<PAGE>
  Exhibit 10.22


                                     LEASE


     THIS LEASE is made and executed this 5th day of May,  2000,  between BARDEN
ASSOCIATES I, L.L.C., a Michigan  limited  liability  company,  of 4380 Brockton
Dr.,  Grand Rapids,  Michigan  49512,  as  "Landlord",  and ILLINOIS PCS LLC, an
Illinois  limited  liability  company,  of 373 Prarie Knoll  Drive,  Naperville,
Illinois, 60565 ("Tenant").

1. Leased  Premises.  Landlord is the owner of the real property located at 4717
Broadmoor,  SE,  in the  City  of  Kentwood,  Kent  County,  Michigan  and  more
particularly  described on attached Exhibit A (the "Property") on which Landlord
has constructed a single story building (containing  approximately 51,000 square
feet of floor  area)  (the  "Building")  and  other  related  improvements  (the
"Improvements"). Landlord LETS AND LEASES to Tenant, and Tenant HIRES AND LEASES
from  Landlord,  that portion of the Building,  containing  approximately  5,100
square feet of floor area,  more  particularly  described on attached  Exhibit B
(the "Leased  Premises"),  at the rents and under the terms and  conditions  set
forth in this Lease.

2. Purpose of  Occupancy.  Tenant  shall occupy and use the Leased  Premises for
office  and  warehousing  purposes  in  connection  with its  telecommunications
business  and for any  related  purpose,  but for no other  purpose  without the
written consent of Landlord,  which consent shall not be unreasonably  withheld.
The Leased  Premises  shall not be used for any purpose  which would violate any
law, ordinance, rule or regulation applicable to the Building, nor in any way to
create  any  nuisance  or  trespass,  nor in any way to  violate  the terms of a
standard  form policy of insurance  or increase the rate of insurance  under any
such policy of insurance on the Building or the Leased Premises.

3. Term of Lease; Renewal Term. The term of this Lease shall commence on May 15,
2000, and shall continue for ten (10) years thereafter  unless sooner terminated
as provided in this Lease.  Tenant's  taking  possession of the Leased  Premises
shall  constitute  Tenant's  acceptance of the Leased  Premises in their "as is"
condition,  subject only to the other terms and conditions of this Lease. At the
request of Landlord, Tenant shall execute and deliver to Landlord the Acceptance
of Premises form attached to this Lease as Exhibit D.

     Provided  Tenant is not then in  default in the  performance  of any of its
covenants and agreements  under this Lease,  Tenant may renew this Lease for two
(2)  additional  five (5) year  terms,  upon the same  terms and  conditions  as
provided in this Lease  except as to rent which shall be adjusted as provided in
Paragraph 4, below. In order to exercise such renewal rights, Tenant shall serve
Landlord with written notice of Tenant's election to renew not less than six (6)
months prior to the end of the term of this Lease or each renewal  term,  as the
case may be.

4.  Rent.  Tenant  covenants  and agrees to pay  Landlord  as rent for the lease
premises during the term of this Lease and any ---- renewal term as follows:

(a)  Base Rent.  As Base Rent,  Tenant  shall pay an amount equal to Thirty Five
     Thousand Seven Hundred Sixty and 00/Dollars  ($35,760.00) per year, payable
     in  equal  monthly   installments  of  Two  Thousand  Nine  Hundred  Eighty
     00/Dollars  ($2,980),  subject,  however,  to adjustment as provided  under
     Paragraph 4(b),  below. Base Rent shall be paid in advance on the first day
     of each month during the term and any renewal term of this Lease; provided,
     however,  that Base Rent for the first full month of the term of this Lease
     shall be paid upon the execution of this Lease.  Moreover, in the event the
     Commencement  Date is any day other  than the first day of a month,  Tenant
     shall pay to Landlord on the  Commencement  Date a prorated  portion of the
     monthly  Base Rent for the period from the  Commencement  Date to the first
     day of the following month.

(b)  CPI  Adjustments.  The Rent paid by Tenant  shall be adjusted  upward,  but
     never downward,  effective as of the first ----------------  anniversary of
     the  Commencement  Date (or the first day of the thirteenth month after the
     Commencement  Date in the event the Commencement  Date is a date other than
     the  first  day of a  calendar  month)  and on the  same  day of each  year
     thereafter  during the term and any  renewal  term of this Lease to reflect
     the increase,  if any, in the Consumer  Price Index (All Cities,  All Urban
     Consumers, All Items, 1982-1984=100)  (subsequently referred to as "CPI-U")
     or its successor  Consumer  Price Index,  as published by the United States
     Bureau of Labor Statistics.  This adjustment shall be computed by adding to
     the Base Rent an amount  determined as follows:  (i) the CPI-U index number
     for second month preceding the  Commencement  Date ("Initial Index Number")
     shall be  subtracted  from the CPI-U  index  number  for the  second  month
     immediately  preceding the effective  date of increase;  (ii) the resulting
     amount  shall be  divided by the  Initial  Index  Number  and  reduced to a
     decimal equivalent;  (iii) the resulting decimal shall be multiplied by the
     Base Rent. In no event, however,  shall the Rent increase by more than four
     percent (4%) per year on a cumulative  basis. The Rent, as adjusted,  shall
     be paid in equal monthly installments as provided in Paragraph 4(a), above.

