<PAGE>

Exhibit 10.21


                              TENANT LEASE SUMMARY

PROPERTY LEASED:  5000 TREMONT AVENUE BUILDING 300, SUITES 302 and 303

Consisting of 8,652 Square Feet

TENANT:    iPCS Wireless, Inc.
           11 Hawkeye Lane
           Geneseo, IL 61254

LANDLORD:  Investment Lease Corporation (ILC)   Mailing Address:
           5000 Tremont Avenue, Suite 400B      ILC
           Davenport, IA 52807                  5000 Tremont Avenue, Suite 400B
                                                Davenport, Iowa 52807


Period From October 1, 2000 To September 30, 2015

Option From ________ To ______________

1st Year's Rent $51,912.00

Common Area Percentage 50% of Building 300

Tenant Lease: This Lease consists of page 1 to page 12 all inclusive.



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                                      INDEX
                                   (continued)



                                                        -ii-

                                      INDEX

                                                                            Page


                                                        -i-

1.       PREMISES AND TERM.....................................................3

2.       RENTAL................................................................3

3.       RENEWAL OPTION........................................................4

4.       POSSESSION............................................................4

5.       USE OF PREMISES.......................................................4

6.       QUIET ENJOYMENT.......................................................4

7.       UTILITIES AND OTHER SERVICES..........................................4

8.       REPAIR AND MAINTENANCE................................................4

9.       TENANT'S PROPORTIONATE SHARE OF COSTS OF COMMON AREAS AND FACILITIES..5

10.      COMMON AREA EXPENSE...................................................5

11.      USE OF PARKING Facilities.............................................5

12.      CHARGES FOR UTILITIES.................................................5

13.      CONDITIONS OF PREMISES................................................5

14.      RESTRICTIONS ON ASSIGNMENT, SUBLETTING AND USE........................5

15.      COMPLIANCE WITH LAW...................................................6

16.      HAZARDOUS MATERIALS...................................................6

17.      TERMINATION PRIVILEGES UPON DAMAGE BY FIRE OR OTHER CASUALTY..........6

18.      PERSONAL PROPERTY AT RISK OF TENANT...................................6

19.      INSURANCE PROVIDED BY TENANT..........................................7

20.      DENIAL OF SUBROGATION RIGHTS..........................................7

21.      CONDEMNATION OF PREMISES..............................................7

22.      PAYMENT OF PORTION OF INCREASE IN TAXES AND INSURANCE.................7

23.      RIGHT OF LANDLORD TO ENTER FOR REPAIRS AND OTHER PURPOSES.............8

24A.     DEFAULT...............................................................8

24B.     INSOLVENCY............................................................8

25.      ADDITIONAL PAYMENTS...................................................8

26.      RULES AND REGULATIONS.................................................8

27.      SIGNS AND OTHER IDENTIFICATION........................................9

28.      SUBORDINATION OF LEASE TO MORTGAGES...................................9

29.      SURRENDER INVALID UNLESS WRITTEN......................................9

30.      HOLDING OVER..........................................................9

31.      WAIVER OF LANDLORD'S LIEN............................................10

32.      WAIVER...............................................................11

33.      NOTICES..............................................................11

34.      NO OTHER AGREEMENTS..................................................11

35.      INDEMNIFICATION......................................................11

36.      APPICABLE LAW........................................................12

37.      EXPLANATORY PROVISIONS...............................................12




<PAGE>





                                      LEASE
                                BUSINESS PROPERTY

         THIS LEASE AGREEMENT, executed in duplicate, made and entered into this
17 day of August, 2000, by and between Investment Lease Corporation ("ILC"
hereinafter called "Landlord"), whose address for the purpose of this lease is
5000 Tremont Avenue, Suite 400B, Davenport, IA 52807 and iPCS Wireless, Inc., a
Delaware corporation (hereinafter called "Tenant"), whose address for the
purpose of this lease is 11 Hawkeye Lane, Geneseo, IL 61254.

WITNESSETH THAT:

     1.  PREMISES  AND TERM.  Landlord,  in  consideration  of the rents  herein
reserved and of the agreements and conditions herein  contained,  on the part of
Tenant to be kept and performed,  leases unto Tenant and Tenant hereby rents and
leases  from  Landlord,  according  to the  terms  and  provisions  herein,  the
following  described real estate,  situated in Scott County,  Iowa, to wit: 5000
BUSINESS PARK (referred to as "Business Park"), 5000 Tremont,  Davenport,  Iowa,
Suites 302 and 303, containing  approximately 8,652 square feet and representing
50% of Building 300 in the Business Park, with the improvements  thereon and all
rights, easements and appurtenances thereto belonging, if and as may be attached
hereto,  for a term of (15) fifteen  years,  commencing at midnight on the first
day of the lease term, which shall be on the 1 day of October,  2000, and ending
at midnight  on the last day of the lease term,  which shall be on the 30 day of
September,  2015,  upon the  condition  that  Tenant  pays rent  therefore,  and
otherwise  performs  as in this lease  provided.  This lease will  automatically
terminate at the end of its natural term, unless renewal option is exercised.

The use and occupation by Tenant of the leased premises shall include the use in
common with others entitled thereto of such common additional areas, including
without limitation, the parking facilities, as may be designated from time to
time by Landlord, subject however to the terms and conditions of this agreement
and to reasonable rules and regulations for the use thereof as prescribed from
time to time by Landlord. Said common additional areas are hereinafter referred
to as the "Common Areas".

2. RENTAL.  Tenant agrees to pay to Landlord as rental for said term as follows:

         TO:      ILC
                  5000 Tremont Avenue, Suite 400
                  Davenport, IA 52807

BASE RENTAL RATE

Monthly installment of rent is due in advance of the first day of each month.
(Plus Common Area maintenance cost, taxes, and insurance on the property, which
are not included in below calculations.)

YEARS           ANNUAL RENT         MONTHLY RENT            PER SQ FT
1-2-3           $51,912.00            $4,326.00                $6.00
4-5-6           $56,670.60            $4,722.55                $6.55
7-8-9           $62,294.40            $5,191.20                $7.20
10-11-12        $67,918.20            $5,659.85                $7.85
13-14-15        $73,974.60            $6,164.55                $8.55


In addition to the above monthly rental, Tenant will also pay an amount equal to
50% per month of the Common Area expense charges set out in paragraph 10,
paragraph 11, paragraph 13, and paragraph 22 below.

Charges projected for year 2000 are $1,333.85 per month, $l.85 per square foot,
in addition to the base rent. Rent adjustment in these costs are made annually
with the anniversary date being the first of January.

