LEASE AGREEMENT

THIS LEASE is made October 26, 1999 between the following parties:

LANDLORD:  SAFRAN DEVELOPMENT, L.L.C. whose address is
           21611 E. Eleven Mile Road,
           St. Clair Shores, Michigan 48081.

TENANT:    FEDERAL SCREW WORKS, whose address is
           20229 Nine Mile Road, St. Clair
           Shores, Michigan 48080

=============================================================================

                           SUMMARY OF LEASE TERMS.

The following summary (the "Summary") is intended to summarize the pertinent
terms of this Lease and is not intended to be exhaustive. In the event
anything set forth in this Summary conflicts with the other specific
provisions of this Lease, the specific provisions of the Lease shall be
deemed to control in the absence of expressed contrary intent.

A.       THE PREMISES.

         Approximately 11,712 square feet of space located on the second
         floor of the Building commonly known as 20229 Nine Mile Road, St.
         Clair Shores, Michigan as outlined and depicted on the floor plan
         attached hereto as Exhibit "A-1".

B.       THE TERM.

         Target Commencement Date: January 3, 2000, subject to the provisions
         of Section 2 of the Standard Covenants, Terms and Conditions.

         Expiration Date: December 31, 2009, subject to Tenant's option to
         extend the Term (as hereinafter defined) and Tenant's option to
         terminate this Lease, in each case, pursuant to Section 2.01 of this
         Lease.

C.       RENT. Base Rent: Tenant shall pay Base Rent in equal monthly
         installments as set forth below:

        Year(s)       Annual Rent           Monthly Installment
        -------       -----------           -------------------

        1-5           $193,248.00                  $16,104.00
        6             $199,045.00                  $16,587.08
        7             $205,017.00                  $17,084.75






        8             $211,167.00                  $17,597.25
        9             $217,502.00                  $18,125.17
        10            $224,027.00                  $18,668.92
        11*           $230,748.00                  $19,229.00
        12*           $237,670.00                  $19,805.83
        13*           $244,800.00                  $20,400.00
        14*           $252,144.00                  $21,102.00
        15*           $259,708.00                  $21,642.33
        16*           $267,499.00                  $22,291.58
        17*           $275,524.00                  $22,960.33
        18*           $283,790.00                  $23,649.17
        19*           $292,304.00                  $24,358.67
        20*           $301,073.00                  $25,089.42

        * Assumes Term is extended pursuant to Section 2.01 of this Lease.

        In connection with Tenant's preparation of space plan drawings,
        Tenant shall receive a rent credit in the amount of $1,000 which may
        be offset against the first full monthly installment of Base Rent
        payable by Tenant hereunder.

        Initial Monthly Installment for Additional Rent: $4,880.00 per month.
        The first installment of Base Rent and additional rent (as
        hereinafter defined) shall be made on the Commencement Date. All
        other installments of Base and additional rent shall be paid in
        advance, without offset or reduction (except as otherwise provided
        herein), on the first day of each and every month (the "Rent Day")
        during the term at the office of Landlord at the address shown on the
        cover page of this Lease, without late payment charge or interest if
        paid within five (5) days following the due date.

D.      TENANT'S PROPORTIONATE SHARE......................   50%

E.      [INTENTIONALLY OMITTED]

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F.       LIMITS OF INSURANCE.

            1.  If dual limits:  Bodily Injury:    $1,000,000 per person
                                                   $2,000,000 per occurrence

                                 Property Damage:  $2,000,000 per occurrence

            2.  If single limit:                   $2,000,000

G.      THE USE.

        General office use and incidental and ordinary related uses.


                                      3







                   STANDARD COVENANTS, TERMS AND CONDITIONS

                 SECTION 1: PREMISES AND TENANT IMPROVEMENTS

1.01    In consideration of the rent to be paid and the covenants and
        agreements to be performed hereunder, Landlord hereby leases to
        Tenant and Tenant hereby leases from Landlord the premises described
        in paragraph A of the Summary (the "Premises"), located in the office
        building, commonly known as 20229 Nine Mile Road, St. Clair Shores,
        Macomb County, Michigan (the "Building"), together with (i) the
        exclusive right to utilize twenty-five (25) reserved parking spaces
        along the northerly border of the parking lot servicing the Building,
        which spaces are more particularly depicted in attached Exhibit "A-2"
        and for which Landlord, at its sole cost and expense, shall promptly
        install appropriate signage designating such spaces as being reserved
        for Tenant's exclusive use; and (ii) the nonexclusive use of the
        other common areas in or appurtenant to the Building and located on
        the Real Estate (as hereinafter defined).

1.02    Landlord, at its sole cost and expense, agrees to complete the work
        described in attached Exhibit "B" (the "Tenant Improvements") by
        December 24, 1999.

1.03    Landlord will complete all Tenant Improvements by such licensed and
        qualified contractors and mechanics as may be reasonably selected by
        Landlord. The Tenant Improvements shall be constructed in accordance
        with working plans, drawings and specifications prepared by Landlord,
        at Landlord's sole cost and expense, which shall be consistent with
        Exhibit B attached hereto and shall be subject to Tenant's prior
        written approval. Landlord shall perform Tenant's Improvements in a
        good workmanlike manner with new and proper materials in conformity
        with, and pursuant to, all applicable requirements of law and of duly
        constituted governmental authority. Upon completion of the Tenant
        Improvements the Premises shall be left in a safe, clean tenantable
        condition and in good order and repair.

