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                                                                   EXHIBIT 10.19


                      WILMINGTON COMMERCE PARK PARTNERSHIP

                             WAREHOUSE/DISTRIBUTION

                               AGREEMENT OF LEASE
                             LEASE FOR BUILDING 11

     PROPERTY LOCATED AT 3336 State Route 73 South, Wilmington, Ohio 45177

ARTICLE

 I       TERM .........................................................2
 2       ACCEPTANCE OF LEASED PREMISES ................................2
 3       RENT .........................................................3
 4       COMMON AREA ..................................................3
 5       USE OF LEASED PREMISES .......................................4
 6       ASSIGNMENT AND SUBLET71NG ....................................5
 7       REPAIRS ......................................................5
 8       INSTALLATIONS AND ALTERATIONS ................................6
 9       RISK OF LOSS .................................................6
 10      INSURANCE ....................................................7
 11      DAMAGE BY FIRE OR OTHER CASUALTY .............................8
 12      EMINENT DOMAIN ...............................................8
 13      ACCESS TO LEASED PREMISES ....................................9
 14      LESSOR'S SUCCESSORS ..........................................9
 15      SUBORDINATION ................................................9
 16      ATTORNMENT ..................................................10
 17      LIMITATION OF LIABILITY .....................................10
 18      LESSEE'S DEFAULT ............................................10
 19      SURRENDER OF LEASED PREMISES ................................11
 20      WAIVER OF SUBROGATION .......................................12
 21      ZONING; PERMITS .............................................12
 22      ENVIRONMENTAL PROVISIONS ....................................12
 23      ESTOPPEL CERTIFICATE ........................................13
 24      ACCELERATION OF RENT ........................................13
 25      RENT DEMAND .................................................13
 26      NO REPRESENTATION BY LESSOR .................................13
 27      WAIVER OF BREACH ............................................14
 28      QUIET ENJOYMENT .............................................14
 29      INTERPRETATION ..............................................14
 30      DEFINITIONS .................................................14
 31      HEADINGS ....................................................14
 32      NOTICE ......................................................14
 33      FINANCIAL STATEMENTS ........................................15
 34      MEMORANDUM OF LEASE .........................................15
 35      TIME ........................................................15
 36      OPTION TO RENEW .............................................15
 37      ENTIRE AGREEMENT ............................................16

<PAGE>


                      WILMINGTON COMMERCE PARK PARTNERSHIP
                             WAREHOUSE/DISTRIBUTION
                               AGREEMIENT OF LEASE

       THIS LEASE made by and between WILMINGTON COMMERCE PARK PARTNERSHIP,
hereinafter referred to as the Lessor, and MICROWAREHOUSE, INC., OF OHIO,
hereinafter referred to as the Lessee. The Lessor's business enterprise is
organized as an Ohio partnership. The Lessee's business enterprise is organized
as a corporation and is admitted to do business in the State of Ohio.

                                   WITNESSETH:

       The Lessor does hereby lease and let to the Lessee and the Lessee accepts
from the Lessor under the terms and conditions of this Lease, the following
described Premises:

       220,800 square feet, more or less, located at 3336 State Route 73 South,
       Wilmington, Ohio 45177 and being the entire building sometimes designated
       as Building 11, as shown and more particularly described on Schedule A
       attached hereto, hereinafter referred to as the Leased Premises.

                                   ARTICLE 1.
                                      TERM.

       SECTION 1. TO HAVE AND TO HOLD unto the Lessee for a term of Ten (10)
years, commencing on the 1st day of February, 1999, ("commencement date") and
ending on the 31st day of January, 2009, both dates inclusive. Should the
commencement date be delayed as set forth in Section 2 hereof, the term of the
Lease shall run for ten years from the actual commencement date.

       SECTION 2. If this Lease is executed and the Lessor cannot deliver
possession of the Leased Premises before the commencement date as defined above,
it shall not be deemed to be in default under the Lease, and Lessee shall accept
possession of the Leased Premises whenever Lessor is able to tender them;
PROVIDED, HOWEVER, that possession must be tendered on or before May 1, 1999, or
Lessee shall be released from all liability hereunder. Lessor waives the payment
of rent covering any period before possession is tendered to Lessee. Tender of
possession must include an unconditional certificate of occupancy issued by the
appropriate governing authority.

                                   ARTICLE 2.
                         ACCEPTANCE OF LEASED PREMISES.

       The Leased Premises shall be delivered to the Lessee in Shell condition,
subject to the completion of the work set forth on attached Exhibit B in a good
and workmanlike manner, which includes the Certificate of Occupancy. Lessor will
provide a Tenant Improvement allowance not to exceed $240,000.00 to or on behalf
of Lessee toward Lessee's tenant improvements to the Leased Premises. This will
allow the finish out of approximately 8000 square feet of office space within
the premises. Exhibit C includes a list of additional and/or


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alternate items for the Premises together with the costs of such elective Tenant
Improvements above the $240,000.00 allowance. Lessor shall provide Lessee access
to the Leased Premises prior to the commencement date based on the schedule set
forth in the Timeline attached hereto as Exhibit D. This access will be for the
purpose of Lessee's installation of racking and other operational equipment.
Lessee shall not owe rent during this period but the entire risk of loss as to
equipment so installed shall be born by Lessee.

                                   ARTICLE 3.
                                     RENT.

       SECTION 1. Lessee shall pay to the Lessor as BASIC ANNUAL RENT for the
Leased Premises for each year of the period of February 1, 1999 through January
31, 2004 the sum of One Million Fifteen Thousand Four Hundred Sixty-Four Dollars
($1,015,464.00) which shall be paid in equal monthly installments of Eighty Four
Thousand Six Hundred Twenty-Two Dollars ($84,622.00), due and payable on the
first day of each month, in advance. Said rent shall be paid to the Lessor, or
to the duly authorized agent of the Lessor, at its office at 3800 Red Bank Road,
Cincinnati, Ohio 45227 during business hours. Checks should be made payable to
WILMINGTON COMMERCE PARK PARTNERSHIP. Any Basic Annual Rent payment not received
by the Lessor by the first day of the month shall be past due. If the
commencement date of this Lease is other than the first day of the month, any
rental adjustment or additional rents hereinafter provided for shall be prorated
accordingly. The Lessee will pay the rent as herein provided, without deduction
whatsoever, and without any obligation of the Lessor to make demand for it. Any
installment of rent accruing hereunder and any other sum payable hereunder, if
not paid when due, shall bear interest at the rate of eighteen percent (18%) per
annum until paid. The Basic Annual Rent of $1,015,464.00 shall be adjusted once
during the term of the Lease. Beginning February 1, 2004, the sixth year of
Lease, and each year of the term thereafter, the Basic Annual Rent shall be One
Million One Hundred Seventeen Thousand Ten Dollars ($1,117,010.00) which shall
be paid in equal monthly installments of Ninety-Three Thousand Eighty-Four and
17/100's Dollars ($93,084.17).

       SECTION 2. The Lessee shall pay for the costs of all water, gas, and
electricity, including electricity costs for exterior lighting, or any other
utilities in connection with the Leased Premises.