All sums shall be paid at the address of Landlord, as above designated, or at
such other place in Iowa, or elsewhere, as Landlord may, from time to time,
designate in writing.

Delinquent payments shall draw interest at one and one half percent (1.5%) per
month from the delinquent due date until paid. Rent shall be considered
delinquent five (5) business days after the due date and shall draw interest at
that time.

     3. RENEWAL OPTION.  Notice to Landlord of intent to exercise said option to
renew shall be given by written  notice 120 days prior to expiration of original
term.  All other terms and provisions of the lease,  particularly  including the
payment of a  proportional  share of  expenses,  will apply  during  said option
period.

BASE RENT RATE FOR OPTION PERIOD, SHALL BE AGREED TO AT TIME OF RENEWAL.

DATE                  ANNUAL RENT       MONTHLY RENT       PER SQ FT
-------------       $------------       $-----------     $-------------


4.  POSSESSION.  Tenant shall be entitled to  possession on the first day of the
term of this lease and shall yield  possession  to Landlord at the time and date
of the close of this lease term, except as herein otherwise  expressly provided.
Should Landlord be unable to give possession on said date, Tenant's only damages
shall be a rebating of the pro rata rental.

5. USE OF PREMISES. Tenant covenants and agrees during the term of this lease to
use and to occupy the leased premises only for telecommunications switch center,
general office use, warehouse storage and distribution.

6. QUIET  ENJOYMENT.  Landlord  covenants and agrees with Tenant that so long as
Tenant pays the Rent and all other  obligations such as Common Area maintenance,
taxes,  and  insurance  and observes and performs all the terms,  covenants  and
conditions of this Lease on Tenant's part to be observed and  performed,  Tenant
may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms
and conditions of this Lease,  and Tenant's  possession will not be disturbed by
anyone claiming by, through or under Landlord.

7. UTILITIES AND OTHER  SERVICES.  The Landlord shall not be required to furnish
to the Tenant any utilities or services of any kind,  except as specifically set
forth in this lease.

8. REPAIR AND  MAINTENANCE.  The Tenant  shall,  at his sole  expense,  keep the
interior of the leased premises,  including all windows, doors, and glass, in as
good order and repair as it was upon the commencement of this lease,  reasonable
wear and tear  expected.  Tenant shall also maintain the premises in a clean and
orderly  condition,  and shall not cause the exterior of the leased  premises or
any part of the real  property  upon which the leased  premises  is  situated to
become littered, disorderly, or unsightly in any manner. The Landlord shall keep
the  structural  supports,  external  walls and roof of the  building and leased
premises in good order and repair and shall be responsible for the operation and
maintenance of all Common Areas and facilities as hereinafter provided. Landlord
shall further be  responsible  for all major repair or  replacement of plumbing,
air  conditioning,  compressor  and heat exchanger  facilities.  Tenant shall be
responsible  for the  first  $300 of  expense  for each  incident  of  repair or
replacement,  and Landlord shall be responsible  for and shall pay any amount in
excess of $300 per  incident.  The Tenant shall also  maintain in good order all
ordinary  and  necessary  repairs to all  equipment  installed  and used for the
purpose of heating and air  conditioning  of the leased  premises  wherever such
equipment  may be  located.  On  default  of Tenant in making  such  repairs  or
maintaining  a clean  and  orderly  condition,  Landlord  may,  but shall not be
required to, make such repairs or clean up or shall take other necessary  action
for  Tenant's  account,  and the expense  thereof  shall be payable by Tenant to
Landlord within ten business days of written notice  thereof.  Any damage caused
or repairs  necessitated with respect to the leased premises or the building and
real  property of which the leased  premises are a part,  by excessive  wear and
tear resulting from the operation of the business of Tenant,  or from willful or
negligent  acts on the  part of  Tenant,  its  employees,  agents,  invitees  or
contractors,  shall be the  responsibility  of Tenant and Tenant shall reimburse
Landlord for any expense in connection therewith.

9.  TENANT'S  PROPORTIONATE  SHARE OF COSTS OF COMMON AREAS AND  FACILITIES.  In
addition to the rental payment pursuant to paragraph 2 hereof,  the Tenant shall
pay to the Landlord upon demand a  proportionate  share of the cost of operating
and maintaining all Common Areas and facilities,  including  without  limitation
all parking areas, access roads, sidewalks, landscaped space and other space, in
common or available for use in common by the Tenant or his customers, employees,
agents or other  invitees.  Operating and  maintaining  all areas and facilities
shall  include,  without  limitation,   furnishing  exterior  and  parking  area
lighting,  parking lot repairs,  cleaning,  snow removal, line painting, care of
grass,  shrubs and plants,  payment of water and sewerage charges,  maintenance,
repair and  replacement of utility  systems,  exterior  painting,  pest control,
general roof repair,  billing cost, and general maintenance of the Business Park
and of all areas and  facilities  provided by the Landlord for the common use of
the occupants of the Business  Park. The term  "proportionate  share" as used in
this paragraph or elsewhere in this lease shall mean such  proportionate part of
the total  costs to which  said share  applies as the square  feet of floor area
occupied by the Tenant bears to the total square feet of rentable  floor area in
the Business Park.

     10.  COMMON AREA EXPENSE.  (a) Tenant  agrees that the monthly  Common Area
expense will include taxes, insurance,  and all expenses relating to said center
and the Common  Areas  contained  therein and parking lots  adjacent  thereto as
defined in Paragraph 22. Tenant  understands  that the Common Area expenses will
be  adjusted  at the end of the year based on actual  expenses.  If Common  Area
expenses  are not  paid,  they will bear  interest  at one and one half  percent
(1.5%) per month.

     11. USE OF PARKING Facilities. Tenant and its employees and customers shall
have the  non-exclusive  right, in common with the Landlord and other tenants of
said  Business  Park,  to park  automobiles  in the parking area provided by the
Landlord,  subject to such reasonable  rules and regulations as the Landlord may
from time to time impose,  including the  designation of specific areas in which
automobiles of the Tenant and its employees must be parked.  Upon written notice
from the Landlord, the Tenant will furnish the Landlord with the license numbers
assigned to its automobiles and the automobiles of its employees.

     12.  CHARGES  FOR  UTILITIES.   Tenant  shall  pay  all  charges  for  gas,
electricity,  light,  heat,  power and  telephone  used or  supplied  upon or in
connection with the leased premises and shall indemnify the Landlord against any
liability  on  account  thereof.  It is the  intention  that  Tenant pay for all
utilities for the leased premises of any kind and, accordingly, Tenant shall pay
its  proportionate  share of any utility charge relating to or used in or at the
leased premises, but which is not separately metered thereto.