              SECTION 2: TERM; OPTION(S) TO EXTEND AND TERMINATE

 2.01    Term. Provided a certificate of occupancy for the Premises has been
         issued by a duly constituted governmental authority having
         jurisdiction thereover, the "Term" will commence (the "Commencement
         Date") on the earlier of:

           (i)   the date Tenant commences its office operations in the
                 Premises, or

          (ii)   the date which is ten (10) days following the date on which
                 the Premises are "ready for occupancy" (as defined below).

         The Term will expire on the Expiration Date shown in Paragraph B of
         the Summary, subject to Tenant's option(s) to extend the Term and
         Tenant's option to terminate the Term, in each case, pursuant to
         this Section 2.01. If for any reason the Premises are not delivered
         to Tenant ready for occupancy on or before December 24, 1999
         ("Possession Date"), then Tenant shall receive one (1) day's "free
         rent" for each day that Tenant's actual possession of the Premises
         is delayed beyond the Possession Date which "free rent" days shall
         be deemed credits to Tenant's account beginning with the
         Commencement Date of the Term and shall

                                      4





         be in addition to any other "free rent" period the Tenant is
         entitled to under the terms of this Lease. Notwithstanding the
         preceding sentence, if for any reason the Premises are not delivered
         to Tenant ready for occupancy by March 1, 2000, Tenant may, at its
         option, cancel and terminate this Lease upon ten (10) days written
         notice to Landlord. In the event this Lease is terminated by Tenant
         pursuant to the provisions of this paragraph, Tenant shall be
         released from all of its obligations hereunder.

         Option to Extend. Provided the Tenant is not then in default under
         this Lease, the Tenant shall have the option to extend the Term of
         this Lease for two (2) additional periods of five (5) years each.
         Tenant shall exercise each said option by giving the Landlord
         written notice of such election not less than one hundred and eighty
         (180) days prior to the expiration of the then existing term.
         Excepting the adjustment in the Base Rent provided for in Paragraph
         C of the Summary, all of the other applicable terms and conditions
         of this Lease shall apply during the renewal term(s).

         Option to Terminate. Tenant shall have the option to terminate this
         Lease, effective upon the expiration of the sixth (6th), seventh
         (7th), eighth (8th) or ninth (9th) lease years (as hereinafter
         defined), on the terms and subject to the conditions set forth
         below:

           (i)   Tenant shall provide Landlord with not less than twelve (12)
                 months' prior written notice (the "Termination Notice") of
                 its election to terminate this Lease effective immediately
                 upon the expiration of the sixth (6th), seventh (7th),
                 eighth (8th) or ninth (9th) lease year, as applicable.
                 Tenant shall not have the right to terminate this Lease at
                 any time other than as specified in the immediately
                 preceding sentence.

           (ii)  The Termination Notice shall be accompanied by a termination
                 fee payable to Landlord in the amount set forth below:

                 Effective Date of Termination          Termination Fee
                 -----------------------------          ---------------
                 End of sixth (6th) lease year          $59,740.00
                 End of seventh (7th) lease year        $84,722.00
                 End of eighth (8th) lease year         $84,722.00
                 End of ninth (9th) lease year          $84,722.00

          (iii)  If Tenant exercises its option to terminate this Lease upon
                 the expiration of the sixth (6th) lease year in accordance
                 with the provisions set forth above, then notwithstanding
                 anything contained in this Lease to the contrary, the annual
                 Base Rent payable by Tenant for the sixth (6th) lease year
                 shall equal $224,027.00 (or $18,668.92 per month). If Tenant
                 exercises its option to terminate this Lease upon the
                 expiration of the seventh (7th), eighth (8th) or ninth (9th)
                 lease years in accordance with the provisions set forth
                 above, the annual Base Rent payable by Tenant for said lease
                 years shall remain as set forth in Paragraph C of the
                 Summary.


                                      5







         The term "lease year" as used herein shall mean a twelve (12) month
         period commencing January 1 and ending December 31, provided,
         however, regardless of when the Term of this Lease shall commence,
         the first lease year shall be deemed to be the period from the
         Commencement Date through December 31, 2000.

 2.02    The Target Commencement Date shown in Paragraph B of the Summary
         represents Landlord's estimate of the date on which the Commencement
         Date will occur. Landlord agrees to use its best efforts to complete
         all work to be performed by Landlord pursuant to Exhibit "B" and to
         tender possession of the Premises to Tenant on or before the
         Possession Date.

 2.03    Taking of possession by Tenant shall constitute an acknowledgment
         that the Premises has been satisfactorily completed except for any
         patent defects of which Tenant gives Landlord written notice thereof
         within thirty (30) days following the date Landlord delivers
         possession of the Premises to Tenant ready for occupancy or any
         latent defects of which Tenant notifies Landlord in writing within
         twelve (12) months following such Possession Date, any and all of
         which such defects shall be repaired by Landlord, at Landlord's sole
         cost and expense, with reasonable dispatch following its receipt of
         Tenant's notice therefor.

 2.04    The Premises will be deemed "ready for occupancy" under paragraphs
         2.01 and 2.02 as soon as the Tenant Improvements to be performed by
         Landlord under Exhibit "B" have been substantially completed and may
         be utilized for their intended purpose. If only minor or
         insubstantial details of construction, decoration or mechanical
         adjustments remain to be completed or if the delay in the completion
         of Landlord's work is caused by Tenant, then the Premises
         nevertheless will be deemed "ready for occupancy".

 2.05    The Commencement and Expiration Dates shall be confirmed by the
         parties by executing a memorandum of the actual Commencement and
         Expiration Dates, but failure or refusal of Tenant to do so shall
         not affect any obligation of Tenant hereunder or Landlord's
         determination of the Commencement Date pursuant to this Section 2.

