (vii) floor  coverings;
          (viii)  ceilings;  (ix)  appliances  and  equipment;  (x)  all  doors,
          exterior  entrances,  windows and window  moldings;  (xi) plate glass;
          (xii) signs and showcases surrounding and within the demised premises;
          (xiii)  sprinkler  systems as required  by Section  24(b) below in the
          event that Tenant  damaged the sprinkler  system or it has  discharged
          because of an act of Tenant.  The Tenant  shall be entitled to all the
          benefits  of the  manufacturer  warranties  covering  all parts of the
          demised   premises   for   which  it  has   repair   and   maintenance
          responsibility.

                                       21
<page>

     (c)  Sprinkler  systems,   if  any,  located  in  Tenant's  area  shall  be
          maintained  by Landlord in accordance  with  National Fire  Protection
          Association  standards to ensure proper  operation.  Sprinkler control
          valves  (interior  and  exterior)  located in  Tenant's  area shall be
          monitored by supervisory  alarm  service.  In the event local or state
          codes do not require  alarm  systems,  Landlord  shall  provide  alarm
          service on all  sprinkler  systems to detect water flow and  tampering
          with exterior and interior main control valves of the sprinkler system
          servicing  Tenant's premises.  It shall be Tenant's  responsibility to
          contact  the  Commercial  Property  Manager  at  1798  Frebis  Avenue,
          Columbus, Ohio 43206-0410,  (614) 445-8461, in the event the sprinkler
          system in the demised  premises  is ever shut off for any reason,  and
          advise  same of any  damage  occasioned  or caused by the  actions  of
          Tenant, its agents,  invitees, or employees.  Tenant shall replace all
          sprinkler heads due to its damage,  painting or environmental exposure
          from Tenant's operations.  All other cost of maintaining the sprinkler
          system in Tenant's area shall be paid by Landlord.  If Landlord  deems
          any repair which Tenant is required to make hereunder to be reasonably
          necessary, Landlord may demand that Tenant make such repair. If Tenant
          refuses or neglects to make such repair and to complete  the same with
          reasonable  dispatch,  Landlord may make such repair and Tenant shall,
          on  reasonable  demand,  immediately  pay to Landlord the cost of said
          repair,  together with annual interest at the Interest Rate.  Landlord
          shall not be liable to Tenant  for any loss or damage  that may accrue
          to Tenant's  stock or business by reason of such work or its  results.


     (d)  Neither Tenant nor any of its contractors  are permitted  access to or
          permitted  to  perform  alterations  of any  kind  to the  roof of the
          building containing the demised premises.

     (e)  Tenant  shall:  pay  promptly  when due the entire cost of work in the
          demised premises undertaken by Tenant under this Lease (including, but
          not  limited to,  Tenant's  Work and/or  alterations  permitted  under
          Section 7 of this Lease) so that the demised  premises  and the Office
          Warehouse  Park  shall at all  times be free of liens  for  labor  and
          materials arising from such work; procure all necessary permits before
          undertaking  any  such  work;  do  all of  such  work  in a  good  and
          workmanlike manner,  employing materials of good quality; perform such
          work  only  with  contractors  previously  reasonably  approved  of in
          writing by Landlord; comply with all governmental  requirements;  and,
          save Landlord and its agents,  officers,  employees,  contractors  and
          invitees  harmless and indemnified from all liability,  injury,  loss,
          cost, damage and/or expense (including  reasonable attorneys' fees and
          expenses) in respect of any injury to, or death of, any person, and/or
          damage to, or loss or  destruction  of, any property  occasioned by or
          growing  out of any such  work.

 Section  25.  COVENANT  OF TITLE  AND PEACEFUL POSSESSION

     Subject to the  provisions  of Section 11  hereof,  Landlord  shall,  on or
before the date on which  Tenant is  permitted  to install its  merchandise  and
fixtures in the demised premises,  have good and marketable title to the demised
premises in fee simple and the right to make this Lease for the term  aforesaid.
At such time,  Landlord shall put Tenant into complete and exclusive  possession
of the demised premises,  and if Tenant shall pay the rental and perform all the
covenants  and  provisions  of this Lease to be performed by the Tenant,  Tenant
shall, during the term hereby demised, freely,  peaceably, and quietly enjoy and
occupy the full possession of the demised premises and the common  facilities of
the Office Warehouse Park, subject, however, to the terms and conditions of this
Lease.

                                       24
<page>

Section 26.       TENANT'S INSURANCE; INDEMNITY

     (a)  Property  Insurance.  Tenant agrees to procure and maintain during the
          demised  term a  property  insurance  policy  written on the Causes Of
          Loss-Special  Form (also referred to as the special extended  coverage
          form),  or the most  broad  property  insurance  form then  available,
          insuring against loss of, or damage to, Tenant's  property (Whether or
          not  owned by  Tenant),  in, on or about the  demised  premises.  Such
          property  insurance  shall  include  coverage  (whether by  additional
          policies, endorsements or otherwise): (i) against earthquake and flood
          (including,  but not  limited  to,  mud-slide,  flood  hazard or fault
          area(s),  as designated on any map prepared or issued for such purpose
          by any  governmental  authority);  (ii) for plate  glass;  (iii) in an
          amount  equal to one  hundred  percent  (100%)  of the full  insurable
          replacement cost,  without  deduction for  depreciation;  (iv) with an
          agreed valuation  provision in lieu of, or in an amount  sufficient to
          satisfy, any co-insurance clause; (v) against inflation (also known as
          inflation  guard);  and  (vi)  as  Landlord  may  from  time  to  time
          reasonably  require Tenant to procure and maintain.  If for any reason
          the  Causes  Of  Loss-Special  Form  is not  customarily  used  in the
          insurance industry,  then the property insurance policy then in effect
          shall  at least  provide  coverage  for the  following  perils:  fire,
          lightning,   windstorm  and  hail,  explosion,   smoke,  aircraft  and
          vehicles, riot and civil commotion,  vandalism and malicious mischief,
          sprinkler leakage, sinkhole and collapse,  volcanic action, earthquake
          or earth movement,  and flood, and increased costs of construction and
          demolition due to law, ordinance and inflation.  Landlord shall not be
          liable for any damage to Tenant's property in, on or about the demised