       SECTION 3. The Lessee agrees to pay all real estate taxes on the Leased
Premises during the term of this Lease. Taxes for any portion of a calendar year
during the term of this Lease shall be prorated between Lessor and Lessee. The
Lessee shall pay its share of expenses that the Lessor shall incur by reason of
compliance with new laws, orders, special rent/use taxes, ordinances and new
regulations of Federal, State, County and Municipal authorities, and with any
lawful direction of any public officer or officers, which lawful direction shall
be imposed upon the Lessor for the common good of the occupants of the Airborne
Commerce Park. Capital improvements which are the responsibility of Lessor shall
not be deemed to be prorated or to be passed through to Lessee hereunder.

                                   ARTICLE 4.
                                  COMMON AREA.

       For the purpose of this Lease, the term "common area" is defined for all
purposes of this Lease as facilities that are intended for the common use of all
tenants of the Airborne

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Commerce Park. For purposes of this definition, facilities include the parking
area, driveways, private streets and alleys, landscaping, curbs, loading area,
sidewalks and exterior lighting facilities, which facilities located around the
Leased Premises are identified and designated as such in Exhibit B; PROVIDED,
HOWEVER, THAT NOTWITHSTANDING the foregoing, the Lessee, as lessee of the entire
Building 11 shall have the exclusive right to use all of the parking and loading
areas for that Building as shown on Exhibit A. The Lessee shall have no right to
use the common area for storage of pallets or other storage purposes and trash
shall be stored only in such containers and in such place as approved by the
Lessor. The Lessor shall maintain the common area and keep the same in good
order and repair including lighting and landscaping. The Lessor may temporarily
close any part of the common area for any period necessary to make repairs or
alterations or to prevent the public from obtaining prescriptive rights. The
cost of exterior lighting and ice and snow removal, general cleaning, asphalt
sealing and restriping and landscape maintenance will be charged to the Lessee
in accordance with the percentage that the square footage of the Leased Premises
bears to the total square footage of all buildings adjacent to the Leased
Premises. The share of such cost will be deemed to be additional rent and shall
be due the first of the month following the invoice thereof by Lessor to the
Lessee of the amount due.

                                   ARTICLE 5.
                            Use of Leased Premises.

       SECTION 1. The Leased Premises shall be used and occupied only for direct
mail and telemarketing activities, warehousing and distribution of products and
related activities and for no other purposes without the written consent of the
Lessor.

       SECTION 2. The Lessee shall operate its business in a safe and proper
manner as is normal, considering the uses of the Leased Premises above provided;
and shall not manufacture, store, display or maintain any products or materials
that will endanger the Leased Premises; shall do nothing that would increase the
cost of insurance on the building or invalidate existing policies; shall not
obstruct the sidewalks; shall not use the plumbing for any other purpose than
for which it was constructed; shall not make or permit any unreasonable noise
and/or odor objectionable to the public or adjacent occupants; shall not create
a nuisance on the Leased Premises; and shall commit no waste.

       SECTION 3. The Lessee shall abide by all police and fire regulations
concerning the operation of its business; shall store all trash, rubbish and
debris in closed containers; and shall practice all proper procedures and
methods that are common to its business enterprise. The Lessee shall maintain a
minimum temperature in the Leased Premises of fifty-five (55) degrees
fahrenheit.

       SECTION 4. The Lessee shall at all times keep all improvements and any
equipment facilities or fixtures in good order, condition and repair and in a
clean, sanitary and safe condition and in accordance with all applicable laws,
ordinances and regulations of any governmental authority having jurisdiction.
Lessee shall permit no waste, damage or injury to the Leased Premises.

       SECTION 5. Lessee shall forthwith at its own cost and expense replace
with glass of the same kind and quality any cracked or broken glass, including
plate glass or glass or other 


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breakable materials used in structural portions, and any interior and exterior
windows and doors in the Leased Premises.

                                   ARTICLE 6.
                           ASSIGNMENT AND SUBLETTING.

       Lessee shall not transfer, mortgage, or pledge this lease, or sublease
the subject premises or any portion thereof, without the Lessor's prior written
consent, which shall not be unreasonably withheld or delayed. Lessee shall give
ABX AIR, INC., the first right to sublease any or all of the premises. ABX shall
have seven (7) business days following receipt of written notice of such right
to sublease to accept or reject all or any portion of the property offered for
sublease. Said acceptance or rejection shall be in writing. The Lessor may deem
any levy or sale or execution or other legal process against the Lessee, or any
assignment or sale in bankruptcy or assignment or a receiver or insolvency of
the Lessee, to be an assignment within the meaning of this Article.

                                   ARTICLE 7.
                                    REPAIRS.

       SECTION 1. Lessor shall keep the foundations, exterior walls (except
plate glass or glass or other breakable materials used in structural portions)
roof, and sprinklers in good repair.

       SECTION 2. Lessee shall contract for the maintenance of mechanical
equipment. The Lessee shall replace any hot water heater as the need should
arise with the same type and quality servicing the Leased Premises. The Lessor
shall replace, as needed, the heating and air conditioning equipment, provided
the unit has been serviced annually. Lessee will be entitled to apply any
benefits which Lessor may have under any warranties on such mechanical systems
either by assignment of such warranties to Lessee or through cooperation of
Lessor and Lessee in making claims under such warranties. Lessor shall have the
option to elect whether to assign warranties or participate in making claims.

       SECTION 3. Lessor shall not be liable for failure to keep the Leased
Premises in repair, unless notice of the need for repairs has been given Lessor,
after the same has come to the explicit attention of Lessee, a reasonable time
has elapsed and Lessor has failed to make such repairs. Lessor shall not be
liable for any damage done or occasioned by or from the electrical system, the
heating and/or air conditioning system, the plumbing and sewer system in, above,
upon or about the Leased Premises nor for damage occasioned by water, snow or
ice being upon or coming through the roof, walls, windows, doors or otherwise,
unless such damages are a result of Lessor's negligence or intentional
misconduct in performance or failure to perform as above provided.

       SECTION 4. Except as provided in Sections 1, 2 and 3 of this Article,
Lessor shall not be obligated to make repairs, replacements or improvements of
any kind upon said Leased Premises, or to any equipment facilities or fixtures
therein contained, which shall at all times be kept in good order, condition and
repair by Lessee, and in a clean, sanitary and safe condition and in accordance
with all applicable laws, ordinances and regulations of any governmental
authority having jurisdiction. Lessee shall permit no waste, damage, or injury
to the Leased Premises.


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<PAGE>

                                   ARTICLE 8.
                         INSTALLATIONS AND ALTERATIONS.

       SECTION 1. Lessee shall not make any alterations or additions to the
Leased Premises without first procuring Lessor's written consent, which consent
shall be exercised at Lessor's sole discretion, and delivering to Lessor the
plans and specifications and copies of the proposed contracts and necessary
permits, and shall furnish indemnification against liens, costs, damages and
expenses as may be reasonably required by Lessor. All alterations, additions
improvements and fixtures, other than trade fixtures, which may be made or
installed by either of the parties hereto upon the Leased Premises and which in
any manner are attached to the floors, walls or ceilings, at the termination of
this Lease shall become the property of the Lessor unless Lessor requests their
removal and shall remain upon and be surrendered with the Leased Premises as a
part thereof, without damage or injury; and linoleum or other floor covering
which may be cemented or adhesively affixed to the floor shall likewise become
the property of Lessor, all without compensation or credit to Lessee.