                             SECTION 3: BASE RENT

 3.01    Tenant shall pay to Landlord as Base Rent during the Term the amount
         shown in Paragraph C of the Summary, in the monthly installments
         shown.

 3.02    Each monthly installment of rent will be paid in advance in the
         manner set forth in Section 5 hereof. The first installment shall be
         due and payable on the Commencement Date and each succeeding
         installment shall be due and payable on the first day of each and
         every month thereafter (the "Rent Day") during the Term at the
         office of the Landlord at the address shown on the cover page of
         this Lease or at such other place as Landlord may designate from
         time to time in writing. The Base Rent and Additional Rent for a
         partial calendar month, if any, at the beginning of the Term shall
         be prorated on a daily basis (based on the actual number of days in
         the applicable calendar month) and shall be payable on the
         Commencement Date.


                                      6





                          SECTION 4: ADDITIONAL RENT

 4.01   Definitions

        (i)    "Real Estate Taxes" means real estate taxes and assessments,
               general and special, assessed and levied upon the Building and
               the Real Estate. The "Building" means the Building of which
               the Premises are a part and "Real Estate" means the land on
               which the Building is situated and, as and to the extent
               designated by Landlord, the parking areas, walks, drives,
               plazas, landscaped areas and other common areas located on the
               Real Estate and serving the Building. For purposes of
               calculating Real Estate Taxes hereunder, Landlord may take the
               benefit of the provisions of any statute or ordinance
               permitting any assessment to be paid over a period of time and
               the installments of such assessment which would become due and
               payable by virtue of such provisions during the Term of this
               Lease or any extension hereof, together with any interest
               thereon, will be included in the calculation of Real Estate
               Taxes. In the event that the United States or the city,
               county, state or other political subdivision of any
               governmental authority having jurisdiction imposes a tax,
               assessment or surcharge of any kind or nature upon, against,
               measured by or with respect to the rentals payable by the
               tenants of the Building or on the income of Landlord derived
               from the Building (expressly excluding any portion of
               Landlord's Michigan Single Business Tax), or with respect to
               Landlord's ownership of the Building and the Real Estate
               either by way of substitution for all or any part of the taxes
               and assessments levied or assessed against the Building and
               the Real Estate, or, in addition thereto (but not including
               federal, state or local income taxes unless levied by way of
               substitution), such tax, assessment or surcharge will be
               deemed a Real Estate Tax for purposes of this Section. In no
               event shall the Real Estate Taxes include any penalty or
               interest charge which may be due by virtue of Landlord's late
               or non-payment thereof. In addition, the term "Real Estate
               Taxes" shall not include any taxes measured by the net income
               of Landlord, franchise, succession, inheritance or real estate
               transfer taxes.

        (ii)   "Operating Expenses" means and includes all reasonable
               operating costs and expenses and obligations of every kind,
               foreseen and unforeseen, relating to the management,
               operation, use, care and maintenance of the Building and
               common areas of the Real Estate, including, without
               limitation, the following:

                        (1)  The cost of all common utilities and services
                             provided pursuant to Section 9 hereof and not
                             otherwise directly metered and separately billed
                             to the individual tenants of the Building.

                        (2)  The allocable portion of wages and salaries of
                             any on-site employees and an allocable portion
                             of wages and salaries of off-site property
                             management personnel engaged in the operation,
                             maintenance or security of the Building,
                             including employer's social security taxes,
                             unemployment taxes or insurance, and any other
                             taxes charged to Landlord which may be levied on
                             such wages and salaries (provided, however, the
                             foregoing shall not impose any obligation to pay
                             such items directly to the personnel entitled
                             thereto but only to Landlord as a reimbursement
                             therefor); uniforms of Landlord's service and

                                      7




                             maintenance personnel; automobile allowances;
                             the cost of disability and hospitalization
                             insurance and workmen's compensation and pension
                             or retirement and vacation and all other
                             benefits for such employees incurred by
                             Landlord.

                        (3)  Payments made by Landlord for personal property
                             taxes (except those payable by Tenant or other
                             tenants), relating to equipment, tools and
                             expenses of the office of the Building, if any.

                        (4)  The cost of all supplies and materials
                             exclusively used in the operation and
                             maintenance of the Building.

                        (5)  The cost of all utilities and reasonably
                             necessary or advisable communications services
                             for the Building, including but not limited to
                             water and power, sewer, heating (steam or
                             other), lighting, air-conditioning and
                             ventilating, but only to the extent not directly
                             metered and separately billed to the individual
                             tenants of the Building.

                        (6)  The cost of all repairs, management, maintenance
                             and service agreements and equipment rental
                             agreements for the Building or for equipment
                             therein, such as and including but not limited
                             to management, janitorial, security and
                             exterminating services, elevator maintenance and
                             repair services, alarm service, window cleaning,
                             rubbish and snow and ice removal, telephone and
                             landscape maintenance, bonds posted or amounts
                             incurred in connection with the management of
                             maintenance of the Building; provided, however,
                             the foregoing shall not include leasing
                             commissions, legal fees, advertising or
                             promotional costs or expenses, the cost of
                             tenant alterations, mortgage interest and
                             principal payments, and depreciation on the
                             Building or equipment.

                        (7)  The cost of all insurance applicable to the
                             Building or the Real Estate (other than
                             insurance required to be carried by tenants),
                             including but not limited to fire, casualty,
                             extended coverage risks, vandalism and malicious
                             mischief, boiler and pressure apparatus
                             insurance, if applicable, war damage,
                             catastrophic excess, loss of rent or rent (or
                             business) interruption insurance and liability
                             insurance applicable to the Building, including
                             all insurance required to be carried by Landlord
                             under this Lease or by Landlord's mortgagee or
                             ground lessor, if any.

