INGALLS OFFICE LEASE



     THIS OFFICE LEASE ("Lease") is made this 10th day of December, 2001, by and

between (i) INGALLS BUILDING CO. LTD., an Ohio limited liability company

("Landlord") and (ii) Grad Partners, Inc., a Delaware Corporation ("Tenant") as

follows:



                                    RECITALS



     A.   Landlord is the owner of the real property located at 6 East Fourth

          Street, Cincinnati, Ohio 45202 (the "Property"). The Property is

          improved by a 15-story building and certain other improvements

          (collectively, the "Building").



     B.   Tenant desires to lease from Landlord and Landlord desires to lease to

          Tenant approximately four thousand, seven hundred and twenty-eight

          (4,728) rentable square feet of space known as Suite 300, located on

          the Third (3rd) floor of the Building outlined in red on the floor

          plan attached hereto as Exhibit A (the "Premises"), together with the

          nonexclusive right to use all areas of the Property not regularly and

          customarily leased for the exclusive use of tenants including, but not

          limited to, lobbies, entranceways, vestibules, elevators, restrooms,

          common hallways and common stairs (collectively, the "Common Areas")

          for the Term, the Rent and subject to the conditions and covenants

          hereinafter provided. Notwithstanding the foregoing, the Premises do

          not include and Tenant will have no right to occupy any of the

          exterior surfaces of the Building.



     C.   Notwithstanding the foregoing, Landlord hereby acknowledges that

          pursuant to the Ingalls Office Lease between Tenant and Landlord,

          dated July 30, 2001, Tenant is currently leasing approximately two

          thousand three hundred and sixty-four (2,364) rentable square feet,

          and at the time of occupancy of the additional leased space adjacent

          to the Premises currently occupied by Tenant, the existing Lease shall

          terminate in accordance with the provisions of Exhibit E attached

          hereto.



                                    AGREEMENT



     NOW THEREFORE, in consideration of the premises and the mutual promises set

forth herein, the receipt and sufficiency of which are hereby acknowledged, the

parties hereby agree as follows:



     1. Term.



          1.1 Initial Term. Subject to and upon the terms and conditions set

forth herein or in any exhibit or addendum hereto, this Lease shall continue in

force for a term of Sixty (60) months (the "Term") commencing on the earlier of

the following dates (the "Commencement Date") (i) the date Tenant takes

occupancy of the Premises, or (ii) the date Landlord has substantially completed

its improvements to the Premises.



                                       1.



{PAGE}



     2. Rent.



          2.1 Base Rent Initial Term. Tenant shall pay to Landlord as "Base

Rent" for the Initial Term, in legal tender and in immediately available funds,

at Landlord's office at 6 East Fourth Street, Suite 1200, Cincinnati, Ohio

45202, or as directed from time to time by Landlord's notice, the sums set forth

below:



{TABLE}

{CAPTION}

Period                         Annual Rate/RSF            Annual Rent         Monthly Rent

------                         ---------------            -----------         ------------

{S}                            {C}                        {C}                 {C}

02/01/02 to 03/01/03               $11.50                 $54,372.00            $4,531.00

03/01/03 to 03/31/07               $12.00                 $56,736.00            $4,728.00

{/TABLE}





          2.2 Base Rent Renewal Term. Tenant shall pay to Landlord as "Base

Rent" for the Renewal Term(s), in legal tender and in immediately available

funds, at Landlord's office at Ingalls Building Co. Ltd., 6 East Fourth Street,

Suite 1200, Cincinnati, OH 45202, or as directed from time to time by Landlord's

notice,



          2.3 Additional Rent.



               2.3.1 In addition to the Base Rent specified in Section 2.1

above, Tenant agrees to pay Tenant's Share (as hereinafter defined) of the

amount, if any, by which the Operating Expenses and Taxes for any calendar year

during the Term after 2001 exceeds the Taxes and Operating Expenses for 2001

(the amount of any such excess being called the "Additional Rent"). Certain

terms are defined as follows:



               2.3.1.1 Tenant's Share: The amount of Tenant's pro rata share of

the Expense Escalation for any calendar year after 2001. Tenant's pro rata share

is agreed to be Four Percent (4%), which shall be adjusted in the event that the

total rentable square feet changes.



               2.3.1.2 Taxes: (i) All real estate taxes, if any, payable

(adjusted after protest or litigation, if any) for any part of the Term of this

Lease, exclusive of penalties or discounts, on the Property, (ii) any taxes

which shall be levied in lieu of any such taxes on the gross rentals of the

Property, (iii) any special assessments against the Property which shall be

required to be paid during the calendar year in respect to which taxes are being

determined, and (iv) the expense of contesting the amount or validity of any

such taxes, charges or assessments, such expense to be applicable to the period

of the item contested.



               2.3.1.3 Operating Expenses: Those expenses incurred or paid on

behalf of Landlord with respect to the management, operation and maintenance of

the Property which, in accordance with accepted principles of sound accounting

practice used by Landlord, as applied to the operation, management and

maintenance of comparable office buildings, are properly chargeable to the

operation and maintenance of the Property, and the cost, as reasonably amortized

by Landlord, with interest at the rate of 10% per annum on the unamortized

amount, of any capital improvement made after completion of initial construction

of the Building which reduces other Operating Expenses, but in an amount not to

exceed such reduction for the relevant year. If Landlord is not furnishing any

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