       SECTION 2. Lessor may withhold consent, whether reasonably or
unreasonably, to any proposed alteration, addition or installation which Lessor
believes, in the Lessor's sole opinion and discretion, could be considered a
safety hazard by the Federal Aviation Administration ("FAA") or which Lessor
believes would delay compliance or increase the costs incurred by Lessor in
complying with any regulation or law administered or enforced by the FAA or
similar regulatory body.

       SECTION 3. The Lessee shall not erect or install any signage without
first procuring Lessor's written consent, which consent shall not be
unreasonably withheld or delayed.

       SECTION 4. The Lessee shall have no rights to use and shall not use the
roof of the Leased Premises for any purpose without the written consent of the
Lessor. The Lessee shall not use the roof for storage, for any activity that
will result in traffic on the roof, for anything that will penetrate the roof,
use the roof as an anchor or otherwise damage the roof. The consent of the
Lessor must be in writing for each specific use and must also approve the method
of installation of the permitted use. Should the Lessee break this covenant, the
Lessee shall be responsible for any damages caused to the roof or other parts of
the building and shall assume the cost of maintaining and repairing the roof
during the term of the Lease, including any renewals.

                                   ARTICLE 9.
                                 RISK OF LOSS.

       SECTION 1. The Lessor shall not be held responsible for and is relieved
from all liability by reason of, any injury or damage to any person, persons or
property in the demised premises, whether belonging to the Lessee or any other
person, caused by any fire or by any breakage or leakage in any part or portion
of the demised premises, or in any part or portions of the building of which the
demised premises are a part, unless such breakage, leakage, injury or damage is
caused by or results from the negligence or intentional misconduct of the Lessor
or its agents. The Lessee, in consideration of the rent, accepts and assumes
such responsibility and liability.


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       SECTION 2. The Lessor shall not be held responsible for and is relieved
from all liability by reason of, any injury or damage to any person, persons or
property in the demised premises, whether belonging to the Lessee or any other
person, from water, rain or snow that may leak into, issue, or flow from any
part of the premises or of the building of which the demised premises are a
part, from the pipes or plumbing work of the same or from any place or quarter,
unless such damage, leak or flow is caused by or results from the negligence or
intentional misconduct of the Lessor or its agents. The Lessee, in consideration
of the rent herein specified, accepts and assumes such responsibility and
liability.

       SECTION 3. The Lessee releases the Lessor from all liability, and assumes
all liability, for damages which may arise from any kind of injury to person,
persons or property on account of the use, misuse or abuse of all elevators,
hatches, or openings of any kind that may exist or hereinafter be erected or
constructed on the premises or from any kind of injury that may arise from any
other cause on the premises, unless such damage, injury, use, misuse or abuse is
caused by or results from the negligence or intentional misconduct of the Lessor
or its agents.

                                   ARTICLE 10.
                                   INSURANCE.

       SECTION 1. Lessee shall not carry any stock of goods or do anything in or
about said Leased Premises which will in any way tend to increase insurance
rates on said Leased Premises or the building in which the same are located. If
Lessor shall consent to such use, Lessee agrees to reimburse Lessor, upon
demand, all increase or increases of premiums on insurance carried by the Lessor
on all or part of the Leased Premises, or on the building of which the Leased
Premises are a part, caused in any way by the Lessee's occupancy. If Lessee
installs any electrical equipment that overloads or may overload the power lines
to the building, Lessee shall make immediately, and at its own expense, whatever
changes are necessary to remedy such overload or possible overload and to avoid
the same in the future, and shall comply with all requirements of all
governmental authorities having jurisdiction and with the requirements of any
insurance underwriters and rating bureaus.

       SECTION 2. Lessee agrees to procure and maintain a policy or policies of
insurance, at its own costs and expense, insuring from all claims, demands or
actions for injury to or death of more than one person in any one accident and
for damages to property in an aggregate amount of not less than $3,500,000.00
made by or on behalf of any person or persons, firm or corporation, arising
from, related to, or connected with the conduct and operation of Lessee's
business in the Leased Premises. Lessor shall be named an Additional Insured
Party in said policy. Such insurance shall be primary relative to any other
valid and collectible insurance. Lessee may satisfy this insurance requirement
with appropriate coverage under its existing policies and shall not be obligated
to obtain a separate policy for the Leased Premises. Said insurance shall not be
subject to cancellation except after at least thirty (30) days prior written
notice to Lessor, and the policy or policies, or duly executed certificate of
insurance for the same, together with satisfactory evidence of the payment of
the premium thereon, shall be deposited with Lessor at the commencement of the
term and renewals of such coverage. If Lessee fails to comply with such
requirement, Lessor may obtain such insurance and keep the same in effect, and
Lessee shall pay Lessor the premium cost thereof upon demand.


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<PAGE>

       SECTION 3. All property of Lessee or those claiming under Lessee which
may be upon said Leased Premises during the term hereof or any renewal thereof
shall be at and upon the sole risk and responsibility of the Lessee.

                                   ARTICLE 11.
                       DAMAGE BY FIRE OR OTHER CASUALTY.

       SECTION 1. If the leased Premises shall be destroyed or so injured by any
cause as to be unfit, in whole or in part, for occupancy, Lessor shall use its
best efforts to provide occupant comparable space within sixty (60) miles of the
Leased Premises and if Lessor cannot provide such space, Lessee may terminate
this Lease. If the Lessor has provided such temporary space and such destruction
or injury could reasonably be repaired within three (3) months from the
happening of such destruction or injury, then Lessee shall not be entitled to
surrender possession of the Leased Premises nor shall Lessee's liability to pay
rent under this Lease cease without mutual consent of the parties hereto. In
case of any such destruction or injury, Lessor shall repair the same with all
reasonable speed and shall complete such repairs within three (3) months from
the happening of such injury, and if during such period Lessee shall be unable
to use all or any portion of the Leased Premises, a proportionate allowance
shall be made to Lessee from the rent corresponding to the time during which and
to the portion of the Leased Premises of which Lessee shall be so deprived of
the use on account thereof.

       SECTION 2. If such destruction or injury cannot reasonably be repaired
within three (3) months from the happening thereof, Lessor shall notify Lessee
within ten (10) days after the happening of such destruction or injury whether
or not Lessee will repair or rebuild. If Lessor elects not to repair or rebuild,
this Lease shall be terminated. If Lessor shall elect to repair or rebuild,
Lessor shall specify the time within which such repairs or reconstruction will
be complete and Lessee shall have the option, within ten (10) days after the
receipt of such notice, to elect either to terminate this Lease and further
liability hereunder, or to extend the term of the Lease by a period of time
equivalent to the time from the happening of such destruction or injury until
the Leased Premises are restored to their former condition. In the event Lessee
elects to extend the term of the Lease, Lessor shall restore this Leased
Premises to its former condition within the specified time in the notice, and
Lessee shall not be liable to pay rent for the period from the time of such
destruction or injury until the Leased Premises are so restored to their former
condition.

       SECTION 3. All of Lessee's obligations under this lease including, but
not limited to the duty to pay rents shall continue unabated if Lessee is
provided with substitute space as set forth above at no additional cost to
Lessee.

                                   ARTICLE 12.
                                EMINENT DOMAIN.

       SECTION 1. If any of the Leased Premises shall be taken by a public
authority under the power of eminent domain and Lessor is unable to provide
substitute space within tile area of the Airborne Commerce Park, then the term
of this Lease shall cease as of the day possession shall be taken by such public
authority, and the rent shall be paid up to that date with a proportionate
refund by Lessor of such rent as shall have been paid in advance.