                        (8)  [INTENTIONALLY OMITTED.]

                        (9)  The cost of all repairs, replacements and
                             general maintenance, including, without
                             limitation, all costs of landscaping, parking
                             lot and roof repairs with respect to the
                             Building; provided, however, the foregoing shall
                             not include such items to the extent Landlord is
                             compensated through the proceeds of insurance or
                             condemnation nor such items if the incurring

                                      9





                             thereof shall be solely for the benefit of a
                             tenant other than Tenant and not otherwise
                             benefiting the Premises or the Building.

                       (10)  [INTENTIONALLY OMITTED.]

                       (11)  All expenses and costs incurred by Landlord
                             after the Commencement Date (other than for
                             capital improvements or alterations as a result
                             of or in order to comply with laws (including,
                             without limitation, local ordinances, codes or
                             regulations)).

         (iii)   Exclusions from Operating Expenses. Notwithstanding anything
                 to the contrary contained in this Section 4, the following
                 shall not be included within the term "Operating Expenses":

                 (1)   costs, including permit, license and inspection costs,
                       incurred in renovating or otherwise improving,
                       decorating, painting or redecorating vacant tenant
                       space or space of other tenants in the Building or to
                       correct defects in the construction of the Building;

                 (2)   principal payments, interest or other financing
                       charges relating to any financing of the Real Estate
                       or rents under a ground lease or any other underlying
                       lease wherein Landlord is the lessee;

                 (3)   wages, salaries, fees and fringe benefits paid to
                       administrative or executive personnel or officers,
                       members or partners of Landlord;

                 (4)   any charge relating to Landlord's income taxes, excess
                       profit taxes or franchise taxes;

                 (5)   deductibles or self-insured retentions in excess of
                       Ten Thousand Dollars ($10,000.00) under liability or
                       property insurance policies;

                 (6)   any costs relating to the solicitation, execution and
                       enforcement of leases of other tenant space in the
                       Building;

                 (7)   the cost of any electrical current or other utility
                       service furnished to any other leasable area of the
                       Building;

                 (8)   the cost of any repair or maintenance to the Building
                       or the common areas of the Building or the Real Estate
                       thereof caused or necessitated by the negligence of
                       Landlord, its agents, contractors or employees;

                 (9)   except as otherwise set forth in this Section
                       4.01(iii), the cost of any alterations, additions,
                       changes, improvements and/or replacements which may
                       not properly be expensed for federal income tax
                       purposes;

                                      9





                 (10)  any costs for which Landlord is reimbursed by tenants
                       of the Building, it being expressly understood and
                       agreed that Tenant shall have no obligation to pay any
                       costs associated with the repair and/or replacement of
                       the HVAC system exclusively serving any other tenant
                       of the Building;

                 (11)  any reserves for future expenses not yet incurred;

                 (12)  the cost of (a) removal of any asbestos, asbestos
                       containing material or other toxic or hazardous
                       substances or material from the Building or the land
                       and improvements comprising the Real Estate or (b) any
                       environmental reports or studies relating thereto;

                 (13)  amounts paid or incurred by Landlord to any of its
                       affiliates in excess of the prevailing market rate for
                       management or services or for supplies or materials;
                       and

                 (14)  Landlord's general corporate overhead and general
                       administrative expenses other than those permitted in
                       Clause (ii) above.

         There shall be no duplication of charges to Tenant pursuant to this
         Section 4 and any other provisions of this Lease. Subject to the
         provisions of the immediately following sentence, notwithstanding
         anything to the contrary contained in this Lease, the term
         "Operating Expenses" shall not include, and Tenant shall have
         absolutely no responsibility for paying any portion of, the amount
         of any expenses incurred in connection with (i) the resurfacing or
         replacement of the parking area located on the Real Estate, (ii) the
         replacement of the roof membrane or structure on the Building, (iii)
         the replacement of the foundation, walls or other structural
         portions of the Building, (iv) the replacement of any of the utility
         systems serving the Building, whether located within or outside the
         Building, and (v) the replacement of any of the heating, ventilating
         and cooling ("HVAC") systems (including any compressor) serving
         either individual tenants, including Tenant, or the Building. It is
         understood and agreed that the repair or replacement of individual
         components of any of the foregoing or of any other Building system
         (whether or not the same may be properly expensed for federal income
         tax purposes) shall be included in the Operating Expenses. For
         example, the replacement of individual sprinkler heads, the patching
         of the parking area, the patching of portions of the roof, the
         replacement of a pump servicing the Building elevator or the
         replacement of fan belts and filters for the HVAC system shall
         constitute normal repair items which shall be includable in
         Operating Expenses.

         (iv)    "Tenant's Proportionate Share" means the percentage set
                 forth in Paragraph D of the Summary.

         (v)     "Tax and Operating Expense Statements" means written
                 statements, certified by Landlord, showing, in reasonable
                 detail, the amounts of Real Estate Taxes and Operating
                 Expenses for each fiscal year of Landlord which includes any
                 portion of the Term or any renewal or extension thereof.