     If the CPI-U is  changed so that the base year  differs  from that used for
     the Initial Index Number,  the CPI-U shall be converted in accordance  with
     the conversion  factor published by the United States  Department of Labor,
     Bureau of Labor Statistics.  If the CPI-U is discontinued or revised during
     the term of this Lease or any renewal term, such other  government index or
     computation  with  which it is  replaced  shall be used in order to  obtain
     substantially  the same  results as would be  obtained if the CPI-U had not
     been discontinued or revised.

(c)  Landlord  Improvement  Rent.  In  addition  to Rent,  Tenant  shall  pay to
     Landlord as Landlord  Improvement Rent an amount determined as follows: The
     amount by which the total cost to Landlord for all Landlord Improvements to
     the Leased  Premises  exceeds  $__________  shall be amortized on a monthly
     basis  over the  initial  ten (10)  year  term of the  Lease at the rate of
     __________ percent (__) per annum and paid monthly on the first day of each
     month during the initial term of this Lease.

(d)  Payment.  The monthly installments of rent and all other sums payable under
     this Lease by Tenant  shall be paid to Landlord at  Landlord's  address set
     forth  above,  or at such other  address as Landlord  may direct by written
     notice, without setoff, counter claim, recoupment, abatement, suspension or
     deduction.

5. Taxes and Special  Assessments.  Landlord  shall pay and  discharge  all real
property  taxes and special  assessments  which may be levied against all or any
portion  of the  Property,  Building  and  Improvements  during the term of this
Lease.  Tenant shall pay and discharge all personal  property taxes which may be
levied against its furniture,  equipment and other personal  property located on
the Leased Premises.

6.  Insurance and  Indemnity.  Landlord  shall keep the  Property,  Building and
Improvements insured against the following: -----------------------

(a)  loss or damage by fire and those risks  covered by  "extended  coverage" as
     provided in a Michigan  standard fire insurance policy in the amount of the
     full replacement cost of the Building and Improvements.

(b)  public  liability and property  damage  insurance with coverage of at least
     One Million Dollars ($1,000,000.00) on a combined single limit basis.

     All such policies of insurance  shall be payable to Landlord or as Landlord
     specifies.  Tenant  shall  indemnify  Landlord  against  and save  Landlord
     harmless  from any  liability  or claim for  damages  which may be asserted
     against Landlord by reason of any accident or casualty  occurring in, on or
     about the Leased  Premises  or  otherwise  arising  from  Tenant's  use and
     occupancy of the Leased  Premises  except such as arise from the negligence
     of Landlord, its agents or employees.

     Tenant,  at its expense,  shall keep all of its furnishings,  equipment and
     other  personal  property  located on the  Leased  Premises  fully  insured
     against  loss or  damage  by fire and  those  risks  covered  by  "extended
     coverage" as provided in a Michigan  standard fire insurance  policy.  Such
     policy of  insurance  shall be  payable  to Tenant or as Tenant  specifies.
     Tenant hereby  releases  Landlord from any and all liability for any damage
     to or loss of such personal  property from any cause  whatsoever  except to
     the extent such loss or damage is the result of the negligence of Landlord,
     its agents or employees and is not otherwise covered by insurance  required
     to be carried by Tenant under this Lease.

7. Waiver of  Subrogation.  Each policy of insurance  authorized  or required of
either party under this Lease shall contain a clause or endorsement  under which
the insurer waives all right of subrogation  against the other party, its agents
and employees with respect to losses  payable under such policy,  and each party
hereby  waives all right of recovery it might  otherwise  have against the other
party,  its agents and employees for any loss or injury which is covered by such
a policy of insurance,  notwithstanding that such loss or injury may result from
the negligence or fault of such other party, its agents and employees.

8. Utilities.  Tenant shall pay all charges for utility services provided to the
Leased Premises,  which are separately  metered.  Landlord shall pay all charges
for all other utility services necessary for the reasonable use and operation of
the Leased  Premises and the Building and  Improvements.  Landlord  shall not be
liable in damages or otherwise for any interruptions or failure in the supply of
any utilities or utility  service to the Leased  Premises except such failure or
interruption  which  results  from the  negligence  of  Landlord,  its agents or
employees.

9. Maintenance and Condition of Leased Premises.  Tenant, at its expense,  shall
keep the interior of the Leased  Premises in good  maintenance,  condition,  and
repair, reasonable wear and tear excepted,  including,  without limitation,  the
maintenance, repair and replacement of all HVAC, plumbing and electrical systems
serving  the Leased  Premises,  and perform  all other  maintenance,  repair and
replacement  upon the Leased Premises,  the Property,  Building and Improvements
necessitated  by the acts or  neglects  of  Tenant,  its  agents,  employees  or
invitees.  All  other  necessary  maintenance,  repair  and  replacement  of the
structural components of the Property, Building and Improvements,  including the
roof,  exterior  walls and  foundation,  and the  Common  Areas (as  defined  in
Paragraph  16,  below) shall be performed  by  Landlord.  Tenant shall  promptly
notify Landlord in writing of any defective condition known to it which Landlord
is required to repair or replace and failure to so report such defect shall make
Tenant  responsible to Landlord for any  additional  loss or aggravation of loss
incurred by Landlord by reason of Tenant's failure to notify Landlord.

Tenant shall keep the Leased Premises in a neat and clean  condition,  shall not
allow refuse to accumulate, and shall conduct its business in such a manner that
the risk of fire to the Leased Premises shall not be increased beyond the hazard
normal and usual for its type of business.