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       SECTION 2. If less than substantially all of the floor area of the Leased
Premises shall be so taken, as of the day possession shall be taken by such
public authority, and the rent shall be paid up to that day with a proportionate
refund by Lessor of such rent as may have been paid in advance, and thereafter
the minimum rent shall be equitably abated, and Lessor shall at its own cost and
expense make all necessary repairs or alterations as to constitute the remaining
Leased Premises a complete architectural unit.

       SECTION 3. All damages awarded for such taking under the power of eminent
domain, whether for the whole or a part of the Leased Premises, shall be the
property of Lessor whether such damages shall be awarded as compensation for
diminution in value of the leasehold or to the fee of the Leased Premises;
provided, however, that the Lessor shall not be entitled to any separate award
made to Lessee for loss of business, depreciation to and cost of removal of
stock and fixtures.

                                   ARTICLE 13.
                           ACCESS TO LEASED PREMISES.

       Lessee shall retain all keys to the Leased Premises for security reasons.
Lessee agrees to have accessible to Lessor for twenty-four (24) hours each day,
a person or persons who will be able to provide reasonable access to the Leased
Premises for Lessor. The Lessor or its agents shall have the right to enter upon
the Leased Premises at all reasonable hours for the purpose of inspecting the
same or of making repairs, additions or alterations thereto or to the building
in which the same are located. If Lessor must obtain access to the premises in
an emergency, and Lessee has not provided access as set forth above, Lessor may
use whatever means are necessary to obtain access, and any costs to repair
damage caused to the Leased Premises by Lessor in obtaining access shall be paid
by Lessee. During the final six months of the Lease term, the Lessor shall have
the right, upon reasonable notice, to show the Leased premises to prospective
Lessees, purchasers or others. Lessor shall not be liable to Lessee in any
manner for any expense, loss or damage by reason thereof, nor shall the exercise
of such right be deemed an eviction or disturbance of Lessee's use and
possession.

                                   ARTICLE 14.
                              LESSOR'S SUCCESSORS.

       The term "Lessor" as used in this Lease shall be limited to mean and
include only the owner or owners, at the time, of the fee of the building, their
successors and assigns, so that in the event of any sale or sales of the
building, the previous Lessor shall be entirely released with respect to the
performance of all subsequently accruing covenants and obligations on the part
of lessor. The retention of fee ownership by a lessor of the building or of the
land on which it is located under an underlying lease which is now or hereafter
in effect, shall not be deemed to impose on such underlying lessor any
liability, initial or continuing, for the performance of the covenants and
obligations of Lessor.

                                   ARTICLE 15.
                                 SUBORDINATION.

       This Lease shall be subject to and subordinate at all times to the lien
of any mortgages, now or hereafter made on the Leased Premises, and to all
advances made or hereafter to be made thereunder. The Lessee agrees to execute a
subordination agreement


                                       9
<PAGE>


should Lessor's lender request same.

                                  ARTICLE 16.
                                  ATTORNMENT.

       In the event the herein Leased Premises are sold due to any sale,
transfer or foreclosure, by virtue of judicial proceedings or otherwise, this
Lease shall continue in full force and effect, and Lessee agrees, upon request,
to attorn to and acknowledge the transferee(s) or purchaser(s) at such transfer
or sale as Lessor(s) hereunder; provided such transferee(s) or purchaser will
recognize this Lease, unless and until it is in default.

                                   ARTICLE 17.
                            LIMITATION ON LIABILITY.

       Notwithstanding any other provision of this Lease, Lessee agrees to look
solely to Lessor's interest in the building (subject to any mortgage on the
building) for the recovery of any judgment requiring the payment of money by
Lessor; it being agreed that Lessor, and if Lessor is a partnership, its
partners whether general or limited, or if Lessor is a corporation, its
directors, officers, and shareholders, shall never be personally liable for any
such judgment, and no other assets of the Lessor shall be subject to such levy,
execution or other procedures for the satisfaction of Lessee's judgment. The
provision contained in the foregoing sentence is not intended to, and shall not,
limit any right that Lessee might otherwise have to obtain injunctive relief
against Lessor or Lessor's successors in interest, or to maintain any other
action not involving the personal liability of Lessor, or to maintain any suit
or action in connection with enforcement or collection of amounts which may
become owing or payable under or on account of insurance maintained by Lessor.

                                  ARTICLE 18.
                               LESSEE'S DEFAULT.

       SECTION 1. The Lessee, ten (10) days after receipt of written notice,
shall be considered in default of this Lease upon failure to pay when due the
rent or any other sum required by the terms of the Lease. Lessee shall also be
considered in default thirty (30) days after receipt of written notice for
failure to perform any term, covenant or condition of this Lease; upon the
commencement of any action or proceeding for the dissolution, liquidation or
reorganization under the Bankruptcy Act, of Lessee, or for the appointment of a
receiver or trustee of the Lessee's property; upon making of any assignment for
the benefit of creditors by Lessee; upon suspension of business; or the
abandonment of the Leased Premises by the Lessee. Any defaults other than
nonpayment defaults shall have a thirty (30) day cure period.

       SECTION 2. In the event of default of this Lease by either party, then
either party may pursue any and all remedies and rights available under
applicable Ohio law. Should Lessor elect to reenter, as herein provided, or
should it take possession pursuant to legal proceedings or pursuant to any
notice provided for by law, it may either terminate this Lease, or it may
without terminating this Lease relet said Leased Premises or any part thereof
for such term or terms and at such rental or rentals and upon such other terms
and conditions as Lessor may deem advisable, with the right to make alterations
and repairs to said Leased Premises for the purpose or rerental. Should such
rentals received from such reletting during any month be less than required to
be paid by Lessee as defined above, then Lessee shall immediately pay such
deficiency to Lessor.


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<PAGE>

       SECTION 3. No such reentry or taking possession of said Leased Premises
by Lessor shall be construed as an election on its part to terminate this Lease,
unless a written notice of such intention be given to Lessee or unless the
termination thereof be decreed by a court of competent jurisdiction.
Notwithstanding any such reletting without termination, Lessor may at any time
thereafter elect to terminate this Lease for such previous breach or act of
default. Should Lessor at any time terminate this Lease for any breach or act of
default, in addition to any other remedy it may have, it may recover from Lessee
all damages it may incur by reason of such breach or act of default, including
the cost of recovering the Leased Premises, legal fees, and including the worth
at the time of such termination of the excess, if any, of the amount of rent and
charges equivalent to rent reserved in this Lease for the remainder of the
stated term over the then reasonable rental value of the Leased Premises for the
remainder of the stated term.

                                  ARTICLE 19.
                         SURRENDER OF LEASED PREMISES.

       SECTION 1. If Lessee holds possession of the Leased Premises after the
termination of this Lease for any reason not authorized by the Lessor, Lessee
shall pay Lessor one hundred fifty percent (150%) of the rent provided for
herein for such period that Lessee holds over, but such payment of rent shall
not create any Lease arrangement whatsoever between Lessor and Lessee, unless
expressly agreed to in writing by Lessor. It is further understood that during
such period that Lessee holds over, the Lessor retains all of Lessor's rights
under this Lease, including damages as a result of the termination of this Lease
and the right to immediate possession of the Leased Premises. This paragraph
shall not be construed to grant Lessee permission to hold over.