                                      10





 4.02    Payment of Proportionate Share of Real Estate Taxes. Landlord agrees
         to pay, on or before the due date(s) thereof, all Real Estate Taxes
         levied or assessed against the Real Estate. Tenant shall pay to
         Landlord as additional rent Tenant's Proportionate Share of any Real
         Estate Taxes which become due and payable in any fiscal year of
         Landlord during the Term of this Lease. Any such payments will be
         prorated for the first year and last year of the Term, as may be
         extended, based on a 365-day year and the actual number of days of
         the Term falling within such fiscal years, and using the prior
         year's Real Estate Taxes for estimating taxes not yet billed by the
         taxing authorities (adjustments necessary to reflect the actual
         amount of any such taxes so estimated to be made on a retroactive
         basis upon receipt of the actual tax bills relating thereto).
         Payments due under this paragraph will be due at the time specified
         in 4.04 of this Section. The term "additional rent" as used in this
         Lease shall mean the sums of money required to be paid to Landlord
         pursuant to this Section 4 and any other sums of money or other
         charges required to be paid by Tenant under this Lease.

4.03     Payment of Proportionate Share of Operating Expenses. Tenant shall
         pay to Landlord, as additional rent, Tenant's Proportionate Share of
         any Operating Expenses which become due in any fiscal year of
         Landlord during the Term of this Lease. Any such payments will be
         prorated for the first fiscal year and last fiscal year of the Term.
         Payments due pursuant to this paragraph will be due at the time
         specified in 4.04 of this Section.

 4.04    Payment. Additional rent due under this Section will be payable in
         monthly installments, in advance, on each Rent Day during the Term
         and any extensions or renewals thereof. The amount of the monthly
         installments will reasonably be estimated by Landlord and may be
         increased by Landlord at any time Landlord reasonably believes such
         adjustment to be necessary or appropriate to fully cover current and
         future Real Estate Taxes and Operating Expenses within ninety (90)
         days following the end of each fiscal year of Landlord, Landlord
         will compute the actual Real Estate Taxes and Operating Expenses
         incurred during that year and will deliver to Tenant a tax and
         operating expense statement (the "Statement") for such year. If the
         installments paid by Tenant during that year are less than the
         additional rent due under this Section for such year, the difference
         will be paid to Landlord within thirty (30) days following delivery
         of the Statement. If the installments paid by Tenant during that
         year are more than the additional rent due for such year, at
         Tenant's option, the difference either will be held by Landlord and
         applied against the next installment(s) of additional rent falling
         due or will be repaid within thirty (30) days following delivery of
         the Statement. If Tenant desires to verify Landlord's determination
         of additional rent as calculated on the Statement each year, Tenant
         may request, and Landlord shall provide Tenant with, access (at
         Landlord's office located in the Detroit, Michigan metropolitan
         area) to Landlord's books and records pertaining to Operating
         Expenses and Real Estate Taxes for the purpose of reviewing,
         calculating and verifying Tenant's Proportionate Share of any Real
         Estate Taxes and Operating Expenses. Tenant may review the pertinent
         books and records during normal business hours. This information
         shall be made available to Tenant by Landlord within fifteen (15)
         days after Tenant's request. Notwithstanding the foregoing, in no
         event may Tenant review pertinent books and records for any period
         earlier than two (2) years prior to the year in which Landlord
         delivers the most recent Statement. In addition, once having
         conducted a review of Landlord's books and records with respect to a
         given year, Tenant shall have no right to conduct another review for
         said year. If Tenant's review of Landlord's books and records
         pertaining to the Operating Expenses and Real Estate Taxes shall
         disclose

                                      11







         that Tenant has paid more than required under the terms of this
         Lease, Landlord shall, within thirty (30) days after Tenant's
         request therefor, pay Tenant the amount of the overpayment, together
         with the reasonable cost of such review incurred by Tenant, provided
         Landlord shall not be obligated to pay the cost of such review
         unless it shall disclose that Landlord over billed Tenant by four
         percent (4%) or more.

 4.05    Payment for Additional Services Rendered by Landlord and Expenses
         Incurred by Landlord. In addition to payment by Tenant of Tenant's
         Proportionate Share of increases in the Operating Expenses and Real
         Estate Taxes, if Landlord at any time (i) does any work or performs
         any service in connection with the Premises, or (ii) supplies any
         materials to the Premises as distinguished from costs or expenses
         for the Building as a whole, then the reasonable cost of these
         services, work or materials is Tenant's responsibility under the
         provisions of this Lease. Landlord will invoice Tenant for the
         reasonable cost (plus an additional overhead charge of ten percent
         (10%) of such costs if the services for which such costs are
         incurred are not separately metered) as additional rent, payable
         within five (5) days after delivery of the invoice. This paragraph
         4.05 will only apply to any such work, services or materials
         furnished at Tenant's request and furnished or caused to be
         furnished by Landlord or its agents, employees or contractors. All
         additional work, services or materials shall be performed or
         furnished by Landlord's employees or agents, or by such contractors,
         mechanics and suppliers as may be employed or utilized by Landlord.
         Tenant will also pay as additional rent from time to time, when and
         as incurred by Landlord and upon Landlord's invoice, all reasonable
         costs or expenses which through any lawful and practicable separate
         metering or otherwise are allocated to the Premises or identified as
         relating to Tenant's use and occupancy of the Premises (including
         but not limited to that portion of any real estate taxes,
         assessments, fees or charges attributable, in the reasonable
         judgment of Landlord, solely to property of Tenant), as
         distinguished from costs or expenses allocable to the Building as a
         whole or to other tenants.

         Failure by Tenant to pay the above costs as additional rent when due
         will be a default under this Lease and further will result in the
         assessment of late charges and interest as specified under paragraph
         6.01 of this Lease.