     13. CONDITIONS OF PREMISES. The Tenant has examined the leased premises and
is  satisfied   with  the  condition   thereof,   including  all  equipment  and
appurtenances, and its taking possession thereof shall be conclusive evidence of
its receipt thereof in good and satisfactory  order and repair. The occupancy by
Tenant of the leased premises shall constitute an  acknowledgment by Tenant that
the leased premises are in the condition called for by this lease.

     14.  RESTRICTIONS  ON  ASSIGNMENT,  SUBLETTING  AND USE. (a) Assignment and
Subletting.  Tenant agrees not to assign or in any manner transfer this lease or
any estate or interest  therein without the previous written consent of Landlord
which consent should not be unreasonably withheld or delayed; and, not to sublet
the leased  premises  or any part or parts  thereof  or allow  anyone to come in
with, through or under him without like consent.  Consent by the Landlord to one
assignment of this lease or to one subletting or to any other  occupancy of said
leased  premises  shall not operate to exhaust the Landlord's  right  hereunder.
Notwithstanding  anything  contained  herein to the  contrary,  Tenant may, with
notice to but without the consent of  Landlord,  assign this lease to any entity
which is the surviving entity of a merger or reorganization  involving Tenant or
to any entity which acquires all or  substantially  all of Tenant's  assets,  so
long as such entity's creditworthiness is satisfactory to Landlord.

     (b) Use.  Tenant shall not use or permit the leased premises to be used for
any  purpose  other  than as above  stated,  nor  keep or store in or about  the
premises  anything  which  will  increase  the rate of  insurance  on the leased
premises,  nor make any  alterations,  additions  or  improvements,  without the
written  consent of the  Landlord.  Tenant will not  invalidate  any policies of
insurance now or hereafter in force with respect to the leased premises and will
pay all extra insurance  premiums if any, required solely or directly on account
of  extra  risk  caused  by  the  Tenant's  use  of  the  leased  premises.  Any
construction,  remodeling,  additions,  improvements or fixtures, except movable
office furniture and trade fixtures, shall be made or installed by the Tenant at
Tenant's  sole  expense,  upon the leased  premises  only after the Landlord has
given written consent thereto,  shall be the property of the Landlord, and shall
remain and be surrendered  in good condition with the leased  premises as a part
thereof at the  termination  of this lease,  by lapse of time or  otherwise.  If
Landlord is required by any city,  county,  state,  or federal codes or laws, in
its sole  discretion to make  alterations or  improvements  to the premises as a
result of the nature of Tenant's business, whether to comply with the provisions
of paragraph 16 or otherwise.  Tenant shall bear the cost thereof. Tenant agrees
to pay promptly for any work done or material  furnished to or at the request of
Tenant in or about the leased  premises  and not to suffer or permit any lien to
attach to the leased  premises and Tenant  further agrees to cause any such lien
or any claims therefore to be released promptly;  provided, however, that in the
event Tenant  contests  any such claim,  Tenant  agrees to indemnify  and secure
Landlord to Landlord's  satisfaction.  Notice is hereby given that no mechanic's
or  material  men's or other  liens  sought to be taken or vested on the  leased
premises  or the  building  of which the leased  premises is a part shall in any
manner affect the right,  title or interest of the Landlord therein,  and Tenant
shall have no authority from Landlord to permit or create such lien. No items of
any kind shall be stored or left for any period of time  outside the confines of
the leased premises without the prior written consent of Landlord.  Tenant shall
maintain a constant  temperature  of no less than 38 degrees  Fahrenheit  in the
leased  premises.  Landlord  has the option to have  Tenant  restore  the leased
premises to same manner before Lease,  except for normal wear and tear including
any improvements or alterations made by Tenant.

     15.  COMPLIANCE WITH LAW. The Tenant shall  accomplish any  construction or
remodeling  with respect to the leased  premises  (including  any plans relating
hereto), and shall keep the leased premises and operate his business therein, in
a manner which shall be in  compliance  with all  applicable  laws,  ordinances,
rules and regulations of the city, county,  state and federal government and any
department  thereof,  will not  permit the  leased  premises  to be used for any
unlawful purpose, and will protect the Landlord and save Landlord and the leased
premises  harmless from any and all fines and penalties  that may result from or
be due to any infractions of or noncompliance with such laws, ordinances,  rules
and regulations by Tenant.

     16. HAZARDOUS MATERIALS.  Tenant shall indemnify Landlord and hold Landlord
harmless  from  and  against  any and all  losses,  costs  or  damages,  however
characterized,  including  reasonable  attorneys  fees,  incurred by or asserted
against  Landlord  as a result  of the  release  or  disposal  of any  asbestos,
pollutant,  toxic or hazardous  waste or  substance,  or any other  material the
release or disposal of which is regulated by any law,  regulation,  ordinance or
code (collectively,  "Hazardous Material") in, on or about the Real Property, or
any part  thereof,  by Tenant during the Lease Term, or any extension or renewal
thereof.

     17. TERMINATION  PRIVILEGES UPON DAMAGE BY FIRE OR OTHER CASUALTY.  In case
the leased premises, or any part thereof, shall at any time be destroyed by fire
or other  casualty,  without the fault of the Tenant,  so that the same shall be
unfit for use or occupancy,  then the rent hereby  reserved,  or a fair and just
proportion  thereof,  according to the nature and extent of the damage sustained
in loss of use or  occupancy,  shall be  suspended,  cease to be payable  and so
continue  until the  leased  premises  shall be  rebuilt or made fit for use and
occupancy. If such damage to the premises or to the building in which the leased
premises are situated is to the extent of fifty percent (50%) or more, or, if in
the  judgment of Landlord  the leased  premises  have been damaged to the extent
that they can no longer be utilized as an integrated  whole, then this lease may
be  terminated  at the election of the Landlord,  notice of which  election,  if
exercised,  shall be given in writing within  forty-five (45) days from the date
of casualty.  In the event that the building  containing the leased  premises is
totally destroyed or work to put the leased premises in tenantable  condition is
not  commenced  within  forty-five  (45) days from the time of such  damage  and
continued thereafter,  with reasonable  diligence,  all things being considered,
then this lease may be terminated at the election of the Tenant, notice of which
election, if exercised, must be given in writing within sixty (60) days from the
date of  casualty or at any time  thereafter  during the period of repair if the
work to put the leased  premises in  tenantable  condition is not being  pursued
with reasonable diligence or completed within the time period specified above.