10.  Alterations.  Tenant  shall not make or permit to be made any  alterations,
additions or improvements in, upon or to the Leased Premises, or any part of the
Leased  Premises,  without the prior written  consent of Landlord.  In the event
such consent is obtained, all such alterations,  additions or improvements shall
be  performed  at the  expense  of Tenant in a good,  workmanlike  manner and in
accordance   with  all  applicable   laws  and  building  codes  and  plans  and
specifications  approved by Landlord.  Tenant  shall not allow any  construction
liens to attach to the Leased Premises or the Property, Building or Improvements
in connection  with any such  alteration,  and the failure of Tenant to have any
such lien released within ten (10) days after written notice from Landlord shall
constitute  a default  under this Lease.  In addition,  Tenant shall  indemnify,
defend and hold Landlord  harmless from any and all costs and expenses  incurred
by Landlord in  connection  with such  construction  liens,  including,  without
limitation,  attorneys fees and costs of litigation. All alterations,  additions
or  improvements  (except trade  fixtures) so made and installed by Tenant shall
become  part of the realty,  shall  become the  property  of Landlord  and shall
remain for the benefit of Landlord at the end of the term or other expiration of
this Lease in as good condition as they were when installed, reasonable wear and
tear  excepted;  provided,  however,  that  any  such  alteration,  addition  or
improvement  remaining at the end of the term or other expiration of this Lease,
shall upon demand made by Landlord,  be removed by Tenant,  at Tenant's expense,
and Tenant shall repair any damage caused by such removal,  restoring the Leased
Premises to their condition prior to the making of such alteration,  addition or
improvement.

11.  Performance  by  Landlord.  In the event Tenant fails to perform any of its
covenants and  agreements as set forth in this Lease and such failure  continues
for a period of ten (10) days after written notice from Landlord (except that no
such notice shall be required in emergency situations),  Landlord shall have the
option to  undertake  such  performance  for Tenant,  and the costs and expenses
reasonably  incurred by Landlord by reason of such undertaking  shall be due and
payable forthwith by Tenant to Landlord as additional rent under this Lease.

12.  Compliance with Public Authority  Requirements.  Tenant agrees,  at its own
expense,  to promptly comply with all  requirements  of any legally  constituted
public  authority made  necessary by reason of Tenant's  occupancy of the Leased
Premises,  including,  without limitation,  the Americans with Disabilities Act.
Landlord shall deliver space as of the Commencement Date in full compliance with
all  requirements  legally  constituted  public  authority,   including  without
limitation, the Americans with Disability Act.

13. Hazardous Materials.

(a)  Definitions.  For purposes of this Lease, the terms  "Hazardous  Materials"
     and "Relevant Environmental Laws" shall be defined as follows:

     (i)  "Hazardous  Materials"  shall mean all  solids,  liquids  and  gasses,
          including but not limited to solid waste,  asbestos,  crude  petroleum
          and petroleum fractions, toxic chemicals,  polychlorinated biphenyl's,
          paint containing lead, volatile organic chemicals, chlorinated organic
          compounds,  and urea formaldehyde foam insulation,  which are governed
          or regulated by Relevant Environmental Laws.

     (ii) "Relevant  Environmental Laws" shall include but not be limited to all
          federal,   state  or  local  laws,  rules,   regulations,   orders  or
          determinations  established or issued by any judicial,  legislative or
          executive body, of any governmental or quasi-governmental entity which
          govern or regulate the existence,  storage,  use, disposal, or release
          of any solid,  liquid or gas on, in or under the Leased  Premises,  or
          which  govern or regulate  the  environmental  effect of any  activity
          currently or previously conducted on the Leased Premises.

(b)  Tenant's  Obligations;  Indemnification.  Tenant  shall  not,  nor shall it
     permit its employees,  business  invitees,  contractors  or  subcontractors
     (collectively  "Tenant's  Agents"),  to bring upon,  keep,  store,  use, or
     dispose  of any  Hazardous  Materials  on, in,  under,  or about the Leased
     Premises, the Property,  Building or Improvements or any adjacent property,
     except for the following:  (i) gas,  diesel fuel,  oil, and other petroleum
     products and petroleum  by-products which drip in normal amounts from motor
     vehicles on parking and maneuvering  areas  surrounding the Building;  (ii)
     Hazardous  Materials  contained  within Tenant's  products,  equipment,  or
     inventory (including,  but not limited to oxygen, hydrogen and hydrochloric
     acid) and which do not pose any  significant  threat of being released into
     the  environment;  or (iii) general  office  supplies  (including,  without
     limitation,  ordinary  cleaning  chemicals  and  solutions)  used for their
     intended purpose and not posing any significant  threat of contamination of
     the  Leased  Premises,  the  Building,  the  Improvements  or any  adjacent
     property. Tenant shall cause the presence, use, storage, and/or disposal of
     any Hazardous  Materials on, in, under, or about the Leased  Premises,  the
     Property,  Building or Improvements  or any adjacent  property by Tenant or
     Tenant's  Agents to be in complete  compliance  with all  applicable  laws,
     rules, regulations, orders, and the like (the "Environmental Laws"). Tenant
     shall  defend,  indemnify,  protect,  and hold  Landlord  harmless from and
     against all claims,  costs, fines,  judgments,  and liabilities,  including
     attorneys'  fees  and  costs,  arising  out of or in  connection  with  the
     presence,  storage,  use, or disposal of Hazardous Materials in, on, under,
     or about the Leased Premises, the Property, Building or Improvements or any
     adjacent  property caused by the acts,  omissions,  or negligence of Tenant
     and/or Tenant's Agents.  Tenant's  obligations  hereunder shall survive the
     termination of this Lease.