                         SECTION 5: MANNER OF PAYMENT

 5.01    The Base Rent, additional rent and all other charges payable by
         Tenant hereunder will be paid promptly when due, without relief from
         valuation laws, notice or demand therefor, and without deduction,
         abatement, counterclaim or setoff for any reason whatsoever, except
         as otherwise provided herein. All amounts payable by Tenant to
         Landlord under the provisions of this Lease will be paid by Tenant
         in lawful money of the United States at the place herein provided
         for notices to Landlord or at such other place or to such other
         person as Landlord may from time to time designate by notice to
         Tenant.

                        SECTION 6: DELINQUENT PAYMENTS

 6.01    If Tenant neglects or fails to pay within ten (10) days after the
         date it receives a written notice from Landlord that the same is due
         and payable, any Base Rent, additional rent or any other amount
         required to be paid to Landlord under this Lease, Tenant shall pay
         to Landlord, in

                                      12






         addition to such unpaid amounts, a late payment charge and interest
         upon such unpaid amounts from ten (10) days after the due date
         thereof to the date of payment at the Applicable Rate as defined in
         subparagraph (ii) of this paragraph 6.01; provided, however,
         Landlord shall not be obligated to give Tenant the aforesaid notice
         more often than twice during any twelve (12) month period during the
         Term of this Lease.

              (i)      Late Payment Charges. Tenant acknowledges that late
                       payment by Tenant to Landlord of Base Rent or
                       additional rent or any other amount required to be
                       paid to Landlord under this Lease will cause Landlord
                       to incur costs not contemplated by this Lease, the
                       exact amount of which is extremely difficult and
                       impracticable to ascertain. Such administration costs
                       include, without limitation, processing and accounting
                       charges and late charges that may be imposed upon
                       Landlord by virtue of its debt obligations.
                       Accordingly, if Tenant fails to make any of such
                       payments within ten (10) days after Tenant's receipt
                       of written notice from Landlord that such payment is
                       due (provided, however, Landlord shall not be
                       obligated to furnish Tenant the foregoing notice more
                       often than twice during any twelve (12) month period
                       during the Term of this Lease), Tenant shall pay a
                       late charge (in addition to the interest payable under
                       subparagraph (ii) below) equal to Two Hundred Fifty
                       Dollars ($250.00). The parties acknowledge that such
                       late charge represents a fair and reasonable estimate
                       of the administrative costs Landlord will incur by
                       reason of late payment by Tenant. Acceptance of such
                       late charge by Landlord shall in no event constitute a
                       waiver of Tenant's default with respect to such
                       overdue amount nor prevent Landlord from exercising
                       any of the other rights and remedies granted
                       hereunder.

             (ii)      Interest Charge; Applicable Rate. If Tenant neglects
                       or fails to pay, within five (5) days after the date
                       the same is due and payable, any Base Rent, additional
                       rent or any other amount required to be paid to
                       Landlord under this Lease, Tenant will pay an interest
                       charge on all such unpaid amounts (other than the late
                       payment charge) at an applicable rate per annum equal
                       to two percent (2%) over the prime interest rate
                       charged by Comerica Bank of Detroit ("Comerica Prime")
                       to its best commercial customers on the date when the
                       sum becomes due, but not in excess of the maximum
                       interest rate permitted by law. This obligation to pay
                       late charges and interest will exist in addition to
                       and not in lieu of the other default provisions in
                       this Lease.

             (iii)     Maximum Charge. Notwithstanding the foregoing
                       provisions of this Section, in no event shall the
                       amounts charged under this Section exceed the maximum
                       amount which may be lawfully charged by Landlord under
                       applicable law. In the event the amounts provided for
                       under this Section shall exceed such lawful charge,
                       then the amounts payable under this Section shall be
                       reduced to the maximum amount of such lawful charge.

                                  SECTION 7:

7.01     [INTENTIONALLY OMITTED]

                                      13







                    SECTION 8: BREACH; INSOLVENCY; REENTRY

 8.01    If any rental payable by Tenant to Landlord remains unpaid for more
         than ten (10) days after Tenant's receipt of written notice of
         nonpayment or if Tenant violates or defaults in the performance of
         any of its non-monetary obligations in this Lease (including the
         Rules and Regulations) and the non-monetary violation or default
         continues for a period of thirty (30) days after Tenant's receipt of
         written notice, then Landlord may (but will not be required to)
         declare this Lease forfeited and the Term ended, or reenter the
         Premises, or may exercise all other remedies available under
         Michigan law. If any non-monetary default is one that will
         reasonably require more than thirty (30) days to correct, Tenant
         shall not be deemed to be in default hereof if, after receiving
         written notice of non-performance from Landlord, Tenant has promptly
         commenced the curing of such default and is diligently pursuing the
         same to completion. Except for the negligence or intentional act or
         omission of Landlord, its agents, contractors or employees, Landlord
         will not be liable for damages to person or property by reason of
         any legitimate reentry or forfeiture. In the event of reentry by
         Landlord without declaration of forfeiture, the liability of Tenant
         for the rent provided herein will not be relinquished or
         extinguished for the balance of the Term, and any rentals prepaid
         may be retained by Landlord and applied against the costs of reentry
         or as liquidated damages, or both. Tenant will pay, in addition to
         the rental and other sums agreed to be paid hereunder, reasonable
         attorneys' fees, costs and expenses in any suit or action instituted
         by or involving Landlord to enforce the provisions of or the
         collection of the rentals due Landlord under this Lease, including,
         subject to applicable law, any proceeding under the Federal
         Bankruptcy Code.