                                       24
<page>

          premises caused by fire or other insurable  hazards  regardless of the
          nature or cause of such fire or other casualty, except for that caused
          by the gross negligence, intentional acts or willful misconduct of the
          Landlord  or  its  employees  or  agents.  Tenant  expressly  releases
          Landlord  of and from all  liability  for any such  damage  and Tenant
          agrees that its property  insurance  policies required hereunder shall
          include  a  waiver  of  subrogation   recognizing  this  release  from
          liability.

     (b)  Commercial General Liability  Insurance.  Tenant agrees to procure and
          maintain  during  the  demised  term a  commercial  general  liability
          insurance policy (on the broadest form then available),  written on an
          occurrence basis by a responsible insurance company or companies, with
          policy  limits  of not less  than  $1,000,000.00  per  occurrence  and
          $2,000,000.00 minimum annual aggregate,  and $50,000.00 limit for fire
          and legal liability,  insuring against  liability for losses,  claims,
          demands or actions for bodily  injury  (including  death) and property
          damage arising from Tenant's conduct and operation of its business in,
          and Tenant's use,  maintenance and occupancy of, the demised  premises
          and any areas adjacent  thereto,  or the acts or omissions of Tenant's
          employees and agents.  Such commercial general liability policy may be
          written  on a  blanket  basis  to  include  the  demised  premises  in
          conjunction  with other premises owned or operated by Tenant but shall
          be written such that the required  policy limits  herein  specifically
          apply  on a per  location  basis  to the  demised  premises.  Tenant's
          commercial  general liability  insurance policy shall further provide:
          (i)  coverage  for defense  costs (in excess of policy  limits);  (ii)
          contractual liability coverage;  (iii) cross-liability  coverage; and,
          (iv) that Landlord, its shareholders,  officers, directors, employees,
          and agents,  are named as  additional  insureds such that (Y) Tenant's
          policy shall be the primary  source of insurance  for such  additional

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<page>

          insureds  and (Z) any  liability  policy  carried  by such  additional
          insureds  shall be in excess of, and will not  contribute  with or to,
          Tenant's   commercial  general  liability  insurance  required  to  be
          maintained hereunder.  Tenant shall further procure and maintain other
          liability insurance  (including  pollution  insurance) as Landlord may
          from time to time reasonably require.  All liability policies required
          under this Lease shall be written on an occurrence basis.

     (c)  Umbrella  Liability  Insurance.  Tenant agrees to procure and maintain
          during  the  demised  term an  umbrella  liability  insurance  policy,
          written on an occurrence basis by a responsible  insurance  company or
          companies,  with policy limits of not less than $5,000,000.00  minimum
          annual aggregate,  listing Tenant's  commercial  general liability and
          all other liability policies carried by, or for the benefit of, Tenant
          as underlying policies. Said umbrella liability insurance policy shall
          comply with the  additional  insured  requirements  set forth above in
          Section 26(b).

     (d)  Worker's Compensation And Employer Liability. Tenant agrees to provide
          and  keep  in  force  at all  times  worker's  compensation  insurance
          complying with the law of the state in which the demised  premises are
          located. Tenant agrees to defend, indemnify and hold harmless Landlord
          from all actions or claims of Tenant's  employees or employee's family
          members.  Tenant agrees to provide a certificate  as evidence of proof
          of worker's compensation coverage. Tenant shall use good faith efforts
          to  ensure  that all  contractors,  sub-contractors,  vendors,  leased
          employees,  and temporary  employees are properly insured for workers'
          compensation.  If Tenant hires  contractors to do any  improvements on
          the demised  premises,  each contractor must provide proof of worker's
          compensation coverage on its employees and agents to Landlord.  Tenant
          further  agrees to provide  and keep in force at all times an employer
          liability  insurance policy covering all of Tenant's  employees at the
          demised premises.

                                       26
<page>

     (e)  Contingent Liability and Builder's Risk Insurance. With respect to any
          alterations  or   improvements   by  Tenant,   Tenant  shall  maintain
          contingent liability and builder's risk coverage naming Landlord as an
          additional   insured,   in  compliance  with  the  additional  insured
          requirements set forth above in Section 26(b).

     (f)  Indemnity.   Tenant  shall  indemnify  Landlord,   Landlord's  agents,
          employees,  officers or  directors,  against all  damages,  claims and
          liabilities  arising from any alleged  products  liability or from any
          accident  or  injury  whatsoever   caused  to  any  person,   firm  or
          corporation  during the demised term in the demised  premises,  unless
          such  claim  arises  from a breach or default  in the  performance  by
          Landlord of any  covenant  or  agreement  on its part to be  performed
          under this Lease or the  negligence of Landlord.  The  indemnification
          herein  provided shall include all costs,  counsel fees,  expenses and
          liabilities  incurred in connection  with any such claim or any action
          or proceeding brought thereon.