(c)  Landlord's  Obligations;  Indemnification.  Neither Landlord nor Landlord's
     employees,   business  invitees,  agents,  contractors,  or  subcontractors
     (collectively  "Landlord's  Agents") shall bring upon, keep, store, use, or
     dispose  of any  Hazardous  Materials  in, on,  under,  or about the Leased
     Premises,  the Property,  Building or Improvements or any adjacent property
     except in complete  compliance with all Environmental  Laws. Landlord shall
     indemnify,  defend,  protect,  and hold Tenant and Tenant's Agents harmless
     from  and  against  any  and  all  claims,  costs,  fines,  judgments,  and
     liabilities,  including  attorney  fees  and  costs,  arising  out of or in
     connection with the presence of Hazardous Materials in, on, under, or about
     the Leased Premises, the Property, Building or Improvements or any adjacent
     property upon the date this Lease commences or introduced in, on, under, or
     about the Leased  Premises,  the Property,  Building or Improvements or any
     adjacent property subsequent to commencement of this Lease due to the acts,
     omissions,  or  negligence  of Landlord or  Landlord's  Agents.  Landlord's
     obligations hereunder shall survive the termination of this Lease.

14. Damage to Leased  Premises.  In the event the Leased Premises are damaged by
fire,  the  elements,  act of God,  or other  cause to such extent that they are
rendered untenantable by Tenant, and in the event Landlord elects not to rebuild
the Leased  Premises as they existed prior to the damage or in some other manner
satisfactory to Tenant,  then Landlord,  within thirty (30) days of the date the
damage occurred, shall notify Tenant in writing of such election, and this Lease
shall be canceled as of the date the damage  occurred,  and  Landlord and Tenant
shall  have no further  obligations  by reason of its  provisions.  In the event
Landlord  elects to rebuild  the Leased  Premises as they  existed  prior to the
damage or in some other  manner  satisfactory  to Tenant,  then  Landlord  shall
commence such rebuilding  within thirty (30) days of the date of such damage and
shall  continue  and complete  such  rebuilding  as promptly as  possible.  Upon
completion  of such  rebuilding,  this Lease shall be  reinstated  in all of its
terms; provided, however, the rent shall abate in full during the period of such
rebuilding.

In the event the Leased  Premises  are not  damaged to such extent that they are
rendered  wholly  untenantable  by Tenant,  then Tenant shall continue to occupy
that portion of the Leased Premises which are  tenantable,  the rent shall abate
proportionately  to the portion  occupied,  and Landlord shall promptly commence
and complete repairs to the portion damaged.

In no event and under no  circumstances  shall  Landlord be liable to Tenant for
any loss  occasioned  by  damage  to the  Leased  Premises,  other  than for the
abatement  of rent as provided  in this  Paragraph  14,  except to the extent of
property  damage  resulting  from the  negligence  of  Landlord,  its  agents or
employees which is not otherwise covered by insurance  required to be carried by
Tenant under this Lease. Under no circumstances  shall there be any abatement of
rent under this  Paragraph 14 if the damage to the Leased  Premises is caused by
the acts or negligence of Tenant, its agents, employees or invitees.

15. Eminent Domain.  In the event that the whole of the Leased Premises shall be
taken or condemned for any public or quasipublic use or purpose by any competent
authority in appropriation  proceedings or by any right of eminent domain,  then
this Lease  shall  terminate  as of the date title vests in the  condemnor,  all
rents and other  payments shall be paid up to that date, and Landlord and Tenant
shall have no further obligations by reason of the provisions of this Lease.

In the event  that less than the  whole of the  Leased  Premises  is so taken or
condemned,  then  Landlord  shall  have the right to  terminate  this Lease upon
written notice to Tenant given at least thirty (30) days prior to the date title
vests in the  condemnor,  and this Lease  shall  terminate  as of the date title
vests in the  condemnor,  all rents and other payments shall be paid up to date,
and  Landlord  and Tenant  shall have no  further  obligations  by reason of the
provisions  of this  Lease.  In the  event  that  Landlord  does not elect to so
terminate this Lease,  Landlord,  to the extent of the condemnation award, shall
repair and restore the  portion not  affected by the taking so as to  constitute
the remaining premises a complete architectural unit. Thereafter, the rent to be
paid by Tenant shall be adjusted proportionately according to the ratio that the
floor area  remaining in the Leased  Premises  bears to the former floor area in
the Leased  Premises,  and all of the other terms of this Lease shall  remain in
full force and effect.

Tenant shall have no interest in any award  resulting from any  condemnation  or
eminent  domain or similar  proceedings  whether such award be for diminution in
value to the leasehold or to the fee of the Leased Premises,  except that Tenant
shall be entitled to claim,  prove and receive in such proceedings such award as
may be allowed  it for loss of  business,  relocation,  and for  Tenant's  trade
fixtures and personal  property  which are removable by Tenant at the end of the
term of this  Lease,  provided  such award shall be in addition to the award for
land, buildings and other improvements.

16. Parking and Common Areas.  Tenant shall have the right to use the driveways,
walkways  and  parking  areas  located  adjacent to the  Building  (collectively
"Common  Areas")  in common  with  other  occupants  of the  Building.  Landlord
reserves the right in its  absolute  discretion  to modify,  change or alter any
Common Area  provided such change or alteration  does not  materially  alter the
amount of available parking space or the accessibility of the Leased Premises.