 8.02    Subject to the provisions set forth in this Section 8.02, if Tenant
         is adjudged bankrupt or insolvent, files or consents to the filing
         of a petition in bankruptcy under Federal or State law, applies for
         or consents to the appointment of a receiver for all or
         substantially all of its assets, makes a general assignment for the
         benefit of its creditors, fails generally to pay its debts as they
         become due, or does anything which under the applicable provisions
         of the Federal Bankruptcy Code would permit a petition to be filed
         by or against Tenant, then Tenant shall be in default under this
         Lease and, to the extent from time to time permitted by applicable
         law, including but not limited to the Federal Bankruptcy Code,
         Landlord shall be entitled to exercise all remedies set forth in the
         preceding paragraph in this Section 8. If terminated under
         applicable non-bankruptcy law prior to the order for relief, this
         Lease may not be assumed or assigned by the debtor or trustee. In a
         case under any chapter of the Federal Bankruptcy Code, the debtor or
         trustee must assume this Lease or assign it within sixty (60) days
         from the filing of the proceeding or he shall be deemed to have
         rejected and terminated this Lease. Tenant acknowledges that its
         selection to be a tenant of the Building was premised in material
         part on Landlord's determination of Tenant's creditworthiness and
         ability to perform the economic terms of this Lease and Landlord's
         further determination that Tenant and the character of its occupancy
         and use of the Premises would be compatible with the nature of the
         Building and the other tenants thereof. Therefore, if Tenant as
         debtor or its trustee elects to assume or assign this Lease, in
         addition to complying with all other requirements for assumption or
         assignment under the Federal Bankruptcy Code, then Tenant as debtor,
         or its trustee or assignee, as the case may be, must also provide
         adequate assurance of future performance, including but not limited
         to a deposit, the amount of which shall be reasonably determined
         based on the duration of time remaining in the Term, the physical

                                      14







         condition of the Premises at the time the proceeding was filed and
         such damages as may be reasonably anticipated after reinstatement of
         the Lease, taking into account rental market conditions at the time
         of the reinstatement. In the event of an assignment, Landlord must
         be assured that the financial condition of the assignee is sound and
         that its use of the Premises will be compatible with the Building
         and its other tenants. The provisions of this Section 8.02 shall be
         enforced to the full extent permitted under the applicable
         provisions of the Federal Bankruptcy Code.

 8.03    In the event of declaration of forfeiture at or after the time of
         reentry, Landlord may re-lease the Premises or any portion(s) of the
         Premises for a term or terms and at a rent which may be less than or
         exceed the balance of the Term and the rent reserved under this
         Lease. In such event Tenant will pay to Landlord, as liquidated
         damages for Tenant's default, any deficiency between the total rent
         reserved and the net amount, if any, of the rents collected on
         account of the lease or leases of the Premises which otherwise would
         have constituted the balance of the Term of this Lease. In computing
         such liquidated damages, there will be added to the deficiency any
         reasonable expenses which Landlord may incur in connection with
         re-leasing, such as legal expenses, attorneys' fees, brokerage fees
         and expenses, advertising and for keeping the Premises in good order
         or for preparing the Premises for re-leasing. Any such liquidated
         damages will be paid in monthly installments by Tenant on the Rent
         Day and any suit brought to collect the deficiency for any month
         will not prejudice Landlord's right to collect the deficiency for
         any subsequent month by a similar proceeding.

 8.04    Notwithstanding anything to the contrary contained in this Lease,
         Landlord and Tenant shall each have the duty and obligation to
         mitigate, in every reasonable manner, any and all damages that may
         or shall be caused or suffered by virtue of defaults under, or
         violations of any of the terms and provisions of, this Lease
         committed by the other party.

                  SECTION 9: FACILITIES; UTILITIES; SERVICES

 9.01    The following specifically described utilities and services shall be
         furnished by Landlord and shall be directly paid for by Tenant if
         separately metered or billed, or otherwise as a part of the
         Operating Expenses:

         (i)     Electrical current at all times for lighting and other uses
                 consistent with the use described in Paragraph G of the
                 Summary.

         (ii)    Heat and air conditioning seven (7) days a week without any
                 increase in cost for after hours or weekend use.

         (iii)   Hot and cold water at all times in reasonable quantities for
                 normal drinking, lavatory and restroom purposes.

         (iv)    Tenant shall not, without the prior written consent of
                 Landlord, use any apparatus or device in the Premises which
                 will in any way increase the amount of any utility service
                 used over the amount usually furnished, consumed or supplied
                 for uses consistent with the Permitted Use. If Tenant shall
                 require any excess utility service in excess of normal
                 office use, Tenant shall first obtain the written consent of

                                      15





                 Landlord to the use and make separate arrangements for
                 payment of the additional services.

         (v)     To the extent that any utility services are separately
                 metered for the Premises, Tenant shall arrange for separate
                 billing of such services, Tenant shall directly pay the
                 provider therefor and the cost of such services shall not be
                 included in the Operating Expenses. Landlord represents and
                 warrants that all utility services serving the Premises are
                 separately metered. Landlord further represents and warrants
                 that the Premises are serviced by its own HVAC system and
                 that such system will be in good operating condition and
                 repair on the date that Landlord delivers possession of the
                 Premises to Tenant.

         (vi)    Janitorial services within the Premises as described in
                 attached Exhibit "D".