     (g)  Certificates  Of  Insurance.  At the time this Lease is  executed  and
          thereafter  during the term hereof  within (i) fifteen (15) days after
          request therefor by Landlord, (ii) fifteen (15) days after each policy
          renewal,  and (iii) thirty (30) days prior to the  expiration  of such
          insurance policies,  Tenant shall furnish to Landlord certificates and
          evidence of insurance  evidencing the continuous  existence during the
          term of this Lease of all  insurance  required to be carried by Tenant
          hereunder. All such certificates and evidence of insurance shall: (iv)
          evidence,  in the form of an  "Evidence  of Property  Insurance",  the
          continuous  existence during the term hereof of the property insurance

                                       28
<page>

          required hereunder;  (v) evidence the continuous  existence during the
          term hereof of all other insurance  required  hereunder;  (vi) include
          attachment of an additional  insured  endorsement;  (vii) name any and
          all  non-standard  exclusions  or  limitations;  and (viii)  contain a
          provision  that the  insurance  carrier shall not cancel or modify the
          insurance coverage without giving at least ten (10) days prior written
          notice  thereof to Landlord  (and any other  additional  insureds,  if
          applicable) at its last known address as provided for herein.  Current
          certificates  and evidence of insurance shall be delivered to Landlord
          as required hereunder in time sufficient to assure that Landlord shall
          always  possess  certificates  and  evidence of  insurance  evidencing
          current insurance  coverage.  All insurance carriers shall be licensed
          to do business  in the state in which the demised  premises is located
          and shall have a Best's Key Rating Guide rating of at least A- VIII.

Section 27. REAL ESTATE TAXES

     (a)  Tenant shall pay Tenant's  Proportionate  Share (as defined in Section
          15(c)  above) of any "real  estate  taxes"  (defined in Section  27(b)
          below)  imposed  upon the Office  Warehouse  Park that  become due and
          payable during each lease year included  within the period  commencing
          with the rent  commencement date and ending with the expiration of the
          term  of  this  Lease.  Tenant  shall  initially  pay to  Landlord  as
          additional rental,  simultaneously  with the payment of minimum rental
          called for under Section 5(a), One and 48/100 $(1.48) per square foot,
          payable in equal monthly  installments  of One Thousand  Eight Hundred
          Seventy Seven and 75/100 Dollars  ($1,877.75) as the estimated  amount
          of  Tenant's  Proportionate  Share of real  estate  taxes.  Within one
          hundred twenty (120) days after the end of each accounting year (which
          Landlord may change from time to time),  Landlord shall provide Tenant
          with an annual  reconciliation of real estate taxes and a statement of
          the actual amount of Tenant's  Proportionate Share thereof. Any excess
          payments from Tenant shall be applied to the next installments of real
          estate taxes hereunder,  or refunded by Landlord. Any underpayments by
          Tenant shall be paid to Landlord within thirty (30) days after receipt
          of  such   reconciliation   statement.   Tenant's   estimated  monthly
          installment of real estate taxes payable  hereunder may be adjusted at
          any time and from time to time by  written  notice  from  Landlord  to
          Tenant.

     (b)  For the  purpose of this Lease,  the term "real  estate  taxes"  shall
          include any special and general assessments, water and sewer rents and
          other  governmental  impositions  imposed  upon or against  the Office
          Warehouse Park of every kind and nature  whatsoever,  extraordinary as
          well  as  ordinary,   foreseen  and  unforeseen  and  each  and  every
          installment  thereof,  which  shall or may  during  the lease  term be
          levied, assessed or imposed upon or against such Office Warehouse Park
          and  of  all   expenses,   including   reasonable   attorneys'   fees,
          administrative  hearing and court  costs  incurred  in  contesting  or
          negotiating  the  amount,  assessment  or rate of any such real estate
          taxes, minus any refund received by Landlord.

     (c)  Notwithstanding  any provision of this Lease to the  contrary,  Tenant
          shall  not  be  obligated  to  pay  for  any  assessment  for  special
          improvements heretofore installed or in the process of installation in
          connection with the initial  development of the Office Warehouse Park,
          and Landlord hereby agrees to pay for the same.

     (d)  The real  estate  taxes for any lease  year  shall be the real  estate
          taxes that become due and payable during such lease year. If any lease
          year shall be greater than or less than twelve (12) months,  or if the
          tax year shall be changed, an appropriate adjustment shall be made. If

                                       29
<page>

          there shall be more than one taxing  authority,  the real estate taxes
          for any  period  shall be the sum of the real  estate  taxes  for said
          period attributable to each taxing authority.  If, upon the assessment
          day for real  estate  taxes for any tax year fully or partly  included
          within the term of this Lease, a portion of such  assessment  shall be
          attributable to buildings in the process of  construction,  a fair and
          reasonable  adjustment  shall be made to carry out the  intent of this
          Section 27.

     (e)  Upon request,  Landlord shall submit to Tenant true copies of the real
          estate tax bill for each tax year or  portion  of a tax year  included
          within the term of this Lease and shall bill  Tenant for the amount to
          be paid by Tenant  hereunder.  Said  bill  shall be  accompanied  by a
          computation  of the amount  payable by Tenant and such amount shall be
          paid by Tenant within thirty (30) days after receipt of said bill.

     (f)  Should the State of Ohio or any political  subdivision  thereof or any
          governmental  authority  having  jurisdiction  thereof,  impose  a tax
          and/or  assessment  (other  than an income or  franchise  tax) upon or
          against the rentals  payable  hereunder,  in lieu of or in addition to
          assessments levied or assessed against the demised premises, or Office
          Warehouse  Park,  then such tax and/or  assessment  shall be deemed to
          constitute a tax on real estate for the purpose of this Section 27.