     18.  PERSONAL  PROPERTY  AT RISK OF TENANT.  All  personal  property in the
premises  shall be at the risk of  Tenant  only.  The  Landlord  shall not be or
become liable for any damage to such personal  property,  to the leased premises
or to Tenant or any other  persons  or  property  as a result of water  leakage,
sewerage,  electric  failure,  gas or odors or for any damage whatsoever done or
occasioned by or from any plumbing,  gas,  water or other pipes or any fixtures,
equipment,  wiring or appurtenances whatsoever,  for any damage caused by water,
snow or ice being or coming upon the leased premises,  or for any damage arising
from any act of neglect of other tenants, occupants or employees of the building
in which the leased premises are situated or arising by reason of the use of, or
any  defect in,  said  building  or any of the  fixtures,  equipment,  wiring or
appurtenances therein, or by the act or neglect of any other person or caused in
any other manner whatsoever.

     19. INSURANCE PROVIDED BY TENANT. During the term of this lease, the Tenant
shall, at his own expense and with a company  satisfactory to Landlord,  provide
and maintain in full force and effect an insurance policy or policies protecting
the  Landlord  and Tenant and their  officers  and  employees  against any loss,
liability or expense from personal injury,  death,  property damage or otherwise
arising or occurring upon or in connection with the leased premises or by reason
of the Tenant's  operations upon or occupancy of the premises,  whether the same
occurs or the cause arises on or off the leased premises.  The Landlord shall be
an additional  insured under such policy or policies.  Such  insurance  shall be
written by  responsible  insurance  companies  satisfactory  to the Landlord and
shall be in an amount not less than $500,000 for injuries to any one person, not
less than $1,000,000 for injuries to more than one person arising out of any one
accident  or  occurrence,  and not less than  $100,000  for damage to  property.
Certificates of insurance  showing  compliance  with the foregoing  requirements
shall be furnished by the Tenant to the Landlord or his designated  agent.  Such
certificates  shall state that policies will not be canceled nor altered with at
least ten (10) days prior written notice to the Landlord.

     20. DENIAL OF SUBROGATION RIGHTS. Neither the Landlord nor the Tenant shall
be liable to the other for any  business  interruption  or any loss or damage to
property or injury to or death of persons  occurring  on the leased  premises or
the adjoining  property,  or in any manner  growing out of or connected with the
Tenant's use and occupancy of the leased premises,  or the condition thereof, or
of the  adjoining  property,  whether or not caused by the  negligence  or other
fault of the Landlord or the Tenant or of their  respective  agents,  employees,
subtenants  licenses or  assignees.  This release shall apply only to the extent
that such  business  interruption,  loss or damage to  property  or injury to of
death of persons is covered by insurance,  regardless of whether such  insurance
is payable to or protects Landlord or Tenant or both.  Nothing in this paragraph
shall be  construed  to impose any other or greater  liability  upon  either the
Landlord or Tenant than would have existed in the absence of this paragraph.

     21.  CONDEMNATION  OF  PREMISES.  In the event that the whole of the leased
premises  shall be  condemned or taken in any manner for any public or any quasi
public use,  this lease shall  terminate as of the date of vesting of title.  In
the event that either a portion of the leased  premises or the building of which
the  leased  premises  are a part  is  condemned  or  taken  by  eminent  domain
proceedings so as to render the leased premises substantially  unusable, then in
such event,  Tenant shall have the right to cancel and terminate  this agreement
as of the date of such taking upon giving to Landlord  notice in writing of such
election  within  thirty (30) days after the receipt by Tenant from  Landlord of
written notice of such  appropriation or taking. In which case, this lease shall
terminate and rent shall abate as of the date of such termination.  In the event
that only a part of the leased  premises shall be so condemned or taken and such
taking shall not render the leased  premises  substantially  unusable for Tenant
business,  as reasonably determined by Tenant, then, effective as of the date of
vesting of title, the rent hereunder for such part shall be equitably abated and
this lease shall continue as to such part not so taken. In the event that only a
part of the leased premises shall be so condemned or taken,  then if substantial
structural alteration or reconstruction of the building shall, in the reasonable
opinion of Landlord be necessary or appropriate as a result of such condemnation
or taking  (whether or not the demised  leased  premises be affected),  Landlord
may, at its option,  terminate  this lease and the term herein granted as of the
date of such vesting of title by notifying  Tenant in writing  within sixty (60)
days following the vesting of title. Any termination  hereunder shall be without
prejudice  to the  rights of  either  the  Landlord  or the  Tenant  to  recover
compensation  from such public  authority for any loss or damages caused by such
taking. Neither Landlord nor Tenant shall have any right in or to any award made
to the other by such public authority.

22. PAYMENT OF PORTION OF INCREASE IN TAXES AND INSURANCE. During the term of
this lease and any extension of renewal thereof, Tenant shall pay monthly, as an
additional obligation hereunder, this proportionate share (as hereinbefore
defined) of any of the regular real estate taxes becoming due and payable during
each year with respect to the land and building of which the leased premises
form a part. A tax bill shall be sufficient evidence of the amount of any such
taxes. If this lease or any extension or renewal thereof shall terminate on a
date other than the last day of the calendar year, then such tax payment shall
be computed as above provided on a prorata basis for that portion of the
calendar year which shall have elapsed up to and including such termination
date.

     Landlord  shall  maintain at all times during the term of this lease,  fire
and extended  coverage  insurance on the building and  improvements of which the
premises are a part in an amount  adequate to cover the cost of  replacement  in
the event of loss.  Tenant shall pay his  proportionate  share.  Such additional
payment shall be made monthly.  A copy of an invoice from the insurance  company
shall be sufficient  evidence of the amount of any such increase.  If this Lease
or any  extension of renewal  thereof  shall  terminate on a date other than the
last day of the calendar year, then such insurance  payment shall be computed as
above  provided on a prorata  basis for the portion of the  calendar  year which
shall have elapsed up to and including such termination date.

     23.  RIGHT OF LANDLORD TO ENTER FOR REPAIRS AND OTHER  PURPOSES.  Landlord,
its agents or representatives, shall have the right to enter the leased premises
at all reasonable times, upon reasonable prior notice, to examine or exhibit the
same, or to make such repairs, additions, or alterations Landlord may see fit to
make for the safety,  improvement or preservation thereof, or of the building of
which the leased premises are a part or for any other  reasonable  purpose.  The
Landlord  may  display  "for  rent"  signs on or about the  premises  and in the
windows thereof for ninety (90) days prior to the termination of this lease.