       SECTION 2. At the expiration of the tenancy created hereunder, whether by
lapse of time or otherwise, Lessee shall surrender the Leased Premises broom
clean, free of tire marks, free of all debris and in good condition and repair,
reasonable wear and loss by fire or other unavoidable casualty excepted.

       SECTION 3. Prior to surrender of the Leased Premises, the Leased Premises
will be reviewed by a representative of the Lessor and Lessee to determine if
there is any deferred maintenance or unrepaired damage. Lessee shall have the
option to effect such maintenance and repairs. In the event that there is
deferred maintenance and/or unrepaired damage not taken care of by Lessee, then
Lessor may effect such maintenance and repairs and Lessee will pay the cost
thereof.

       SECTION 4. Upon the expiration of the tenancy hereby created, if Lessor
so requests in writing, Lessee shall promptly remove any additions (not to
include permitted Tenant Improvements), signs, fixtures and installations placed
in the Leased Premises by Lessee that is designated in said request, AND REPAIR
ANY DAMAGE occasioned by such removals at its own expense, and in default
thereof, Lessor may effect such removals and repairs, and Lessee shall pay
Lessor the cost thereof, with interest at the rate of eight (8) percent per
annum from the date of payment by Lessor.


                                       11
<PAGE>

                                  ARTICLE 20.
                             WAIVER OF SUBROGATION.

       The Lessor and Lessee waive all rights, each against the other, for
damages caused by fire or other perils covered by insurance where such damages
are sustained in connection with the occupancy of the Leased Premises.

                                   ARTICLE 21.
                                ZONING; PERMITS.

       Anything herein elsewhere contained to the contrary, this Lease and all
the terms and conditions hereof are in all respects subject and subordinate to
all zoning restrictions and restricting covenants affecting the Leased Premises,
and the building in which they are located, and the Lessee shall be bound by
such restrictions. Lessor represents that to the best of its knowledge and
belief, the present zoning of the premises permit the activities of Lessee as
such are presently carried on. The Lessor further does not warrant that any
licenses or permits which may be required for the business to be conducted by
the Lessee on the Leased Premises will be granted, or, if granted, will be
continued in effect or renewed. Any failure to obtain the licenses, permits, or
any revocation thereof or failure to renew them, shall not release the Lessee
from the terms of this Lease.

                                  ARTICLE 22.
                           ENVIRONMENTAL PROVISIONS.

       SECTION 1. The Lessor, to the best of its knowledge, represents to the
Lessee that no toxic, explosive or other dangerous materials or hazardous
substances have been concealed within, buried beneath, released on or from, or
removed from and stored off-site of the Property upon which the Leased Premises
is constructed.

       SECTION 2. Lessee shall at all times during the term of this Lease comply
with all applicable federal, state, and local laws, regulations, administrative
rulings, orders, ordinances, and the like, pertaining to the protection of the
environment, including but not limited to, those regulating the handling and
disposal of waste materials. Further, during the term of this Lease, neither
Lessee nor any agent or party acting at the direction or with the consent of
Lessee shall treat, store, or dispose of any "hazardous substance," as defined
in Section 101 (14) of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 ("CERCLA ") (or any analogous legislation), or
petroleum (including crude oil or any fraction thereof) on or from the Property.

       SECTION 3. Lessee shall fully and promptly pay, perform, discharge,
defend, indemnify and hold harmless Lessor from any and all claims, orders,
demands, causes of action, proceedings, judgments, or suits and all liabilities,
losses, costs or expenses (including, without limitation, technical consultant
fees, court costs, expenses paid to third parties and reasonable legal fees) and
damages arising out of, or as a result of, (i) any "release" as defined in
Section 101 (22) of CERCLA (or any analogous legislation), of any "hazardous
substance," as defined in Section 101 (14) of CERCLA (or any analogous
legislation), or petroleum, (including crude oil or any fraction thereof) or
placed into, on or from the Property at any time after the date of this Lease by
Lessee, its agents, or employees; (ii) any contamination of the Property's soil
or groundwater or damage to the environment and natural resources of the
Property the result of actions occurring after the date of this Lease, whether
arising under CERCLA or other statutes


                                       12
<PAGE>

and regulations, or common law by Lessee, its agents, or employees; and (iii)
any toxic, explosive or otherwise dangerous materials or hazardous substances
which have been buried beneath, concealed within or released on or from the
Property after the date of this Lease by Lessee, its agents or employees.

       SECTION 4. Lessor agrees to indemnify and hold harmless Lessee upon the
same terms and conditions set forth above for any release which is caused by any
other tenant in the Airborne Commerce Park or by Lessor itself, except to the
extent that Lessee is determined to be partly or wholly responsible for such
release.

                                   ARTICLE 23.
                             ESTOPPEL CERTIFICATE.

       The Lessee agrees to execute an Estoppel Certificate on a form to be
supplied by Lessor for the benefit of Lender or any mortgage holder; that
wherein the Lessee acknowledges the terms and conditions of this Lease.

                                  ARTICLE 24.
                             ACCELERATION OF RENT.

       If the Lessee becomes insolvent, bankrupt, or makes an assignment for the
benefit of creditors, or is levied upon or sold out by Sheriff's or Marshall's
sale, or if a receiver is appointed, the Lessor may declare the rent for the
balance of the term or any part thereof to be due and payable as if by the terms
of the lease it were payable in advance. If the rent or any other sum payable
hereunder is at any time unpaid when due, the Lessor may then declare the rent
for the balance of the term or any part thereof to be immediately due and
payable as if by the terms of the Lease it were payable in advance, and the
Lessor may immediately proceed to distrain, collect, or bring action for the
whole rent or any part thereof, as if it were in arrears, or may enter judgment
therefor, in an amicable action as hereinabove provided in the case of rent in
arrears.

                                  ARTICLE 25.
                                  RENT DEMAND.

       Every demand for rent due wherever and whenever made shall have the same
effect as if made at the time it falls due and at the place of payment, and
after the service of any notice or commencement of any suit, or final judgment
therein, Lessor may receive and collect any rent due, and such collection or
receipt shall not operate as a waiver of nor affect such notice, suit or
judgment.

                                  ARTICLE 26.
                          NO REPRESENTATION BY LESSOR.

       Lessor and its agent have made no representations or promises with
respect to the Leased Premises or the building of which the same form a part
except as herein expressly set forth. Lessor represents that all systems and
Leased Premises will be in good working order and in full compliance with law
and provision of the certificate of occupancy upon commencement of the Lease.


                                       13
<PAGE>

                                   ARTICLE 27.
                               WAIVER OF BREACH.

       No waiver of any breach of the covenants, provisions or conditions
contained in this Lease shall be construed as a waiver of the covenant itself or
any subsequent breach itself, and if any breach shall occur and afterwards be
compromised, settled or adjusted, this Lease shall continue in full force and
effect as if no breach had occurred, unless otherwise agreed. The acceptance of
rent hereunder shall neither be or construed to be a waiver of any breach of any
term, covenant or condition of this Lease.

                                  ARTICLE 28.
                                QUIET ENJOYMENT.