Section 28.       TENANT'S INSURANCE CONTRIBUTION

     Tenant  shall pay as  additional  rent,  Tenant's  Proportionate  Share (as
defined in Section 15(c) above) of the premiums for the insurance  maintained by
Landlord on all  buildings and  improvements,  as set forth above in Section 22,
for the Office  Warehouse Park,  including the common areas, for each lease year
during the term of this Lease.  The  premiums for the first and last lease years
shall  be  prorated.  Tenant  shall  pay  Tenant's  Proportionate  Share of such
premiums   annually   upon  demand  for  such  payment  by  Landlord.   Tenant's
Proportionate  Share  thereof  shall be paid by Tenant  within  thirty (30) days
after  Landlord's  demand  therefor.  Tenant shall  initially pay to Landlord as

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additional rental,  simultaneously with the payment of minimum rental called for
under Section 5(a), Nine Cents $(0.09) per square foot, payable in equal monthly
installments  of One  Hundred  Fourteen  and  19/100  Dollars  ($114.19)  as the
estimated  amount of Tenant's  Proportionate  Share of such insurance  premiums.
Within one  hundred  twenty  (120) days  after the end of each  accounting  year
(which  Landlord may change from time to time),  Landlord  shall provide  Tenant
with a reconciliation  of the premiums for the insurance  maintained by Landlord
hereunder and a statement of the actual amount of Tenant's  Proportionate  Share
thereof.  Any  excess  payments  from  Tenant  shall  be  applied  to  the  next
installments of insurance  premiums payable by Tenant hereunder,  or refunded by
Landlord.  Any  underpayments  by Tenant shall be paid to Landlord within thirty
(30) days  after  receipt of such  reconciliation  statement.  Tenant's  monthly
installment of insurance  premiums payable hereunder may be adjusted at any time
and from time to time by written notice from Landlord to Tenant.

Section 29.       FIXTURES

     Provided  that  Tenant  shall  repair any  damage  caused by removal of its
property and provided that the Tenant is not in default under this Lease, Tenant
shall  have the right to remove  from the  demised  premises  all of its  signs,
shelving,  electrical,  and other fixtures and equipment,  window reflectors and
backgrounds  and any and all other trade  fixtures which it has installed in and
upon the demised premises.

Section 30.       SURRENDER

     (a)  The Tenant  covenants  and agrees to deliver up and  surrender  to the
          Landlord  the physical  possession  of the demised  premises  upon the
          expiration of this Lease or its  termination as herein  provided in as
          good condition and repair as the same shall be at the  commencement of
          the initial term, loss by fire and/or ordinary wear and tear excepted,
          and to deliver all of the keys to Landlord or Landlord's agents.

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<page>

     (b)  At the  end of the  term,  Tenant  shall  deliver  all of the  keys to
          Landlord or Landlord's agents.

Section 31. HOLDING OVER

     There shall be no privilege of renewal  hereunder  (except as  specifically
set forth in this Lease) and any holding over after the expiration by the Tenant
shall be from day to day on the same terms and conditions (with the exception of
rental  which shall be prorated on a daily basis at twice the daily  rental rate
of the most recent expired term) at Landlord's option; and no acceptance of rent
by or act or  statement  whatsoever  on the  part of the  Landlord  or his  duly
authorized  agent in the absence of a written  contract signed by Landlord shall
be  construed  as an  extension  of the  term or as a  consent  for any  further
occupancy.

Section 32.       NOTICE

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

                                       32
<page>

Section 33. DEFAULT

     (a)  Elements  of  Default:  The  occurrence  of  any  one or  more  of the
          following events shall constitute a default of this Lease by Tenant:

          1.   Tenant  fails to pay any monthly  installment  of rent within ten
               (10)) days after the same shall be due and payable.

          2.   Tenant fails to perform or observe any term, condition,  covenant
               or  obligation  required to be  performed or observed by it under
               this Lease for a period of thirty (30) days after notice  thereof
               from Landlord;  provided,  however,  that if the term, condition,
               covenant  or  obligation  to be  performed  by  Tenant is of such
               nature that the same cannot  reasonably  be cured  within  thirty
               (30)days and if Tenant  commences such performance or cure within
               said thirty (30)day period and thereafter  diligently  undertakes
               to complete the same,  then such  failure  shall not be a default
               hereunder  if it is cured  within  a  reasonable  time  following
               Landlord's  notice,  but in no event  later  than sixty (60) days
               after Landlord's notice.

          3.   If Tenant refuses to take  possession of the demised  premises as
               required pursuant to this Lease,  vacates or abandons the demised
               premises for a period of sixty (60) days.

          4.   A  trustee  or  receiver  is  appointed  to  take  possession  of
               substantially  all of Tenant's assets in, on or about the demised
               premises or of Tenant's interest in this Lease (and Tenant or any
               guarantor  of  Tenant's  obligations  under  this  Lease does not
               regain possession within sixty (60) days after such appointment);
               Tenant  makes an  assignment  for the  benefit of  creditors;  or
               substantially  all of Tenant's assets in, on or about the demised

                                       33
<page>

               premises  or  Tenant's  interest  in this Lease are  attached  or
               levied upon under  execution  (and Tenant does not  discharge the
               same within sixty (60) days thereafter).

          5.   A petition in bankruptcy,  insolvency,  or for  reorganization or
               arrangement  is filed by or against  Tenant or any  guarantor  of
               Tenant's  obligations under this Lease pursuant to any Federal or
               state  statute,  and,  with  respect to any such  petition  filed
               against it,  Tenant or such  guarantor  fails to secure a stay or
               discharge  thereof within sixty (60) days after the filing of the
               same.

          6.   Any guarantor of Tenant's  obligations  under this Lease fails to
               observe any term,  condition,  covenant or obligation required to
               be performed or observed by such guarantor  under any guaranty of
               this Lease.

(b)  Landlord's Remedies: Upon the occurrence of any event of default,  Landlord
     shall have the following rights and remedies,  any one or more of which may
     be exercised without further notice to or demand upon Tenant:

          1.   Landlord may  re-enter the demised  premises and cure any default
               of Tenant, in which event Tenant shall reimburse Landlord for any
               cost and expenses  which Landlord may incur to cure such default;
               and Landlord shall not be liable to Tenant for any loss or damage
               which Tenant may sustain by reason of Landlord's action.