     24.A DEFAULT.  This lease is made upon the express condition that if Tenant
fails to pay the rental reserved hereunder,  or any part thereof, after the same
shall become due, and such failure  shall  continue for a period of fifteen (15)
days after written notice thereof from Landlord to Tenant, or if Tenant fails or
neglects to perform, meet or observe any of Tenant's other obligations hereunder
and such  failure or neglect  shall  continue  for a period of thirty  (30) days
after written notice thereof from Landlord to Tenant, then Landlord, at any time
thereafter,  by written notice to Tenant,  may lawfully  declare the termination
hereof and  re-enter  the leased  premises,  and by due  process of law,  expel,
remove and put our Tenant or any person or persons occupying the leased premises
without  prejudice  to any  remedies  which  might  otherwise  be  used  for the
collection of arrears for rent or for any other preceding breach of any covenant
or condition by Tenant.

     Notwithstanding  any other provisions of this lease, where the curing of an
alleged default requires more than payment of money, and the work of curing said
default cannot  reasonably be accomplished  within the time otherwise  permitted
herein,  and where Tenant has commenced upon the work of curing said default and
is diligently  pursuing same,  then Tenant shall be entitled to reasonable  time
extensions to permit the  completion  of the work of during said  default,  as a
condition precedent to any reentry of termination, and any defect so cured shall
not thereafter be grounds for default.

     The subsequent acceptance of rent hereunder by Landlord shall not be deemed
a waiver of any  preceding  breach of any  obligation  hereunder by Tenant other
than the failure to pay the particular rental so accepted, until said breach has
been cured by Tenant and the waiver of any breach of any  covenant or  condition
by Landlord  shall not  constitute  a waiver of any other breach  regardless  of
knowledge thereof.

     The payment of rent by Tenant at a time when Tenant is allowed to offset or
withhold  rental  payments  under the terms of this lease shall not constitute a
waiver of such right to offset or withhold rent at any time.

     24.B  INSOLVENCY.  If any  proceedings in bankruptcy or insolvency be filed
against  Tenant or if any writ of attachment or writ of execution be levied upon
the  interest  herein  of  Tenant,  and such  proceedings  or levy  shall not be
released or dismissed within thirty (30) days thereafter,  or if any sale of the
leasehold  interest  hereby created or any part thereof should be made under any
execution or other judicial process,  or if Tenant shall make any assignment for
the benefit of creditors or shall voluntarily institute bankruptcy or insolvency
proceedings,  Landlord,  at  Landlord's  sole  election,  may  reenter  and take
possession  of said  premises  and  remove all  persons  therefrom  and may,  at
Landlord's option, terminate this Lease,

     25. ADDITIONAL PAYMENTS. All taxes, insurance premiums, costs and expenses,
or common area cost which the Tenant  assumes or agrees to pay  hereunder  shall
constitute  contractual  obligations  of Tenant  hereunder,  and in the event of
nonpayment the Landlord shall have all the rights and remedies  herein  provided
for in the  case  of  nonpayment  of  rent  or  breach  of  condition,  and  may
consolidate such obligations or pursue remedies individually.

     26. RULES AND REGULATIONS. The Tenant shall comply with all such reasonable
rules and  regulations  as do not conflict with the provisions of this lease and
as Landlord may  establish  uniformly  for the  Business  Park from time to time
provided that Tenant is notified in writing thereof.

     27.  SIGNS AND OTHER  IDENTIFICATION.  Tenant  shall not place or erect any
signs or  identifying  marks,  insignia or  advertising  on, or about the leased
premises or the Business  Park except in conformity  with rules and  regulations
established  in that regard under  Paragraph 26, or in the absence of such rules
and regulations,  in conformity with the sign or identification  currently being
provided  by Landlord  for other  tenants in the  Business  Park.  Tenant  shall
provide and install at its expense a sign on said  property in  conformity  with
the signs  currently  being  provided for the other tenants in the Business Park
within thirty (30) days after the  commencement  of the lease term. In the event
Tenant  shall  place or cause to be placed any sign,  identifying  marks,  trade
mark, insignia or advertising on or about the leased premises or the building or
real  property of which the leased  premises are a part,  and if the same do not
comply with the terms and provisions of this Paragraph,  Landlord shall have the
right and power to remove the same at Tenant's expense. Any damage caused to the
leased  premises  or the  building  as a  result  of the  installation  of  such
non-conforming item, or the subsequent removal thereof by Landlord, shall be the
responsibility  and obligation of Tenant and Tenant shall immediately  reimburse
Landlord in an amount  sufficient  to repair such  damage.  In the event  Tenant
shall  desire  to use  any  sign  or  identification  other  than  the  sign  or
identification  currently  being  provided by the Landlord or not in  conformity
with said rules and regulations, Tenant shall first receive written consent from
Landlord  before  placing  or  erecting  any  signs or other  identification  or
advertising  and the same shall be purchased  from and  installed by Landlord at
Tenant's expense. Tenant shall pay, for signage at Landlord's cost.

     28.  SUBORDINATION  OF LEASE TO MORTGAGES.  This lease shall be subject and
subordinate  at all times to the lien of  existing  mortgages  and of  mortgages
which  hereafter may be made a lien on the  premises.  Although no instrument or
act on the part of Tenant shall be necessary to effectuate  such  subordination,
Tenant  will   nevertheless   execute  and  deliver  such  further   instruments
subordinating  this lease to the lien of any such mortgages as may be desired by
the mortgagee.  The Tenant hereby irrevocably appoints the Landlord his attorney
fact to execute  and  deliver  any such  instrument  for the  Tenant.  Provided,
however,  and notwithstanding the foregoing  provisions hereof, upon foreclosure
of the mortgage  with the  mortgagee  succeeding  to the rights of the Landlord,
Tenant  shall,  at the  option of said  mortgagee,  attorn to the  mortgagee  as
follows:

     (a) Tenant  shall be bound to the  mortgagee  under all of the terms of the
lease for the  balance  of the term  hereof  remaining  with the same  force and
effect as if the mortgagee were the Landlord under the lease,  and Tenant hereby
attorns to the  mortgagee as its landlord,  such  attornment to be effective and
self  operative,  without the  execution  of further  instrument  on the part of
either of the parties hereto,  and immediately upon the mortgagee  succeeding to
the interest of Landlord under this lease and having given written notice of the
same to  Tenant.  The  respective  rights and  obligations  of Tenant and of the
mortgagee upon such attornment  shall to the extent of the remaining term of the
lease be the same as now set forth herein.

     (b) The  mortgagee  shall be bound to the Tenant  under all of the terms of
this  lease,  and the Tenant  shall,  from and after such  event,  have the same
remedies against the mortgagee for the breach of an agreement  contained in this
lease  that the  Tenant  might  have had under the lease  against  the  Landlord
hereunder.  In no event,  however,  shall the mortgagee be liable for any act or
omission  of any prior  Landlord,  be  subject to any  offsets or defense  which
Tenant  might  have  against  any  prior  Landlord,  or be  bound by any rent or
additional  rent which the Tenant might have paid to any prior Landlord for more
than one month in advance.