17. Defaults of Tenant.  The following  occurrences  shall be deemed defaults by
Tenant:

(a)  Tenant shall fail to pay when due any rent or other sum payable  under this
     Lease and such failure  continues  for five (5) days after  written  notice
     from Landlord.

(b)  Tenant shall  abandon or vacate the Leased  Premises  before the end of the
     term or before the end of any renewal  term of this Lease;  or Tenant shall
     make a general  assignment for the benefit of creditors or become  bankrupt
     or  insolvent,  or file or have filed against it in any court a petition in
     bankruptcy or insolvency or for  reorganization or for the appointment of a
     receiver or trustee.

(c)  Tenant  shall be in breach of any other  obligation  under this Lease,  and
     such breach shall  continue for thirty (30) days after written  notice from
     Landlord.

18. Remedies of Landlord. In the event of default by Tenant, Landlord shall have
the  following  rights and remedies in addition to all other rights and remedies
otherwise available to Landlord:

(a)  Landlord shall be entitled to immediately accelerate upon written notice to
     Tenant the full balance of the rent payable for the  remainder of the term,
     or renewal term,  of this Lease;  provided,  however,  such amount shall be
     reduced to present  value as of the date of payment  based on interest rate
     of seven percent (7%) per annum.

(b)  Landlord  shall have the right to terminate  this Lease upon written notice
     to Tenant without  prejudice to any claim for rents or other sums due or to
     become due under this Lease.

(c)  Landlord  shall have the  immediate  right of  re-entry  and may remove all
     persons and property from the Leased Premises. Such property may be removed
     and stored at the cost of Tenant.  Should  Landlord  elect to  re-enter  as
     herein  provided,  or should  Landlord  take  possession  pursuant to legal
     proceedings,  Landlord  may either  terminate  this Lease or,  from time to
     time, without terminating this Lease, relet the Leased Premises or any part
     thereof for such term or terms  (which may be for a term  extending  beyond
     the term of this  Lease) and at such  rental or rentals and upon such other
     terms and conditions as Landlord,  in the exercise of its sole  discretion,
     deems  advisable,  with the right to make  alterations  and  repairs to the
     Leased Premises. Upon each such reletting,  (i) Tenant shall be immediately
     liable to pay to Landlord,  in addition to any indebtedness other than rent
     due  hereunder,  the cost and  expense  of such  reletting  and of any such
     alterations and repairs  incurred by Landlord,  and the amount,  if any, by
     which the rent  reserved in this Lease for the period of the  reletting  as
     accelerated  under  Subparagraph (a) of this Paragraph,  exceeds the amount
     agreed to be paid for rent for the Leased Premises by the reletting Tenant;
     or (ii) at the option of  Landlord,  rents  received by Landlord  from such
     reletting shall be applied first, to the payment of any indebtedness  other
     than rent due hereunder from Tenant to Landlord;  second, to the payment of
     any  costs and  expenses  of such  reletting  and of such  alterations  and
     repairs;  third, to the payment of rent unpaid hereunder;  and the residue,
     if any,  held by Landlord  and  applied in payment of future  unaccelerated
     rent as the same may become due and payable hereunder.

(d)  Landlord may  immediately  sue to recover from Tenant all damages  Landlord
     may incur by reason of Tenant's  default,  including the cost of recovering
     the Leased  Premises,  and  including the rent reserved and charged in this
     Lease  for  the  remainder  of  the  stated  term  as   accelerated   under
     Subparagraph  (a) of this Paragraph,  all of which shall be immediately due
     and  payable  along  with  attorneys'  fees  and  Landlord  shall  have  no
     obligation to relet.

19. Late Charge and Interest for Past Due  Payments.  All  installments  of rent
payable to Landlord under this Lease if not paid within five (5) days after they
become due shall be subject to a late charge  equal to five  percent (5%) of the
installment  amount.  In  addition,  any payment  rent or other  amount due from
Tenant to  Landlord  which is not made  when due under  this  Lease  shall  bear
interest  at the  rate of  eleven  percent  (11%)  per  annum  from  the date of
nonpayment to the date of payment.

20. Legal Expenses. In case suit shall be brought by either party to enforce the
provisions of this Lease,  the prevailing party in such action shall be entitled
to recover all expenses so incurred, including reasonable attorneys' fees.

21. Right of Access. Tenant agrees to permit Landlord, and Landlord's agents, to
inspect or examine the Leased  Premises at any  reasonable  time in a reasonable
manner, at any time for any emergency reason and to permit Landlord to make such
repairs,  decorations,  alterations,  improvements  or  additions  in the Leased
Premises,  as Landlord  may deem  desirable  or  necessary  or which  Tenant has
covenanted  in this  Lease to do but has  failed to do,  without  the same being
construed  as an eviction of Tenant,  in whole or in part,  by reason of loss or
interruption  of the business of Tenant because of the prosecution of such work,
and the rent due under this Lease shall in no way abate while such  decorations,
repairs,  alterations,  improvements  or additions are being made.  Tenant shall
have the right to accompany  Landlord on any such inspections and  examinations,
which shall be scheduled to suit the reasonable convenience of both parties.

Landlord  shall  have the  right  to  enter  upon  the  Leased  Premises  at any
reasonable  time  during the term,  or any renewal  term,  of this Lease for the
purpose of exhibiting the leased  premise to prospective  tenants or purchasers,
provided  advance notice is given to Tenant,  and provided such  exhibitions are
scheduled  to suit the  reasonable  convenience  of both  parties.  For a period
commencing  six (6)  months  prior  to the  termination  of this  Lease  and any
renewals,  Landlord  may also  place  signs in, or upon the Leased  Premises  to
indicate that the same are for rent, which signs shall not be altered,  removed,
obliterated or hidden by Tenant.  Signs  indicating the Leased  Premises are for
sale may be placed on the Leased Premises at any time.