          2.   Landlord may terminate this Lease or Tenant's right to possession
               under  this  Lease  as of  the  date  of  such  default,  without
               terminating  Tenant's  obligation to pay rent due  hereunder,  in
               which event:  (A) neither Tenant nor any person claiming under or
               through Tenant shall  thereafter be entitled to possession of the

                                       34
<page>

               demised  premises,   and  Tenant  shall  immediately   thereafter
               surrender  the demised  premises to  Landlord;  (B)  Landlord may
               re-enter  the demised  premises  and dispose  Tenant or any other
               occupants  of  the  demised  premises  by  summary   proceedings,
               ejectment  or other legal means,  and may remove  their  effects,
               without prejudice to any other remedy which Landlord may have for
               possession  or  arrearages  in rent;  and (C)  notwithstanding  a
               termination  of this Lease (I)  Landlord  may recover from Tenant
               the  present  value of the  balance of the rent which  would have
               been due under this Lease for the balance of the term,  including
               the percentage rent for the entire term less the present value of
               the fair rental  value of the premises for such period (with said
               present  values  being  determined  using  a 10%  discount  rate)
               together  with all loss or damage  which  Landlord may sustain by
               reason of such  termination  and  re-entry,  or (II) Landlord may
               re-let  all  or  any  part  of the  demised  premises  for a term
               different from that which would  otherwise have  constituted  the
               balance  of the term of this  Lease and for rent and on terms and
               conditions  different  from  those  contained  herein,  whereupon
               Tenant  shall  immediately  be  obligated  to pay to  Landlord as
               liquidated  damages the difference  between the rent provided for
               herein and that  provided for in any lease  covering a subsequent
               re-letting  of the demised  premises,  for the period which would
               otherwise have constituted the balance of the term of this Lease,
               together with all of Landlord's  costs and expenses for preparing
               the demised  premises  for  re-letting,  including  all  repairs,
               tenant finish improvements, broker's and attorney's fees, and all
               loss or  damage  which  Landlord  may  sustain  by reason of such

                                       35
<page>

               termination,   re-entry  and   re-letting,   it  being  expressly
               understood and agreed that the liabilities and remedies specified
               in clauses (I) and (II) hereof shall survive the  termination  of
               this Lease. Tenant shall remain liable for payment of all rentals
               and other  charges  and costs  imposed on Tenant  herein,  in the
               amounts, at the times and upon the conditions as herein provided.
               Landlord  shall credit  against such  liability of the Tenant all
               amounts  received by Landlord  from such  re-letting  after first
               reimbursing  itself  for all costs  incurred  in curing  Tenant's
               defaults and  re-entering,  preparing and refinishing the demised
               premises for re-letting, and re-letting the demised premises.

          3.   Upon  termination  of this  Lease  pursuant  to  Section  33(b)2,
               Landlord may recover possession of the demised premises under and
               by virtue of the  provisions of the laws of the State of Ohio, or
               by such other proceedings,  including reentry and possession,  as
               may be applicable.

          4.   If the Tenant shall not remove all of Tenant's property from said
               demised  premises,   within  thirty  (30)  days  of  having  been
               requested  to do so by the  Landlord,  as provided in this Lease,
               Landlord,  at its option,  may remove any or all of said property
               in any manner that  Landlord  shall choose and store same without
               liability for loss thereof, and Tenant will pay the Landlord,  on
               demand, any and all expenses incurred in such removal and storage
               of said  property  for any length of time  during  which the same
               shall be in possession of Landlord or in storage, or Landlord may
               at its option,  without notice,  sell any or all of said property
               in such manner and for such price as the  Landlord  may deem best
               and apply the  proceeds  of such sale upon any  amounts due under
               this  Lease  from  the  Tenant  to the  Landlord,  including  the
               expenses of removal and sale.

                                       36
<page>

5.        [INTENTIONALLY DELETED]

          6.   In the event of a breach by  Tenant  of any of the  covenants  or
               provisions  hereof,  Landlord  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  Lease of any  particular
               remedy shall not preclude  Landlord from any other remedy, in law
               or in equity.  Tenant hereby  expressly waives any and all rights
               of  redemption  granted by or under any present or future laws in
               the event of Tenant being evicted or dispossessed  for any cause,
               or in the event of Landlord  obtaining  possession of the demised
               premises  by  reason  of the  violation  by  Tenant of any of the
               covenants and conditions of this Lease or other use.

          7.   Tenant hereby  expressly  waives any and all rights of redemption
               granted by or under any present or future  laws,  in the event of
               eviction  or  dispossession  of  Tenant  by  Landlord  under  any
               provision of this Lease. No receipt of monies by Landlord from or
               for the  account  of  Tenant  or from  anyone  in  possession  or
               occupancy of the demised  premises after the  termination of this
               Lease or after the giving of any notice shall reinstate, continue
               or extend the term of this  Lease or affect  any notice  given to
               the Tenant  prior to the receipt of such money,  it being  agreed
               that after the service of notice or the  commencement  of a suit,
               or after final judgment for possession of said demised  premises,
               the  Landlord  may receive and collect any rent or other  amounts
               due  Landlord  and such  payment  shall not waive or affect  said
               notice,  said suit or said judgment.

                                 37
<page>

(c)  Additional  Remedies and  Waivers:  The rights and remedies of Landlord set
     forth  herein  shall be in  addition  to any other  right and remedy now or
     hereinafter  provided by law and/or equity and all such rights and remedies
     shall be cumulative and shall not be deemed  inconsistent  with each other,
     and any two or more or all of said rights and  remedies may be exercised at
     the same time or at different  times and from time to time  without  waiver
     thereof of any right or remedy provided or reserved to Landlord.  No action
     or  inaction  by  Landlord  shall  constitute  a waiver of a default and no
     waiver of default shall be effective unless it is in writing, signed by the
     Landlord.  (d)  Interest  on Past Due  Obligations:  All  monetary  amounts
     required to be paid by Tenant hereunder which are not paid on or before the
     due date thereof shall,  from and after such due date, bear interest at the
     Interest  Rate,  and shall be due and payable by Tenant  without  notice or
     demand.