     29. SURRENDER  INVALID UNLESS WRITTEN.  No surrender of the leased premises
for the  remainder  of the term  hereunder  shall be binding  upon the  Landlord
unless accepted by the Landlord in writing.  Without  limiting the generality of
the  foregoing,  it is agreed that the receipt or  acceptance of the keys to the
leased  premises  by the  Landlord  shall  not  constitute  an  acceptance  of a
surrender of the leased premises.

     30.  HOLDING  OVER.  If the Tenant shall remain in possession of the leased
premises  after the  expiration of either the original term of this lease or any
extended term,  such  possession  shall be as a month month tenant only.  During
such month to month  tenancy,  unless  otherwise  agreed in writing by Landlord,
rent  shall be  payable  at one and  one-half  times  the rate as that in effect
during the last month of the preceding  term,  and the  provisions of this lease
shall otherwise be applicable.

31.      WAIVER OF LANDLORD'S LIEN.

     (a)  Landlord  waives any lien rights it may have  concerning  the Tenant's
property and Tenant has the right to remove the same by giving Landlord ten (10)
days'  written  notice  of its  intent  to remove  any part of its  property  so
Landlord may properly coordinate the removal of said property.

     (b)  Landlord  acknowledges  that  Tenant  has  entered  into  a  financing
arrangement including promissory notes and financial and security agreements for
the financing of the property (the  "Collateral")  with a third party  financing
entity (and may in the future enter into additional financing  arrangements with
other financing entities). In connection therewith, Landlord (i) consents to the
installation  of the  Collateral;  (ii) disclaims  and/or waives any interest or
lien rights in the Collateral,  as fixtures or otherwise;  and (iii) agrees that
the Collateral shall be exempt from execution, foreclosure, seizure, sale, levy,
attachment,  or  garnishment  for any rent due or to become due to  satisfy  any
judgment in favor of Landlord  against  Tenant and that such  Collateral  may be
removed at any time without recourse to legal proceedings.

    (c) Landlord  acknowledges and agrees that,  notwithstanding anything to the
contrary contained in this Lease:

     (1) Tenant shall be permitted to pledge, mortgage, hypothecate or otherwise
grant a lien, security interest or collateral  assignment (whether pursuant to a
security  agreement,  deed or trust,  collateral  assignment,  mortgage or other
instrument) (a "Lien") in and to all right,  title and interest of Tenant in and
to this lease,  including,  without  limitation,  the right to occupy the leased
premises pursuant to the terms hereof, to a financial institution  (individually
and/or as administrative  agent for itself and other lenders) and its successors
and assigns or any refinancing or replacement lender  (hereinafter  collectively
called  "Lenders") in connection with certain debt financing to Tenant or to any
of its affiliates as security for such debt financing.

     (2) Lender shall be permitted to foreclose upon any such Lien (or accept an
assignment in lieu of foreclosure) and transfer and assign all right,  title and
interest  of Tenant  in and to this  Lease  pursuant  to or  subsequent  to such
foreclosure and, in the event of any such  foreclosure,  transfer or assignment,
and provided Lender or its  successor-in-interest  expressly  assumes in writing
and agrees to perform each of Tenant's  covenants,  duties and obligations which
will arise and accrue from and after the date of such  foreclosure,  transfer or
assignment,   Landlord   agrees   that  it   will   recognize   Lender   or  its
successor-in-interest as the successor-in-interest to Tenant under this Lease as
if Lender or its  successor-in-interest  (as applicable) where Tenant under this
Lease.

     (3) Within ten (10) business days after written request by Tenant, Landlord
will  execute and deliver in favor of Lender an  estoppel  certificate  or other
instrument in form reasonably acceptable to Landlord and such Lender pursuant to
which  Landlord will (i) confirm the  existence,  validity and binding effect of
this Lease,  (ii) confirm  that  Landlord is the owner and holder of this Lease,
(iii) confirm that, to Landlord's current, actual knowledge, no monetary default
and no other default has occurred  under the terms of this Lease (or  specifying
any defaults which have occurred,  which are continuing and of which Landlord is
currently, actually aware), (iv) agree to provide Lender a copy of any notice of
default  delivered  to  Tenant  hereunder,  and (v)  agree  that,  prior  to any
termination of this Lease as a result of a default of Tenant hereunder, Landlord
will provide written notice of such default to Lender at its principal office as
the same may be provided by such  Lenders,  or such other address as the Lenders
may  provide,  and afford  Lender a period not less than 30 days within which to
cure such default.

     (4)  Landlord  hereby  agrees that all  property of Tenant now or hereafter
located on the leased premises shall be and remain  personal  property of Tenant
notwithstanding  the manner in which such property  shall be attached or affixed
to the leased premises. Landlord hereby further agrees that, notwithstanding the
order  of  perfection  or  priority  of any  security  interest  or  lien  under
applicable  law,  any security  interest or lien for rent or similar  charges or
other  indebtedness,  liabilities or  obligations  owing to Landlord under or in
connection  with the lease,  whether  arising by operation of law or  otherwise,
whether  now  existing  or  hereafter  arising,  and each and every  right which
Landlord  now has or  hereafter  may have,  either to levy or distrain  upon any
property of Tenant or any interest therein  ("Lender's  Collateral") or to claim
or assert title to Lender's Collateral, or make any other claim against Lender's
Collateral,  whether under the lease or the laws of the state in which the lease
premises are located or under any deed of trust, mortgage or other lien document
now in effect  whether  by reason  of a  default  under the lease or  otherwise,
expressly is hereby made and shall be subject and  subordinate  in every respect
to any security interest or lien or other right,  title or interest of Lender in
Lender's Collateral,  no matter when acquired,  and shall further be subject and
subordinated  to all of the  terms,  provisions  and  conditions  of any loan or
security  document  in  favor  of  Lender.  Lender  and  its  agents  and  legal
representatives,  without any liability or accountability whatsoever to Landlord
(except for  damages,  if any,  to the leased  premises  caused  thereby and the
obligation to pay rental, both as provided  hereinbelow),  (a) may remove any or
all of  Lender's  Collateral  located  at the  leased  premises  from the leased
premises (i) whenever Lender,  in its sole discretion,  believes such removal is
necessary to protect Lender's  interest in Lender's  Collateral or (ii) whenever
Lender shall seek to sell or foreclose upon Lender's  Collateral;  and (b) shall
have  access to the  leased  premises  and  Lender's  Collateral  at all  times.
Landlord  grants to Lender a  license  to enter  onto the  leased  premises  and
consents and agrees that Lender and/or its  representatives or agents may at any
time enter onto the leased  premises  to inspect  Lender's  Collateral,  to take
possession  of  Lender's  Collateral  and to  remove  any  or  all  of  Lender's
Collateral  from the leased  premises or exhibit for sale and/or  conduct one or
more sales of Lender's Collateral on the leased premises,  and Landlord will not
in any manner hinder,  interfere  with or prevent any of the  foregoing.  Lender
agrees to repair any damage caused by Lender or its agents or representatives as
a direct  result of any such  removal  of  Lender's  Collateral  from the leased
premises by Lender or its agents or  representatives.  During any possession and
occupancy  of the leased  premises by Lender,  Lender's  obligation  to Landlord
shall  include only the  obligation  to pay the rental that accrues  during such
period of possession and occupancy if and to the extent that Tenant has not paid
such  rental.  Lender  shall have no  obligation  to cure any defaults of Tenant
under the lease.  If at any time,  from time to time,  Landlord  ever comes into
possession  or control  of any  proceeds  of any of  Lender's  Collateral,  such
proceeds  shall be held by Landlord  in trust for the benefit of Lender,  to the
extent  of its  interest  therein,  and the  same  shall  forthwith  be paid and
delivered to Lender.

