MEMORANDUM OF LEASE

THIS MEMORANDUM OF LEASE, is made effective as of the _____ day of

____________, 2005, by and between the National Underground Railroad Freedom
Center, Inc., an Ohio not for profit company duly organized under and by virtue of the
constitution and laws of the State of Ohio (“Lessor”) and the State of Ohio, acting by
and through the Ohio Cultural Facilities Commission fka the Ohio Arts & Sports Facilities
Commission (“Lessee” or the “Commission”). Capitalized words or terms not otherwise
defined hereinafter shall have the same meaning as set forth in the Lease (as such term
is defined below).

W I T N E S S E T H:

WHEREAS, Lessor and Lessee have entered into a First Amendment to Base
Lease effective as July 1, 2005, amending the Base Lease between the Lessor and
Lessee dated as of March 25, 2003 (collectively, the “Lease”), relating to the property
more fully described below; and

WHEREAS, Lessor and Lessee desire, in lieu of recording the Lease, to execute
and record a memorandum of lease in accordance with Section 5301.251 of the Ohio
Revised Code;

NOW, THEREFORE, Lessor and Lessee hereby state as follows:

1. Name and Address of Lessor.

National Underground Railroad Freedom Center, Inc.
312 Elm Street Suite 1250
Cincinnati, Ohio 45202
Attn: Chief Financial Officer

Name and Address of Lessee.

Ohio Cultural Facilities Commission
20 East Broad Street, Suite 200
Columbus, Ohio 43215
Attn: Executive Director

2. Description of Leased Premises. The Leased Premises is further

described as Exhibit “A” attached hereto and made a part hereof.

3. Date of Execution of the First Amendment to Base Lease. Effective as of

the 1st day of July, 2005

4. Term of the Lease. Subject to the provisions of Article X of the Lease

pertaining to termination, the initial term of the Lease commenced on
March 25, 2003 and shall terminate 10 years from issuance of a final
Certificate of Use and Occupancy by the City of Cincinnati Department of
Buildings and Inspections, being _________________.

5. Right of Renewal. Lessee shall have the option to renew the Lease for
such time, and from time to time, upon the same terms and conditions as
are mentioned in the Lease, in order to protect the validity of the federal
 tax status of the Bonds or in the event the Treasurer determines it is to
the economic benefit of the State of Ohio to refinance the Facility Bonds.

6. The Leased Premises were acquired by various deeds recorded in the

Hamilton County Recorders Office at Volume _______ and Pages
____________.

7. This Memorandum of Lease contains only selected provisions of the

Lease and reference is made to the full text of the Lease for the complete
terms and conditions thereof. This Memorandum of Lease shall not, in
any way, amend or supersede the terms and conditions of the Lease.

IN WITNESS WHEREOF, Lessor and Lessee, through their duly authorized

representatives, have executed this Memorandum of Lease as of the date set forth
above.

LESSOR
NATIONAL UNDERGROUND RAILROAD
FREEDOM CENTER, INC.

By:_____________________________
Name, Title

ACKNOWLEDGEMENT

STATE OF OHIO, :
:SS
COUNTY OF HAMILTON :

The foregoing instrument was acknowledged before me on _____________,

2005, by ____________________, the ______________ of the National Underground
Railroad Freedom Center, Inc. who acknowledged that (s)he executed the foregoing
instrument for and on behalf of Lessor, and that (s)he did so as his/her and the Lessor’s
own free act and deed, and that he/she is duly authorized to enter into and execute this
instrument for and on behalf of the said Lessor.

_______________________
Notary Public
 LESSEE
STATE OF OHIO, acting by and through
The Ohio Cultural Facilities Commission

By:______________________________
Kathleen M. Fox, Executive Director

ACKNOWLEDGEMENT

STATE OF OHIO, :
:SS
COUNTY OF FRANKLIN, :

On this ____ day of _____________ 2005, before me personally appeared

Kathleen M. Fox known to me to be the Executive Director of the Ohio Cultural Facilities
Commission, who acknowledged that she executed the foregoing instrument for and on
behalf of the Commission, that the same is her own and the Commission’s voluntary act
and deed and that she is duly authorized to enter into said instrument for and on behalf
of the Commission.

_____________________________
Notary Public

This Memorandum of Lease prepared by:

Carol A. Zelizer, Esq.
2374 Bexley Park Road
Columbus, Ohio 43209
Phone No. (614) 231-8680
 Exhibit “A” Legal Description

Air rights above Elevation 510 of Lot 3, The Banks, Phase I, the plat of which is recorded
in Plat Book 361, Pages 62 and 63 in the office of the Recorder of Hamilton County,
Ohio.