       Lessor hereby covenants and agrees that if Lessee shall perform all the
covenants and agreements herein stipulated to be performed on Lessee's part,
Lessee shall at all times during the continuance hereof have the peaceable and
quiet enjoyment and possession of the Leased Premises without any manner of let
or hindrance from Lessor or any person or persons lawfully claiming the Leased
Premises except as otherwise provided for herein.

                                  ARTICLE 29.
                                INTERPRETATION.

       SECTION 1. Wherever either the word "Lessor" or "Lessee" is used in this
Lease, it shall be considered as meaning the singular and/or neuter pronouns as
used herein, and the same shall be construed as including all persons and
corporations designated respectively as Lessor or Lessee in the heading of this
instrument wherever the context requires.

                                  ARTICLE 30.
                                  DEFINITIONS.

       PRO RATA share. Unless otherwise indicated, "pro rata share" means the
share of any costs, fees, or expenses Lessee is required to pay to Lessor under
this Agreement calculated by dividing the square footage of the Leased Premises
by the total square footage of the building of which the Leased Premises are a
part.

       BUILDING. Unless otherwise indicated, "building" means the building of
which the leased premises are a part.

                                  ARTICLE 31.
                                   HEADINGS.

       All headings preceding the text of the several Articles and Sections
hereof are inserted solely for convenience or reference and shall not constitute
a part of this Lease or affect its meaning, construction, or effect.

                                   ARTICLE 32.
                                     NOTICE.

       All notices under this Lease may be personally delivered; sent by courier
service, with receipt; or mailed to the address shown by certified mail, return
receipt requested. The effective date of any mailed notice shall be three (3)
days after delivery of the same to the United States Postal Service.


                                       14
<PAGE>

 Lessor:         WILMINGTON COMMERCE PARK PARTNERSHIP

 Mail:           Attn: Dave Neyer
                 3800 Red Bank Road
                 Cincinnati, OH 5227

 Telephone:      (513) 271-6400
 FAX:            (513) 271-1350


 Lessee:         Microwarehouse, Inc. of Ohio

 Mail:           Attn: Bruce Lev
                 535 Connecticut Avenue
                 Norwalk, CT 06854

 Telephone:      (203) 899-4529
 FAX:            (203) 899-4312

                                   ARTICLE 33.
                             FINANCIAL STATEMENTS.

       At Lessor's request, the Lessee, within thirty (30) days of Lessor's
request, shall furnish the Lessor with Lessee's most current financial
statements including the Lessee's balance sheet, a consolidated statement of
earnings and retained earnings, and changes in Lessee's financial position for
the year. All such statements shall be certified by an independent certified
public accountant. All such financial statements shall be prepared in accordance
with generally accepted accounting principles which shall be consistently
applied.

                                  ARTICLE 34.
                              MEMORANDUM OF LEASE.

       It is agreed by both parties that this instrument is not recordable and
if either party should record the same in the office of the Recorder of Clinton
County, Ohio, the recording shall have no effect. When possession of the Leased
Premises has been delivered to Lessee, the parties hereto may execute,
acknowledge and deliver a Memorandum of Lease in recordable form specifying the
terms of this Lease and renewal periods of this Lease. In the event they differ
from the dates herein, the date in the Memorandum shall control.

                                   ARTICLE 35.
                                     TIME.

       Time is of the essence in this Lease.

                                   ARTICLE 36.
                                OPTION TO RENEW.

       Lessee is hereby granted an option to renew this Lease for one (1)
additional term of five (5) years on the same terms and conditions contained
herein except as to the Basic Annual Rent amount which shall be One Million Two
Hundred Twenty-Eight Thousand Seven Hundred Eleven Dollars ($1,228,711.00) for
each year of the renewal term and upon the conditions that:


                                       15
<PAGE>

       A. Written Notice of the exercise of the exercise of such option shall be
given by Lessee to Lessor not less than One Hundred Eighty (180) days prior to
the end of the term of this Lease; and

       B. At the time of the giving of such notice and at the expiration of the
term of this Lease, there are no defaults in the covenants, agreements, terms
and conditions on the part of Lessee to be kept and performed, and all rents are
and have been fully paid. Provided also, that the rent to be paid during each
said renewal period shall be at the same rate as being paid at the end of the
previous term.

                                   ARTICLE 37.
                               ENTIRE AGREEMENT.

       This Lease contains the entire agreement between the parties; it
supersedes all previous understandings and agreements between the parties, if
any and no oral or implied representation of understandings shall vary its
terms; and it may not be amended except by a written instrument executed by both
parties hereto.

       IN WITNESS WHEREOF, the parties hereto set their hands to triplicates
hereof, this 5th day of june 1998, as to Lessor, and this 3rd day of June 1998,
as to Lessee.

Signed and acknowledged                  Lessor: WILMINGTON COMMMERCE PARK
in the presence of:                              PARTNERSHIP

Edward J. Schrier                        By:  David F. Neyer
Thomas W. Torbeck                        Its:  Vice President, A. Neyer Inc.

Bonnie Ann Bartoli.                      Lesee:  MICROWAREHOUSE, INC. OF OHIO

Eden F. Corbett                          By: Peter Godfrey
                                         Its:  President


<PAGE>

STATE OF OHIO, COUNTY OF HAMILTON, SS:

       The foregoing instrument was acknowledged before me this 3rd-day of June
1998, David F. Neyer on behalf of WILMINGTON COMMERCE PARK PARTNERSHIP,an Ohio
partnership.


                                CINDY D. FANCHER

                                  NOTARY PUBLIC

IN AND FOR THE STATE OF OHIO             Notary Public
My COMMISSION EXPIRES MAY 31, 2002


                                       16
<PAGE>

STATE OF CONNECTICUT, COUNTY OF FAIRFIELD, SS: NORWALK

       The foregoing instrument was acknowledged before me this 3rd day of June
1998, by Peter Godfrey, President/CEO, on behalf of MICROWAREHOUSE, INC., of
Ohio, a corporation

              EDEN F.CORBET
              NOTARY PUBLIC
              IN AND FOR THE STATE OF CONNECTICUT      Notary Public

              My Commission Expires                    May 31, 2002

Prepared by Karen Buckley, Buckley, Miller& Wright, Attorneys at Law,
Wilmington, Ohio. (bldgll/lc)


                                       17
<PAGE>

                                    EXHIBIT A

       Situate in the City of Wilmington, Clinton County, Ohio, and being a part
of Military Survey No. 1170 and bounded and described as follows: Beginning at a
1/2" iron pin (found) at the Southerly corner of a 13.500 Acre Tract as recorded
in Volume 25, Plat No. 82, of the Clinton County Engineers Record of Land
Division: Running thence, from said point of beginning, with the Southwesterly
line of said 13.500 Acre Tract, N. 52(0) 09' 02" W. 395.49 feet to a point;
thence, by new division lines, on the following courses: (1) N. 49(0) 33' 08" E.
1048.71 feet to a point; (2) S. 40(0) 26' 52" E. 387.27 feet to a point; thence,
with the Southeasterly line of the aforesaid 13.500 Acre Tract, S. 49(0) 33' 08"
W. 968.49 feet to the point of beginning, containing Eight and Nine Hundred
Sixty Seven Thousandths (8.967) Acres. Subject to all easements of record.