Notwithstanding  the foregoing,  the parties acknowledge and agree that, because
of the nature of Tenant's business,  Landlord shall not have a key to the Leased
Premises and that Landlord shall in all cases, other than emergency  situations,
provide  Tenant  with  reasonable  prior  notice of any  exercise by Landlord of
Landlord's access rights under this Paragraph.

22.  Surrender  of Leased  Premises.  Tenant  covenants  and agrees to surrender
possession of the Leased Premises to Landlord upon the expiration of the term of
this  Lease  or any  renewals  or  extensions  of this  Lease,  or upon  earlier
termination of this Lease,  in as good condition and repair as the same shall be
at the  commencement of the term of this Lease, or as the same may have been put
by Landlord and Tenant during the continuance of this Lease and any renewals, or
extensions,  ordinary wear and tear excepted.  In addition,  Tenant shall remove
all of its property from the Leased  Premises and shall repair any damage to the
Leased Premises caused by such removal.

Any personal  property of Tenant or of anyone  claiming under Tenant which shall
remain on the Leased  Premises after the expiration or termination of this Lease
shall be deemed to have been  abandoned by Tenant,  and either may be removed by
Landlord as its  property  or may be disposed of in such manner as Landlord  may
see fit, and Landlord shall not be in any way responsible for such property.

23.  Holding Over. In the event Tenant shall  continue to occupy all or any part
of the Leased  Premises after the expiration of the term, or any renewal term of
this Lease with the consent of  Landlord,  such  holding over shall be deemed to
constitute a tenancy from month to month,  upon the same terms and conditions as
are  contained  in this Lease,  except as to term;  provided,  however,  if such
holding over is without Landlord's written consent, Tenant shall pay to Landlord
as rent for each month, or part of a month, that Tenant remains in possession of
the Leased  Premises,  one and one-half  times the monthly rental rate in effect
immediately prior to the date of termination.

24.  Subordination.  This Lease is and shall be subject and  subordinate  to any
mortgage or  mortgages  now in force,  or which shall at any time be placed upon
the Leased  Premises or the Building or any part thereof,  and to each and every
advance  made  pursuant to any such  mortgage.  Tenant  agrees that it will upon
demand  execute  and  deliver  such  instruments  as  shall be  required  by any
mortgagee  or  proposed  mortgagee,  to  confirm  or to effect  more  fully such
subordination of this Lease to the lien of any such mortgage or mortgages,  and,
in the event of the failure of Tenant to execute or deliver any such instrument,
Tenant  hereby   irrevocably   nominates  and  appoints   Landlord  as  Tenant's
attorney-in-fact for the purpose of executing and delivering any such instrument
or instruments  of  subordination.  Tenant's  refusal to execute or deliver such
instrument  shall also entitle  Landlord,  its successors and assigns,  to elect
that this Lease terminate upon the giving of a written notice as provided for in
Paragraph 17(c).

25. Attornment.  In the event any proceedings are brought for the foreclosure of
any mortgage covering the Leased Premises,  or in the event of the conveyance by
deed in lieu of  foreclosure,  or in the event of  exercise of the power of sale
under any such  mortgage,  or in the event of the sale or transfer of the Leased
Premises by Landlord,  Tenant hereby  attorns to the new owner and covenants and
agrees to execute an instrument in writing  reasonably  satisfactory  to the new
owner whereby Tenant  attorns to such successor in interest and recognizes  such
successor as Landlord under this Lease.

26. Sale or Transfer by Landlord.  If Landlord shall sell or transfer the Leased
Premises, Landlord shall be automatically and entirely released of all covenants
and  obligations  under this Lease from and after the date of such conveyance or
transfer,  provided  the  purchaser on such sale has assumed and agreed to carry
out all covenants and obligations of Landlord under this Lease.

27. Quiet  Enjoyment.  On paying the rent and on performing all of the covenants
and  agreements on its part to be performed  under the provisions of this Lease,
Tenant shall peacefully and quietly have, hold and enjoy the Leased Premises for
the term, and for any renewal term, of this Lease without  hindrance by Landlord
or anyone claiming by or through Landlord.

28. Benefit and Obligation.  The benefits of this Lease shall accrue to, and the
burdens  of  this  Lease  shall  be the  liabilities  of,  the  heirs,  personal
representatives, successors and assigns of Landlord and Tenant.

29.  Notices.  All notices  required  under any provision of this Lease shall be
deemed to be properly  served if  delivered  in writing  personally,  or sent by
registered  or certified  mail to each party at their address as stated above or
at such other address as each party shall designate in writing  delivered to the
other party. All mailed notices shall be effective upon mailing.

30. Waiver.  The failure of either party to enforce any covenant or condition of
this Lease shall not be deemed a waiver  thereof or of the right of either party
to enforce each and every covenant and condition of this Lease, and no provision
of this  Lease  shall be deemed to have been  waived  unless  such  waiver is in
writing.  One or more waivers of any covenant or condition by Landlord or Tenant
shall not be construed as a waiver of a subsequent  breach of the same  covenant
or condition  nor shall the  acceptance  of rent or other payment by Landlord at
any time when Tenant is in default under any term, covenant or condition of this
Lease  constitute a waiver of such  default,  nor shall any waiver or indulgence
granted by either party be taken as an estoppel  against the party  granting the
indulgence or waiver.