     (5) All terms and  provisions  of clauses (1),  (2), (3), and (4) preceding
shall enure to the benefit of Lender.  Landlord  shall,  upon request by Tenant,
deliver to Lender a subordination agreement executed by Landlord consistent with
clause (4) and otherwise in a form  reasonably  acceptable to Lender pursuant to
which Landlord  subordinates  any security  interest or lien held by Landlord in
any personal  property of Tenant located on the leased  premises to any security
interest or lien then held by Lender.

     (6) In the event any other  provision  of this lease  shall be in  conflict
with the  provisions  of this Section 31, the  provisions  of this Section shall
control.

     32. WAIVER.  One or more waivers of any provision of this lease by Landlord
shall not be construed as a waiver of a subsequent breach of the same provision,
and the Landlord's  consent or approval to or of any act by the Tenant requiring
such consent or approval shall not be deemed to waive or render  unnecessary the
Landlord's  consent  or  approval  to or of any  subsequent  similar  act by the
Tenant.

     33.  NOTICES.  Any and all notices or demands  required or  permitted to be
given  hereunder  shall be deemed to be properly served if sent by registered or
certified  mail,  postage  prepaid,  addressed  to the  Landlord  at ILC at 5000
Tremont  Avenue,  Suite 400B,  Davenport,  LA 52807, or at such other address or
addresses as either party may hereafter  designate in writing to the other.  Any
notice or demand so mailed  shall be  effective  for all purposes at the time of
deposit thereof in the United States mail.

     34. NO OTHER AGREEMENTS.  This lease contains the entire  understanding and
agreement of the parties, supersedes all prior understandings and agreements and
cannot be revised,  adjusted or modified  unless in writing  signed by the party
against whom the same is to be enforced.

     35.  INDEMNIFICATION.  Except for claims  arising out of acts caused by the
affirmative  negligence  of  Landlord  or  its  representatives,   Tenant  shall
indemnify  and defend  Landlord and the leased  premises,  at Tenant's  expense,
against all  claims,  expenses  and  liabilities,  including  but not limited to
reasonable  attorney's fees incurred in successfully  pursuing any of Landlord's
legal  remedies  hereunder or in defending  itself in legal  proceedings  of any
kind,  arising from (a) failure of Tenant to perform any covenant required to be
performed by Tenant  hereunder;  (b) any accident,  injury or damage which shall
happen  in or about  the  leased  premises,  or  resulting  from the  condition,
maintenance or operation by Tenant of the leased premises; (c) failure to comply
with any requirements of any governmental  authority;  (d) any mechanics lien or
security  agreement  filed  against  the leased  premises  or any  equipment  or
material  therein;  and (e) any act or  negligence  of Tenant,  or its  assigns,
contractors, employees or licensees.

     36.  APPLICABLE  LAW. This Agreement shall be governed by,  construed,  and
interpreted in accordance with the laws of the State of
Iowa.

     37. EXPLANATORY  PROVISIONS.  The provisions of this lease shall be binding
upon,  inure to the  benefit of any apply to the  respective  heirs,  executors,
administrators,  successors  and assigns of the parties  hereto.  The  masculine
pronoun,  whenever used, shall include the feminine and neuter, and the singular
shall  include the plural.  Headings are given to the  paragraphs  of this lease
solely as a convenience to facilitate reference and shall not be deemed material
or relevant to the construction of the lease or any provision thereof.

     IN WITNESS WHEREOF, the parties hereto have executed this lease on the date
first above written.


                LANDLORD:  Investment Lease Corporation

                By:
                   --------------------------------------------------
                         David L. McAnally
                         (Title) President

                Date
                    -------------------------------------------------


                           TENANT: iPCS Wireless, Inc.

                 By:
                    --------------------------------------------------

                 (Title)
                        ----------------------------------------------

                 Date
                     -------------------------------------------------



<PAGE>



                                 LEASE AMENDMENT
                                    iPCS/ILC
                               5000 Business Park
                                  5000 Tremont
                                  Building 300
                               Suites 302 and 303


     THIS LEASE AMENDMENT ("Agreement") is made and entered into this 4th day of
October,   2000,  (the  "Effective  Date")  by  and  between   Investment  Lease
Corporation ("ILC"  hereinafter  called  "Landlord") and iPCS Wireless,  Inc., a
Delaware  corporation  (hereinafter called "Tenant")  (hereinafter  collectively
referred to as "Parties"), with reference to the following facts:

     WHEREAS,  on August  17,  2000,  a  certain  Lease  Agreement  (hereinafter
referred to as the  "Existing  Lease") was entered into by and between  Landlord
and Tenant,  covering the suites at 5000 Business  Park,  5000 Tremont  Building
300,  suites 302 & 303 to be occupied by Tenant upon  completion of construction
of (the "Leased  Premises"),  the Leased  Premises also being fully described in
the Existing Lease, reference to which is here made for all purposes; and

     WHEREAS,  the Parties wish to amend the Existing Lease in order to evidence
certain additional agreements between Landlord and Tenant:

         THEREFORE, in consideration of the mutual covenants contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged, Landlord and Tenant hereby agree as follows:

     1. The term the  Lease is  hereby  to begin on  October  5,  2000,  or upon
signature of said Amendment. Rent shall be prorated.

     2. Landlord hereby grants to Tenant the  opportunity to begin  construction
of suite interiors upon completion of signatures on this Amendment. Tenant shall
complete  all  interior  construction  as per  Tenants  specifications  with the
approval of Landlord. Said approval shall not be unreasonably withheld.