Section  34.   WAIVER OF SUBROGATION

     Landlord and Tenant, and all parties claiming under each of them,  mutually
release and discharge each other from all claims and liabilities arising from or
caused by any casualty or hazard covered or required  hereunder to be covered in
whole or in part by insurance coverage required to be maintained by the terms of
this Lease on the demised  premises or in connection  with the Office  Warehouse
Park or activities  conducted with the demised premises,  and waive any right of
subrogation  which might  otherwise  exist in or accrue to any person on account
thereof.  All policies of  insurance  required to be  maintained  by the parties
hereunder shall contain waiver of subrogation provisions so long as the same are
available.  For  purposes of this Section 34,  Landlord  shall be deemed to have
been required to maintain property  insurance on the improvement  comprising the
Office  Warehouse Park under a Causes of  Loss-Special  Form policy (or the most
broad  property  insurance  form  available)  including,  with  respect  to  the

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<page>

improvements comprising the Office Warehouse Park (other than the premises), the
same  coverages  required of Tenant with respect to the premises as set forth in
Section 26(a).


Section 35. LIABILITY OF LANDLORD; EXCULPATION

(a)  Except with respect to any damages  resulting from the gross  negligence or
     intentional acts of Landlord, its agents, or employees,  Landlord shall not
     be liable to Tenant, its agents,  employees,  or customers for any damages,
     losses,  compensation,  accidents,  or  claims  whatsoever.  The  foregoing
     notwithstanding, it is expressly understood and agreed that nothing in this
     Lease  contained  shall be construed as creating any  liability  whatsoever
     against  Landlord  personally,  and  in  particular  without  limiting  the
     generality of the  foregoing,  there shall be no personal  liability to pay
     any  indebtedness  accruing  hereunder or to perform any  covenant,  either
     express or implied, herein contained, or to keep, preserve or sequester any
     property of Landlord,  and that all personal liability of Landlord,  to the
     extent  permitted by law, of every sort, if any, is hereby expressly waived
     by Tenant,  and by every  person  now or  hereafter  claiming  any right or
     security  hereunder;  and that so far as the parties  hereto are concerned,
     the owner of any  indebtedness or liability  accruing  hereunder shall look
     solely  to the  demised  premises  and the  Office  Warehouse  Park for the
     payment thereof.

(b)  If Tenant obtains a money judgment against  Landlord,  any of its officers,
     directors, shareholders, partners, or their successors or assigns under any
     provisions  of or with  respect to this Lease or on account of any  matter,
     condition or  circumstance  arising out of the  relationship of the parties
     under this Lease, Tenant's occupancy of the building containing the demised
     premises or Landlord's ownership of the Office Warehouse Park, Tenant shall
     be entitled to have  execution upon any such final,  unappealable  judgment
     only upon Landlord's fee simple or leasehold estate in the Office Warehouse

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     Park (whichever is applicable) and not out of any other assets of Landlord,
     or any of its  officers,  directors,  shareholders  or  partners,  or their
     successor  or  assigns;  and  Landlord  shall be  entitled to have any such
     judgment so  qualified  as to  constitute a lien only on said fee simple or
     leasehold estate.

Section 36.       RIGHTS CUMULATIVE

     Unless expressly provided to the contrary in this Lease, each and every one
of the rights,  remedies and benefits provided by this Lease shall be cumulative
and shall not be exclusive of any other of such rights, remedies and benefits or
of any other rights, remedies and benefits allowed by law.

Section 37.       MITIGATION OF DAMAGES

     Notwithstanding  any of the terms and  provisions  herein  contained to the
contrary,  Landlord  and  Tenant  shall  each  have the duty and  obligation  to
mitigate,  in every reasonable  manner, any and all damages that may or shall be
caused or suffered by virtue of defaults  under or violation of any of the terms
and provisions of this Lease agreement committed by the other.

Section 38.       SIGNS

     No signs shall be placed on the demised  premises by Tenant except as shall
comply with all  applicable  governmental  codes,  sign criteria  established by
Landlord,  and with the prior  written  consent of Landlord  after sign drawings
have been submitted to Landlord by Tenant,  which consent shall not unreasonably
be withheld.  Tenant shall have the right to install its prototypical signage to
the front of the demised  premises as described  on Exhibit "D" attached  hereto
and made a part hereof.  Tenant shall not be entitled to any pylon,  monument or
other freestanding signage.

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<page>

Section 39.       ENTIRE AGREEMENT

     This Lease shall constitute the entire agreement of the parties hereto; all
prior agreements between the parties, whether written or oral, are merged herein
and shall be of no force and effect. This Lease cannot be changed,  modified, or
discharged  orally  but only by an  agreement  in  writing  signed  by the party
against whom enforcement of the change, modification or discharge is sought.

Section 40.       LANDLORD'S LIEN

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

Section 41.       BINDING UPON SUCCESSORS

     The  covenants,  conditions,  and  agreements  made and entered into by the
parties  hereto  shall  be  binding  upon  and  inure  to the  benefit  of their
respective heirs, representatives, successor and assigns.