31. Unenforceability.  In the event any covenant,  term, provision,  obligation,
agreement or condition of this Lease is held to be unenforceable, it is mutually
agreed  and  understood,  by and  between  the  parties  hereto,  that the other
covenants,  terms,  provisions,  obligations,  agreements and conditions  herein
contained shall remain in full force and effect.

32. Captions.  All headings contained in this Lease are intended for convenience
only and are not to be deemed or taken as a summary of the  provisions  to which
they pertain or as a construction thereof.

33.  Governing  Law.  This Lease  shall be  governed by the laws of the State of
Michigan.

34.  Landlord  Improvements.  Prior to the  Commencement  Date,  Landlord  shall
complete the Landlord  Improvement as shown on attached  Exhibit D in accordance
with plans and specifications to be approved by Tenant, which approval shall not
be  unreasonably  withheld or delayed.  In the event  Tenant fails to approve of
such plans and specifications  within _________ (__) days after the date of this
Lease, Landlord shall have the right to terminate this Lease upon written notice
to Tenant.

35.  Additional  Covenants of Tenant.  Tenant shall not perform or permit any of
the  following  acts to be  performed  by Tenant or its  agents,  employees,  or
invitees without the written consent of the Landlord:

(a)  Occupy the Leased  Premises  in any other  manner or for any other  purpose
     than as set forth in this Lease.

(b)  Use or operate any machinery  that, in Landlord's  reasonable  opinion,  is
     harmful to the  Building or  disturbing  to tenants  occupying  other parts
     thereof.

(c)  Use or allow to be used on the Leased  Premises  any  article or  substance
     having an  offensive  odor,  such as, but not  limited  to ether,  naphtha,
     phosphorus,  benzyl, gasoline,  benzene,  petroleum or any product thereof,
     crude  or  refined  earth  or  coal  oils,   flashlight  powder,  or  other
     explosives,  kerosene, camphene, burning fluid or any dangerous,  explosive
     or rapidly burning matter or material of any kind.

(d)      Use electricity in the Leased Premises in excess of the capacity of any
         of the electrical conductors and equipment in or otherwise serving the
         demised premises nor connect any additional fixtures, appliances or
         equipment other than lamps, typewriters, PC type desktop computers and
         similar small offices machines to the Building electric distribution
         system or make any alteration of addition to the electric system of the
         Leased Premises.

36. Signs.  Landlord shall have no obligation to provide any signs for Tenant or
the Leased  Premises.  All signs  placed on the Leased  Premises by Tenant shall
conform to the same  style,  type,  size and quality of other signs in or on the
Building and shall be subject to the approval of Landlord,  which approval shall
not be unreasonably withheld. All signs approved by Landlord shall be erected at
Tenant's sole cost and expense,  and in  compliance  with all  applicable  laws,
ordinances,  codes and regulations. In addition, all such signs shall be removed
by Tenant  upon the  termination  of this  Lease  and all  damages  repaired  at
Tenant's cost and expense.

37.  Security  Deposit.  As  security  for the payment  and  performance  of its
obligations  under this Lease,  Tenant has  deposited  with  Landlord the sum of
$2,980.00  (the  "Deposit").  The  Deposit  shall be held by  Landlord,  and, at
Landlord's  discretion,  applied to the payment of any amount due Landlord  from
Tenant  which  comes  due under  the  terms of this  Lease.  Any such use of the
Deposit by Landlord shall not serve to cure or waive Tenant's default,  and such
default  shall not be deemed cured until the full amount of the Deposit has been
restored to Landlord by Tenant.  Any unexpended  portion of the Deposit shall be
paid over to Tenant within thirty (30) days after the  expiration or termination
of this Lease and the performance by Tenant of all of its obligations under this
Lease.

38.  Entire  Agreement;  Amendment.  This  Lease  contains  all of the terms and
conditions of the agreement of the parties concerning the Leased Premises.  This
Lease may be amended  only by a written  agreement  signed by both  Landlord and
Tenant.

39. Successors and Assigns. Upon written notice,  Landlord and Tenant shall each
be entitled to assign,  sublease or otherwise  transfer all or any part of their
interest in this Agreement, the Property, the Parcel and the Easements from time
to time,  without the other party's consent.  This Agreement shall insure to the
benefit of and be binding upon the heirs, successors and assigns of the parties.
In the event Tenant shall assign this Agreement and shall at any time thereafter
be a tenant or  subtenant  ("Subtenant")  on the Parcel,  whether in relation to
Tenant's  assignee or any successor  thereto,  Landlord,  and any  successors in
interest to  Landlord,  agree they shall  continue to be bound to Tenant as such
Subtenant with respect to any  provisions of this Agreement  intended to benefit
Tenant's  operations of its Tower  Facilities  and the  provisions of Section 41
hereof shall  continue to apply with  respect to Tenant even as such  Subtenant,
and Landlord and any such  successor  shall  provide such written  documents and
assurances thereof as Subtenant or its Lenders shall required from time to time.
Location of Tower shall be approved by Landlord  and Tower shall be  constructed
within the guidelines of the local ordinances. Approval of location shall not be
unreasonably withheld.