     3. Tenant shall also return space to  shell/vanilla  box (white walls,  all
equipment removed,  concrete floor exposed any carpet and parameter offices left
per approval  with  Landlord)  finish upon  expiration of Lease  Agreement  upon
moving from suite.  Landlord  shall  approve said finish prior to  expiration of
Lease Agreement.

     4.  Contractor  for  Tenant  shall  abide  by  all  Rules  and  Regulations
established by the Business Park for the operation of a contractor.

     5. Landlord  requires of Tenants  Contractor a  damage/security  deposit of
$10,000.00,  which shall be held in escrow until  contractor  has  completed the
construction  of Suites 302 & 303 and has removed all of his  equipment and left
the Business Park in the same condition as the  Contractor  entered the Business
Park  and  provided  nothing  has  been  destroyed.  Payment  is  due  prior  to
Contractors entrance into the facility.

     6.  Landlord  shall  provide to Tenant a check in the amount of  $31,000.00
upon  occupancy and  completion of  construction  as a  construction  credit for
Tenant.  This amount  represents the Landlord's  budgeted  contribution  for the
completion of the space.

     This  Agreement is intended to amend the  provisions of the Existing  Lease
only to the extent  expressly  set forth  above.  All of the  terms,  covenants,
provisions,  and  conditions  set forth in the  Existing  Lease are ratified and
confirmed except as expressly  modified by this Agreement.  This Agreement shall
be binding upon and shall inure to the benefit of the respective  successors and
assigns of Landlord and Tenant.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Lease Amendment
as of the Effective Date.

                            LANDLORD:  Investment Lease Corporation

                By:
                   --------------------------------------------------

                (Title)
                        ----------------------------------------------

                Date
                    -------------------------------------------------


                           TENANT: iPCS Wireless, Inc.

                 By:
                    --------------------------------------------------

                 (Title)
                        ----------------------------------------------

                 Date
                     -------------------------------------------------






<PAGE>







                                 LEASE AMENDMENT
                                    FOR iLPCS
                              LEASE AGREEMENT DATED
                                 AUGUST 17, 2000

LANDLORD:                  INVESTMENT LEASE CORPORATION (ILC)


TENANT:                    IPCS WIRELESS, INC.

     EXTENSION OF LEASE  AMENDMENT,  effective as of the 4th day of June,  2002,
between   INVESTMENT  LEASE   CORPORATION   (ILC)  (hereafter   referred  to  as
"LANDLORD"), and ILPCS WIRELESS, INC. (hereinafter referred to as "TENANT").

     WHEREAS, the original Lease Agreement dated August 17, 2000, by and between
Landlord  and Tenant,  shall,  by this  Extension  between  Landlord and Tenant,
continue to be in full force and effect; and,

     WHEREAS,  Landlord  and  Tenant  desire to amend the terms of the  original
Lease Agreement dated August 17, 2000:

         NOW, THEREFORE, Landlord and Tenant agree as follows:

     1.  INCORPORATION OF ORIGINAL LEASE AMENDMENT.  Attached hereto, and marked
"Exhibit     A",     is    a    true    copy    of    the     original     Lease
-------------------------------------------  Agreement  dated  August 17,  2000.
Said Lease Agreement remains in full force and effect,  except for the following
amendments and revisions:

     Tenant  agrees to Lease Suite 301 (the  "Additional  Space")  consisting of
4,189 square feet, in addition to the space already committed to in the attached
Lease Agreement.  The terms and conditions of the Lease Agreement are amended to
and the following provisions relating to, and only to, the "Additional Space".

     Lease Term: The Initial Term for the  "Additional  Space" shall be 5 years,
to begin July 15, 2002 and end on May 31, 2007.  Renewals shall run  consecutive
to the Attached Lease Agreement dated August 17, 2000.

     LEASE RATE: For the "Additional Space", (4,189 sq. ft.)

     "RENT", will reflect the rental, due as follows:

   YEARS             ANNUAL RENT                    MONTHY         PER SQ FT.
   -----------------------------------------------------------------------------

  Year 1          $34,559.28                 $2,879.94               $8.25
  Year 2          $36,653.76                 $3,054.48               $8.75
  Year 3          $38,748.24                 $3,229.02               $9.25
  Year 4          $40,842.72                 $3,403.56               $9.75
  Year 5          $41,890.00                 $3,490.84              $10.00

     Tenant shall be given the Certificate of Occupancy issued upon the original
completion of said  Additional  Space upon  signature of this  document.  Tenant
shall begin Rental Payment on July 1, 2002.


     CAM (common area maintenance  charges) current budget estimate is $2.00 per
square foot. The terms and conditions of payment of this  additional  charge are
part of the Original Lease Agreement attached as Exhibit "A".


     All other terms and conditions of the original Lease Agreement dated August
17, 2000, shall remain as originally stated.


     OPTION: Tenant shall have an option to extend this lease from 2007-2012 and
from 2012-2015 when the master Lease Agreement expires.


     OPTION  RENTS:  Tenant  shall have the option to renew this lease under the
following terms and conditions:

 YEARS               ANNUAL RENT                  MONTHY            PER SQ. FT.
 -------------------------------------------------------------------------------

 6, 7, 8             $42,937.32                $3,578.11             $10.25
 9, 10, 11           $46,791.12                $3,899.26             $11.17
 12, 13, 14, 15      $50,268.00                $4,189.00             $12.17

     Tenant  agrees  that is renting the  Additional  Space on an "as is" basis;
providing  however that the Landlord  represents  and warrants that the existing
HVAC and plumbing  system shall be in good working  order for twelve (12) months
from  the date on which  Tenant  begins  occupancy  of the  "Additional  Space".
Provided Tenant does not make any  modifications  to existing systems during its
remodeling  process.  (other  than  changes in the  distribution,  supplies  and
returns)


     Landlord  acknowledges and agrees that Tenant may make modifications to the
premises leased un the Lease Agreement and the Additional  Space as described in
Exhibit A attached herein.


     This Amendment is agreed to and accepted as of the date above.


     As  previously  provided  on the  attached  Lease  Agreement  a copy of the
corporate  resolution  shall be  included  to verify  the  signature  of Tenants
representative on the signature line.


TENANT:                                      LANDLORD:


IPCS                                        INVESTMENT LEASE CORPORATION


By: ----------------------------------      By:---------------------------------
It's:---------------------------------      It's:-------------------------------



<PAGE>



                                    Exhibit 1
                                   Floor Plan



<PAGE>



                                    Exhibit 2
                                Construction Plan