Section 42.       HAZARDOUS SUBSTANCES

(a)  During the term of this Lease,  Tenant shall not suffer,  allow,  permit or
     cause the generation,  accumulation, storage, possession, release or threat
     of release of any hazardous substance or toxic material, as those terms are
     used in the Comprehensive Environmental Response Compensation and Liability
     Act of 1980, as amended, and any regulations promulgated thereunder, or any
     other present or future federal,  state or local laws,  ordinances,  rules,
     and regulations. Tenant shall indemnify and hold Landlord harmless from any
     and all  liabilities,  penalties,  demands,  actions,  costs  and  expenses
     (including without limitation  reasonable  attorney fees),  remediation and
     response  costs  incurred or suffered  by Landlord  directly or  indirectly

                                       41
<page>

     arising  due to the  breach  of  Tenant's  obligations  set  forth  in this
     Section.   Such   indemnification   shall  survive  expiration  or  earlier
     termination of this Lease for a period of two (2) years.  At the expiration
     or sooner termination  hereof,  Tenant shall return the demised premises to
     Landlord  in  substantially  the same  condition  as existed on the date of
     commencement  hereof free of any  hazardous  substances  in, on or from the
     demised premises.

(b)  Prior to any  renovation or demolition  activities  containing any asbestos
     containing materials or asbestos containing building materials,  as defined
     by federal, state or local laws, ordinances,  rules and regulations,  which
     are the  responsibility  of Tenant  hereunder,  or in  connection  with any
     renovation or demolition by Tenant,  Tenant shall notify  Landlord at least
     thirty (30) days prior to commencing  such  renovation or demolition.  Such
     notification  shall  include  the  scope  of work to be  performed  and the
     schedule of the renovation or demolition.  Tenant shall be responsible  for
     compliance with all applicable  asbestos and environmental  regulations for
     its own  employees  and any other persons under their control or direction,
     including but not limited to employee training.


Section 43.       TRANSFER OF INTEREST

     If Landlord  should sell or otherwise  transfer its interest in the demised
premises,  upon an  undertaking by the purchaser or transferee to be responsible
for all the covenants and undertakings of Landlord,  Tenant agrees that Landlord
shall   thereafter  have  no  liability  to  Tenant  under  this  Lease  or  any
modifications  or amendments  thereof,  or extensions  thereof,  except for such
liabilities  which might have accrued prior to the date of such sale or transfer
of its interest by Landlord.

                                       42
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Section 44.       ACCESS TO PREMISES

     Landlord  and its  representatives  shall have free  access to the  demised
premises at all  reasonable  times for the purpose of: (a) examining the same or
to make any  alterations  or repairs to the demised  premises  that Landlord may
deem  necessary  for its safety or  preservation;  (b)  exhibiting  the  demised
premises for sale or mortgage financing; (c) during the last three (3) months of
the term of this Lease,  for the purpose of exhibiting the demised  premises and
putting  up the  usual  notice  "to rent"  which  notice  shall not be  removed,
obliterated  or hidden by Tenant,  provided,  however,  that any such  action by
Landlord shall cause as little inconvenience as reasonably  practicable and such
action shall not be deemed an eviction or disturbance of Tenant nor shall Tenant
be allowed any  abatement  of rent,  or damages  for an injury or  inconvenience
occasioned thereby.

Section 45.       HEADINGS

     The headings are inserted only as a matter of convenience and for reference
and in no way define, limit or describe the scope or intent of this Lease.

Section 46.       NON-WAIVER

     No  payment  by Tenant or  receipt  by  Landlord  or its agents of a lesser
amount than the rent in this Lease  stipulated  shall be deemed to be other than
on account of the  stipulated  rent nor shall an endorsement or statement on any
check or any  letter  accompanying  any  check or  payment  of rent be deemed an
accord and  satisfaction  and  Landlord  or its agents may accept  such check or
payment  without  prejudice to  Landlord's  right to recover the balance of such
rent or pursue any other remedy in this Lease provided.

Section 47.       SHORT FORM LEASE

         This Lease shall not be recorded, but a short form lease, which
describes the property herein demised, gives the term of this Lease and refers

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<page>

to this Lease, shall be executed by the parties hereto, upon demand of either
party and such short form lease may be recorded by Landlord or Tenant at any
time either deems it appropriate to do so. The cost and recording of such short
form lease shall belong to the requesting party.

Section 48.       SECURITY DEPOSIT

     Tenant has deposited  with the Landlord the sum of Five Thousand and 00/100
Dollars  ($5,000.00) as security for the performance by Tenant of every covenant
and condition of this Lease.  If Tenant shall default in respect of any covenant
or  condition of this Lease,  including  but not limited to the payment of rent,
Landlord may apply the whole or any part of such security deposit to the payment
of any sum in default or any other sum which  Landlord  may be required to spend
by reason of Tenant's default.  Tenant shall pay Landlord, on demand, the amount
so  applied  which  shall be added to the  security  deposit so the same will be
restored to its  original  amount.  Should the  demised  premises be conveyed by
Landlord,  the  security  deposit or any  balance  thereof may be turned over to
Landlord's grantee,  and if the same be turned over as aforesaid,  Tenant hereby
releases  Landlord from any and all liability  with respect to security  deposit
and its application or return,  and Tenant agrees to look solely to such grantee
for such  application or return.  Should Tenant comply with all of the covenants
and conditions of this Lease,  the security deposit or any balance thereof shall
be returned  to Tenant (or at the option of  Landlord,  to the last  assignee of
Tenant's  interest in this Lease) at the  expiration of the term hereof.  Tenant
shall not be entitled to any interest on the security deposit.