       This description is the result of a new survey made under the direction
of Richard D. Roll, Registered Surveyor No. 4957, by CLINCO SURVEYORS,
Wilmington, Ohio, in May, 1996, as recorded in Volume 26, Plat No. 293, of the
Clinton County Engineers Record of Land Division. The bearings in this
description were derived from the survey of the aforesaid 13.500 Acre Tract.








                                       18
<PAGE>

                                    EXHIBIT B

 OUTLINE  SPECIFICATIONS FOR AIRBORNE EXPRESS BUILDING #11 (MICROWAREHOUSE)
 GENERAL REQUIREMENTS

A)     INTENT: This specification outlines the scope of work for the design and
       construction of an approximate 220,800 square foot building for Airborne
       Express. Al. Neyer, Inc. (ANI) will have a complete set of certified,
       final working drawings and specifications prepared in conformance with
       these outline documents and will furnish all labor, materials, equipment
       and supervision necessary for the execution and completion of the work.
       Final specifications will include Year 2000 certification. ANI will
       include the building permit fee. Additional general requirements will be
       as outlined in the contract documents. ANI will pay for sewer and water
       hookup fees.

B)     GUARANTEE: Except as may otherwise be specified herein or as may be
       provided by the equipment and material manufacturers, all material,
       equipment and labor Is guaranteed for a period of two (2) years from the
       date of "Beneficial Occupancy".

C)     BUILDERS RISK INSURANCE: Includes all risk insurance during construction.

D)     PERFORMANCE BOND: Not included.

                                SITE DEVELOPMENT

A)     GRADING AND EARTHWORK: ANI will complete the excavation and rough and
       fine grading of the approximate 10 acre site. ANI will provide site
       survey and engineering. Areas to receive bituminous paving outside the
       areas of the building structure will be cut and filled to grades
       appropriate for commercial parking lots.

B)     EXTERIOR CONCRETE SIDEWALKS, CURB AND GUTTER: ANI will furnish and
       install 4" concrete at sidewalks. Exterior concrete areas are to be
       broom-finished unless noted otherwise. Integral curbs and gutters are to
       be furnished at the parking areas and along the entrance drive. A
       concrete dolly pad will be placed 45'wide from the loading docks, 6"
       thickness unreinforced.

C)     BITUMINOUS PAVING AND STRIPING: ANI will furnish and install all
       bituminous concrete parking lots, driveways, walkways, and loading areas
       as shown on the drawing. Approximately one hundred seventy (170) car
       parking spaces will be provided.

All bituminous paving will be constructed to conform to Ohio Department of
Transportation Specification #404 over a #304 gravel base. ANI will construct
areas designated for auto traffic with total 2" thick bituminous mat over 8"
granular base. Areas designated for truck traffic will be constructed with a
total 4" bituminous mat over 8" granular base. All bituminous pavements will be
striped to indicate parking stalls, median lines, traffic control features, and
handicapped parking locations.


<PAGE>


OUTLINE SPECIFICATIONS FOR AIRBORNE EXPRESS BUILDING #11 (MICRO WAREHOUSE)

D)     TELEPHONE, GAS AND ELECTRIC UTILITIES: ANI will coordinate the service
       entrances with telephone, gas, and electric utility companies and will
       interface this work with the gas and electric utility work to provide
       complete and operable systems. The materials and workmanship for utility
       work will conform to the standards of various utilities. Wall conduit for
       fiber optic wires for "Smart Park" is included.

E)     WATER SERVICE: ANI will provide a 2" water service main for the domestic
       services within the building and 8" main for the interior fire protection
       systems, including valves, tap and meter as required by the City of
       Wilmington. The water main will be buried to the depth from finished
       grade required by code for frost protection, and tested before
       backfilling.

F)     SANITARY SEWERAGE: ANI will furnish and install a 6" sanitary sewer from
       the building to the property line. The sanitary sewer line will be
       standard PVC plastic or standard strength vitrified clay sewer pipe with
       code approved manholes, cleanouts and castings.

G)     STORM SEWERAGE: ANI will provide an on-site storm sewer system with catch
       basins and manholes and storm water detention basin. The dock area will
       be used for a portion of the detention needs in conjunction with one (1)
       detention basin. The storm sewer will be PVC with catch basins and
       manholes as required by code and the governing watershed district. All
       catch basins will have heavy duty grates.

H)     LAWNS AND LANDSCAPING: An allowance of $30,000 is included for sodded and
       seeded lawn areas, landscaping and irrigation. All lawn areas to receive
       sod and seed will be prepared with a minimum of 4" of top soil material.
       ANI will assist the Owner in soliciting landscaping schemes designed with
       the restrictions of the allowance.

1)     EXTERIOR LIGHTING: Parking lots, drives and dock areas will be lighted
       using twenty-five (25) 175 watt wallpacks and six (6) uplights. An
       alternate to provide two (2) footcandles in parking 1=area by adding
       eight (8) pole lights and three (3) building-mounted flood lights is
       provided.


                                     Page 2
<PAGE>

OUTLINE SPECIFICATIONS FOR AIRBORNE EXPRESS BUILDING #11 (MICROWAREHOUSE)

III. BUILDING STRUCTURE AND EXTERIOR ENVELOPE

       A)     BUILDING STRUCTURAL SYSTEM: ANI will design and construct a
              structural system consisting of-

              1)     Open web bar joists, steel columns and beams and metal roof
                     deck; based on an approximate bay size of 52'x 40'. All
                     steel finished with a shop coat of rust inhibitor paint.

              2)     Concrete slabs-on-grade, unreinforced. 3) Reinforced
                     concrete footings. All concrete footings and foundation
                     walls will have a minimum compressive strength of 3,000 psi
                     at 28 days. Slabs-on-grade will have a minimum compression
                     strength of 4,000 psi at 28 days and will be 6" thick,
                     unreinforced. An alternate for a 7" thick, unreinforced
                     slab is provided. Concrete floor flatness and levelness
                     will conform to the following: 1) The minimum average
                     readings taken as a whole, shall be Ff of 55 for flatness
                     and an F1, of 35 for levelness as set forth by ASTME 1155.
                     The building will be designed in accordance with the
                     standards of the American Concrete Institute, ACI 318, and
                     all other applicable building, codes. A vapor barrier under
                     the warehouse floor is included. The warehouse floor will
                     be sealed with an Ashford formula sealer; the floor joints
                     to be caulked.

       B)     BUILDING EXTERIOR: ANI will construct the building wall system
              using poured reinforced tiltup concrete panels, painted.
              Approximately 34' clear to the bottom of the bar joists in the
              warehouse. Wall insulation will be 4" vinyl faced insulation from
              6' above floor level to roof deck. The inside wall surface will be
              painted to 6' above floor level.

       C)     ROOFING: ANI will install a flexible sheet, ballasted roof
              membrane insulated to provide an R-Value for the roofing system of
              IS. All roofs and flashings will be guaranteed by a 10 year
              limited warranty by the membrane manufacturer. An alternate to
              provide an R-value of 20 for the roofing system is provided.

              The roof will slope to interior downspouts that drain underground
              to the storm detention basin and then to the public storm system.
              A minimum of' 1/4" per foot slope is to be provided for all roof
              areas. All flashings will be galvanized metal.


                                     Page 3
<PAGE>

OUTLINE SPECIFICATIONS FOR AIRBORNE EXPRESS BUILDING #11 (MICROWAREHOUSE)

INTERIOR FINISHES

              A tenant improvement allowance of $240,000 (8,000 s.f. x $30/s.f.)
              is included. An alternate to provide an additional $300,000 of
              tenant improvements is provided.