40. Waiver of Landlord's  Lien.

(a)  Landlord  waives any lien rights it may have  concerning the Tenant's Tower
     Facilities  which are deemed Tenant's  personal  property and not fixtures,
     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  Tower
     Facilities so Landlord may properly  coordinate  the removal of the Towers.
     Tenant  shall  bring the Tower  area back to its  original  condition  with
     reasonable wear and tear accepted.

(b)  landlord acknowledges that Tenant has entered into a financing arrangements
     including  promissory  notes and financial and security  agreements for the
     financing of the Tenant's Tower Facilities (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 any interest in the  collateral,  as fixtures or otherwise;
     and  (iii)  agrees  that the  Collateral  shall be exempt  from  execution,
     foreclosures,  sale, levy,  attachment,  or distress for any Rent due or to
     become due and 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:

     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 Parcel  pursuant to the terms  hereof,  to Nortel  Networks Inc.
     (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.

     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 of
     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.

     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 reasonable  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 in  Richardson,
     Texas to the  attention  of Charles M. Helm and afford  Lender a period not
     less than 30 days within which to cure such default.

     Landlord hereby agrees that all property of Tenant now or hereafter located
     on  the  Parcel   shall  be  and  remain   personal   property   of  Tenant
     notwithstanding  the manner in which such  property  shall be  attached  of
     affixed to the Parcel. 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  Parcel  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 inevery 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 Parcel 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 Parcel  from the Parcel  (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 parcel
     and Lender's  Collateral at all times.  Landlord grants to Lender a license
     access to the Parcel and Lender's Collateral at all times.

     Landlord  grants to Lender a license to enter onto the Parcel and  consents
     and agrees that Lender and/or its representatives or agents may at any time
     enter onto the Parcel to inspect Lender's Collateral, to take possession of
     Lender's  Collateral and to remove any or all of Lender's  Collateral  from
     the parcel or exhibit for sale and/or conduct one or more sales of Lender's
     Collateral  on the  Parcel,  and  Landlord  will not in any manner  hinder,
     interfere  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 parcel by Lender or its
     agents or  representatives.  During any  possession  and  occupancy  of the
     Parcel 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 for the benefit of Lender, to the extent
     of its interest therein, and the same shall forthwith be paid and delivered
     to Lender.

     (1)  All terms and  provision of clause (1),  (2),  (3), and (4)  preceding
          shall endure 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 Parcel to any  security  interest  or lien then
          held by Lender.

     (2)  In the even any other  provision  of this lease  shall be in  conflict
          with the  provisions of the Section 40, the  provisions of the Section
          shall control.


<PAGE>


     IN WITNESS OF WHICH,  Landlord and Tenant have executed this Lease at Grand
Rapids, Michigan.

WITNESSES:

                                          BARDEN ASSOCIATES I, L.L.C.,

                                          By:
------------------------------------      --------------------------------------
Its Member

                            LANDLORD


WITNESSES:

                                          ILLINOIS PCS, LLC,

                                          By:
------------------------------------      --------------------------------------
Its Member

                             TENANT



<PAGE>


                                    EXHIBIT A

                               Building Floor Plan


<PAGE>


                                    EXHIBIT B


                             Leased Premises Diagram


<PAGE>


                                    ADDENDUM


     This  addendum  to  be  an  integral  part  of  the  lease  between  BARDEN
ASSOCIATES,  L.L.C., of 4380 Brockton Drive, Grand Rapids, Michigan (Lessor) and
ILLINOIS PCS, LLC (Lessee).

     Lessor agrees to Lease 4717 Broadmoor Ave., Suite H to Tenant as of May 15,
2000,  on a ten (10) year basis,  subject to Lessor being able to construct  the
switch site per Tenant's specification. If Lessor is unable to construct, Tenant
shall have the option to terminate May 15, 2001.  All other terms and conditions
to remain the same of lease dated May 5, 2000.


Dated:                                       BARDEN ASSOCIATES I, L.L.C.
      -----------------------------
                           (Lessor)

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


                                             ILLINOIS PCS, LLC
                           (Tenant)

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


<PAGE>




                                LEASE ADDENDUM #3


     This  addendum is to be an integral part of the lease dated May 5, 2000 and
Addendum  dated  August 30, 2000  between  Barden  Associates,  L.L.C.,  of 4380
Brockton Dr., SE, Suite 1, Grand Rapids,  MI 49512  (Landlord) and Illinois PCS,
L.L.C., of 373 Prarie Knoll Drive, Naperville, IL 60565 (Tenant).

     1.   Landlord  agrees to lease 4717  Broadmoor  SE, Suite G for  additional
          rent of  $5,506.25  per month  beginning  approximately  May 1,  2001.
          Tenant agrees to return the space to the original  condition if Tenant
          vacates,  which  includes  the offices  square  footage  per  attached
          exhibit.

     2.   The lease with Ritsba  Land  Development  Company,  LLC dated April 5,
          2000  for  4513  Broadmoor,  SE  (existing  engineering  group)  shall
          terminate  approximately  April 30, 2001 or upon  occupancy of Suite G
          above. The lease for 4505 Broadmoor,  SE (existing sales office) shall
          have the rent set at $3,100 per month beginning May 1, 2001.

     3.   The lease term for 4717 Broadmoor Ave., & 4505 Broadmoor  Ave.,  shall
          expire April 30, 2011.

     All other terms and conditions to remain the same as the lease dated May 5,
2000, April 5, 2000, and signed addendum's.


Dated:  April 8, 2001


WITNESSES                                     BARDEN ASSOCIATES I, L.L.C.
                         LANDLORD

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


                                              ILLINOIS PCS, L.L.C.
                          TENANT

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