Section 49.       ESTOPPEL CERTIFICATES

     Each party  agrees  that at any time and from time to time on ten (10) days
prior written request by the other, it will execute,  acknowledge and deliver to
the  requesting  party a  statement  in  writing,  stating  that  this  Lease is
unmodified  and in full force and effect (or, if there have been  modifications,

                                       44
<page>

stating  the  modifications,  and that the Lease as so modified is in full force
and effect),  and the dates to which the rent and other charges  hereunder  have
been paid, and such other  information as may reasonably be requested,  it being
intended  that any such  statements  delivered  pursuant to this  Section may be
relied upon by any current or prospective purchaser of or any prospective holder
of a  mortgage  or a deed  of  trust  upon  or any  interest  in the  fee or any
leasehold  or by the  mortgagee,  beneficiary  or  grantee  of any  security  or
interest, or any assignee of any thereof or under any mortgage, deed of trust or
conveyance  for security  purposes now or hereafter done or made with respect to
the fee of or any  leasehold  interest  in the  demised  premises.  It is hereby
understood  and agreed that if either party shall fail to furnish the  statement
required to be furnished,  as  hereinbefore  provided,  within fifteen (15) days
after the request therefor then such failure shall constitute an acknowledgement
that the Lease (as  modified,  if same has been  modified)  is in full force and
effect and that there have been no prepayments of rent by Tenant.

Section 50.       TENANT IMPROVEMENT ALLOWANCE

         DELETED BY INTENT.

Section 51.       NO BROKER

     Landlord and Tenant each  represent to the other that they have not entered
into  any  agreement  or  incurred  any  obligation  in  connection   with  this
transaction  which might result in the obligation to pay a brokerage  commission
to any broker other than Eric Shea, Managing Partner of Stavroff Commercial Ltd.
Landlord  shall pay a  commission  due to such  broker in  connection  with this
transaction  pursuant to a separate written  agreement between Landlord and such
broker,  and Landlord shall hold Tenant harmless in connection  therewith.  Each
party shall  indemnify  and hold the other party  harmless  from and against any
other claim or demand by any other  broker or other  person for  bringing  about
this Lease who claims to have dealt with such indemnifying party,  including all
expenses  incurred in defending any such claim or demand  (including  reasonable
attorney's fees).

                                       45
<page>

Section 52. UNAVOIDABLE DELAYS:

     In the event either party hereto (the "Delayed  Party") shall be delayed or
hindered in or prevented  from the  performance  of any act required  under this
Lease by reason of  strikes,  lockouts,  labor  troubles,  inability  to procure
materials,   failure  of  power,  the  unforeseen   application  of  restrictive
governmental  laws or  regulations,  riots,  insurrection,  war,  injury  due to
weapons of mass destruction, acts of terrorism,  bio-terrorism, or God, or other
reason of a like nature not the fault of the Delayed Party in performing work or
doing acts required under the terms of this Lease,  then performance of such act
shall be excused for the period of the delay, and the period for the performance
of any such act shall be extended for a period  equivalent to the period of such
delay,  provided that the Delayed Party  notified the other party within fifteen
(15) days of the Delayed  Party being  informed of the  occurrence  of the event
causing  such  delay.  The  provisions  of this  Section 52 shall not operate to
excuse  either party from the payment of any rental or other  monetary  sums due
under the terms of this Lease.

Section 53. TIMELY EXECUTION OF LEASE:

         DELETED BY INTENT.

Section 54.       ACCORD AND SATISFACTION

     No payment by Tenant or receipt by  Landlord  of a lesser  amount  than the
entire rent and all other additional rents and charges hereunder shall be deemed
to be other than  payment on account of the earliest  stipulated  rent and other
additional rents and charges  hereunder,  nor shall any endorsement or statement
on any check or any letter  accompanying  any check or payment for rent or other
additional rent and charges be deemed an accord and  satisfaction,  and Landlord
may accept  such check or  payment  without  prejudice  to  Landlord's  right to
recover  the  balance  of such rent and other  additional  rents and  charges or
pursue any other right or remedy available to the Landlord.

                                       46
<page>

Section 55.       WAIVER OF JURY TRIAL

     The Landlord, Tenant any Guarantor(s) do hereby knowingly,  voluntarily and
intentionally  waive the right to a trial by jury of any and all  issues  either
now or  hereinafter  provided  by law in any action or  proceeding  between  the
parties hereto, or their successors, arising directly or indirectly out of or in
any way connected with this Lease or any of its provisions,  the Tenant's use or
occupancy  of said  premises  and/or any claim for  personal  injury or property
damage  including,  without  limitation,  any action to  rescind or cancel  this
Lease,  and any claim or  defense  asserting  that this  Lease was  fraudulently
induced or is otherwise void or voidable.  It is intended that said waiver shall
apply to any and all  defenses,  rights  and/or  counterclaims  in any action or
proceeding  at law or in  equity.  This  waiver  is a  material  inducement  for
Landlord and Tenant to enter into this Lease.

Section 56.       Midterm tenant improvement allowance

     Tenant  shall  receive  the  sixty-first  (61st),  sixty-second  (62nd) and
sixty-third  (63rd) month of the Lease Minimum Rent free as a contribution  from
the  Landlord  to  make  material  replacement  of  carpet,  paint,  tile or any
refurbishments the Tenant shall deem necessary.

         IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
the day(s) and year(s) written
below.

LANDLORD:

Schottenstein Stores Corporation,
a Delaware corporation


BY:  /s/ Jay L. Schottenstein
     ---------------------------------------
         Jay L. Schottenstein
ITS:     Chairman


TENANT:

Salient Systems, Inc.


BY:  /s/ John S. Cooper
     ---------------------------------------

ITS: President and Chief Executive Officer
     ---------------------------------------


                                       47

<PAGE>


STATE OF OHIO     .........         :
                                            :        SS.
COUNTY OF FRANKLIN.........         :


     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of
________________, 2004 by Jay L. Schottenstein, Chairman of Schottenstein Stores
Corporation, a(n) Delaware corporation, for and on behalf of said corporation.


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






STATE OF _____________.....         :
                                            :        SS.
COUNTY OF ___________......         :

     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of
________________,        2004,        by        _______________________________,
______________________  of  Salient  Systems,  Inc.  for and on  behalf  of said
company.


                                            -------------------------------
                                             Notary Public
                                       48

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