       V.     DOORS, FRAMES, AND HARDWARE

              Included, are entry/exit doors for the shell building. All other
              doors to be included in tenant improvement allowance.

       VI.    TOILET PARTITIONS AND ACCESSORIES

              Toilet Rooms: To be included in tenant improvement allowance.

       VII.   DOCK EQUIPMENT

              Equipment: Includes 6'x 8'mechanical dock levelers [sixteen (16)]
              at all dock doors. Dock shelters and dock locks are not included.
              An alternate is provided for dock seals or canopies.

       VIII.  CUSTOM MILLWORK

              To be included in tenant improvement allowance.

       IX     S IGNAGE

              One (1) directional sign shall be provided similar to building
              #12. 1

       X.     SPECIALTIES

              A)     Fire Extinguishers: Fire extinguishers and cabinets will be
                     provided as required by local fire department.

              B)     Sanitary Sewer: Includes a 6" sewer line along the south
                     wall for future tap-in potential.


                                     Page 4
<PAGE>

OUTLINE SPECIFICATIONS FOR AIRBORNE EXPRESS BUILDING #11 (MICROWAREHOUSE)

       X1.    MECHANICAL

              A)     PLUMBING: To be included in tenant improvement allowance.
                     Floor drains will be provided in each toilet room. Floor
                     drains and cleanouts will be Josam, Smith, Wade, Zurn, or
                     equal.

                     Connections will be made to the municipal utilities and all
                     piping systems will be flushed and tested. Stop valves will
                     be provided at each fixture. Isolating valves will be
                     provided in the supply lines to each set of toilet rooms.

              B)     HEATING, VENTILATING AND AIR CONDITIONING: The warehouse
                     heating system will be four (4) Cambridge direct-fire gas
                     heating units, including all code required smoke detectors
                     (if any), designed to maintain 60'F.D.B. at O'F outside.

                     All heating and cooling equipment for the tenant office
                     buildout is included in the Interior Finish Tenant
                     Improvement allowance. Ten (10) exhaust fans and ten (10)
                     supply fans are provided for the warehouse summertime
                     exhaust system designed to provide four (4) air changes per
                     hour. An alternate to provide one hundred thirty-eight
                     (138) paddle fans (56"; 22,000 cfm) at each bay is
                     provided.

              C)     FIRE PROTECTION SYSTEM: A complete automatic fire
                     protection sprinkler system will be provided for the
                     building in accordance with the requirements of the Fire
                     Department and applicable codes. All necessary piping,
                     valves and specialties will be included to provide a
                     complete system.

                     The automatic fire protection sprinkler system will be
                     designed using ESFR standards. Upturned brass sprinkler
                     heads will be used in areas with exposed structure. This
                     proposal assumes connection to the Wilmington Commerce Park
                     fire pump system at no fee.

       XII.   ELECTRICAL

              A)     POWER DISTRIBUTION: ANI will design and install complete
                     building power distribution system from a utility company
                     furnished, pad mounted transformer. The electrical
                     installation will be complete from the transformer,
                     including concrete transformer pad, to power and lighting
                     panels, switches, and/or circuit breakers throughout the
                     building to supply heating, ventilating, lighting,
                     convenience outlets, and the other items of this
                     specification.

                     A 2,000 amp, 480 volt, 3-phase service, will be supplied to
                     the building. Plug-in type circuit breakers will be used on
                     panel boards.


                                     Page 5
<PAGE>


OUTLINE SPECIFICATIONS FOR AIRBORNE EXPRESS BUILDING #11 (MLCROWAREHOUSE)

Receptacles will be installed as follows:

1)     Provide twenty-five (25) duplex receptacles and two (2) weatherproof
       receptacles. 2) No electrical distribution or hook-up of Owner's
       equipment is included in this proposal.

       B)     LIGHTING: ANT will design and install all lighting systems. In
              general, the lighting systems will be as follows:

       1)     Two hundred sixty-four (264) metal halide (400 watt) fixtures to
              provide twenty (20) footcandles will be hung at the underside of
              the structure. An alternate to provide one hundred thirty-eight
              (138) additional light fixtures - one (1) per bay - is provided.

       2)     Twenty-six (26) Exit Light Fixtures will be provided where
              required by code.

       3)     Twenty-three (23) Emergency Egress Lighting will be provided as
              required by code.

       C)     TELEPHONE: Based upon future Tenant Specifications.

X111.  ITEMS NOT INCLUDED

       The following items shall be specifically excluded from Al. Neyer, Inc.'s
proposal:

       Furniture and office furnishings including demountable or landscape
       office partitioning, reception desk, marker boards, projection screens,
       draperies and vending machines. Cable trays, power poles and underfloor
       electrical duct systems, UPS and generator systems. Central timeclock and
       music, telephone systems, security or other internal communications
       systems. Furnishing, moving, handling, wiring or connection of Owner
       furnished equipment ID1-7 Humidification or dehumidification systems.
       Special computer room HVAC and electrical systems. Window treatments and
       draperies. Compressed air piping or system.


                                     Page 6
<PAGE>

 OUTLINE SPECIFICATIONS FOR AIRBORNE EXPRESS BUILDING #11 (MICROWAREHOUSE) *

 Smoke alarms except as required by code for shell building. 

      * Security system
      * Groundskeepers, HVAC service, janitorial.
      * Moving expenses.
      * Interior plantscaping.
      * Walk-off mats.
      * Process related exhaust fans, hoods or louvers.
      * Fencing or padlocks.
      * Cranes/forklifts.
      * Wallcoverings or artwork.
      #I1 air 98 specs4 specs 98












                                     Page 7
<PAGE>

                                    EXHIBIT C
                             SUMMARY OF ALTERNATIVES

                                AIRBORNE EXPRESS
                                  BUILDING #11
                            WILMINGTON COMMERCE PARK
                              (220,800 SQUARE FEET)
                                   ADDITIONAL

<TABLE>
<CAPTION>

Alternates                                                                            Lease Amount per
-----------                                                                                 Year*
                                                                                      ----------------
<S>                                                                                      <C>
1.     In crease strength of concrete to 4,000 psi at 28 days and provide 4"
       crushed stone bed at slab-on-grade                                                      $0

2.     Increase concrete slab-on-grade thickness from 6" to 7".                            $6,498

3.     Provide R-value of 18 for roof system.                                                  $0

4.     Provide R-value of 20 for roof system.                                              $1,139

5.     Add one hundred thirty-eight (138) paddle fans (56"; 22,000 cfm) - one
       (1) per bay.                                                                       $10,853
 
6.     Add dock seals for sixteen (16) docks.                                              $1,911

7.     Add 4' x 12' dock canopy for sixteen (16) docks.                                    $1,911

8.     Add one hundred thirty-eight (138) metal halide light fixtures - one (1)
       per bay.                                                                            $5,530

9.     Increase exterior lighting, to two foot candle lighting Add eight (8)
       pole lights and three (3) building mounted flood lights in rear.                    $3,424

</TABLE>


Based upon a 10 year lease term. Tenant Improvements above the $240,000 already
included can be added to the lease based upon an annual lease amount change of
$1,490 for each $10,000 spent. An additional $300,000 can be spent on Tenant
Improvements in this manner.