                 SECTION 10: INJURIES TO PERSONS AND PROPERTY

10.01    Except for the negligence or intentional acts or omissions of
         Landlord, its agents, contractors or employees, Landlord will not be
         liable for injury to person or property arising out of the acts,
         omissions or neglect of any tenant, its servants, agents, employees,
         invitees, visitors or licensees, or other occupants of or visitors
         to the Building or the Premises, or of any person in or about the
         Building or the Premises, or of owners or occupants of or persons on
         or about surrounding properties; nor for injury to persons or
         property arising out of patent or latent defects (other than any
         such defects relating to the Tenant Improvements performed by
         Landlord), structural or otherwise, in the Building or any
         appurtenance thereof, or arising out of the condition or the
         Building, or by or from the bursting, stoppage or leaking of or from
         any pipes or drains, or from the malfunctioning of any utility,
         facility or installation.

10.02    Except for the negligence or intentional acts or omissions of
         Landlord, its agents, contractors or employees, Tenant, at its
         expense, will defend, indemnify and save Landlord, its licensees,
         servants, agents, employees and contractors harmless from any loss,
         damage, claim of damage, liability or expense to or for any person
         or property at law or in equity, whether based on contract, tort,
         negligence or otherwise, arising directly or indirectly out of or in
         connection with the condition of the Premises, the use or misuse
         thereof by Tenant or any other person, the acts or omissions of
         Tenant, its licensees, servants, agents, employees or contractors,
         the failure of Tenant to comply with the Rules and Regulations or
         with any other provision of this Lease on the part of Tenant to be
         performed, or any event on the Premises whatever the cause.

10.03    Except for the negligence or intentional acts or omissions of
         Landlord, its agents, contractors or employees, all property kept,
         stored or maintained by Tenant in and about the Premises will be
         kept, stored or maintained at the sole risk of Tenant and Landlord
         will not be responsible for any property entrusted to employees of
         Landlord. All individuals performing janitorial services within the
         Building or the Premises shall be bonded.

10.04    Except for the negligence or intentional acts or omissions of
         Tenant, its agents, contractors, guests, invitees or employees,
         Landlord, at its expense, will defend, indemnify and save Tenant,
         its licensees, servants, agents, employees, directors, officers and
         contractors harmless

                                      16






         from any loss, damage, claim of damage, liability or expense to or
         for any person or property, at law or in equity, and whether based
         on contract, tort, negligence of otherwise (collectively, "Claims"),
         arising out of or in connection with the (i) condition of the
         Building or the Real Estate, (ii) the Tenant Improvements performed
         by Landlord pursuant to the terms hereof, (iii) any repairs made by
         Landlord or on behalf of Landlord in the Premises or the Building or
         on the Real Estate, or (iv) Landlord's operation of the Building or
         the Real Estate (provided, however, in each case that the Claims are
         attributable to Landlord's negligent or intentional acts or
         omissions) or arising out of any default by Landlord hereunder.

                            SECTION 11: INSURANCE

11.01    Tenant will not do anything which in any way will tend to increase
         the insurance rates of the Building. Tenant agrees to pay, as
         additional rent, any increase in premiums for insurance that may be
         charged during the Term on the amount of insurance carried by
         Landlord on the Building resulting from the use and occupancy of the
         Premises by Tenant, whether or not Landlord has consented to such
         use and occupancy, provided Tenant's use of the Premises for general
         office purposes shall not be deemed a cause for the increase in
         premiums under any of Landlord's insurance coverages.

11.02    Tenant, during the entire Term, will keep in full force and effect
         comprehensive general liability insurance with respect to the
         Premises, with contractual liability endorsement, in which the
         limits of liability are not less than the amounts set forth in
         Paragraph F of the Summary, and with a company or companies having
         not less than an "A" rating by A.M. Best Company. Landlord will be
         named as an additional insured under all such insurance policies
         (which shall contain cross-liability endorsements) and a current
         certificate evidencing such coverage and any renewals thereof will
         be furnished to Landlord once a year. If Tenant fails to keep such
         insurance in force, Landlord, at Tenant's reasonable expense, may
         secure such insurance and the premium will be paid as additional
         rent by Tenant within ten (10) days after receipt of an invoice
         therefor.

11.03    Landlord shall provide and keep in force throughout the Term
         commercial general liability insurance with respect to Landlord's
         operation of the Building and the Real Estate, for bodily injury or
         death and for damage to property of others, with policy limits of
         not less than those required to be maintained by Tenant hereunder.
         Landlord shall also during the Term provide and keep in force so
         called "all risk" fire insurance (including the standard extended
         coverage endorsement for perils and leakage from fire protective
         devices) in respect of the Building and to the extent of its full
         replacement value, as reasonably estimated by Landlord or required
         by its mortgagee from time to time. Landlord may procure such other
         insurance as it shall deem desirable or its mortgagee shall require.
         Insurance effected by Landlord shall be subject to such deductibles
         and exclusions as Landlord or its mortgagee shall determine to be
         reasonable, but not to exceed Ten Thousand Dollars ($10,000.00).
         Such insurance shall not cover Tenant's personal property nor
         alteration to the Premises other than the Tenant Improvements.
         Landlord shall maintain the foregoing insurance coverages with a
         company or companies having not less than a "A" rating by A.M. Best
         Company. Tenant shall be named as an additional insured on all of
         Landlord's commercial general liability policies (which shall
         contain cross-liability endorsements) and a current certificate
         evidencing such

                                      17







         coverage and any renewals thereof shall be furnished to Tenant at
         least once a year. Landlord's commercial liability insurance shall
         contain a contractual liability endorsement.

                              SECTION 12: DAMAGE

12.01    If any part of the Premises or the Building is damaged by fire or
         other casualty, Landlord, at its sole cost and expense, unless it
         elects to terminate this Lease pursuant to this Section 12, will
         proceed with reasonable speed to repair the Premises or the
         Building, as the case may be (i) to a condition substantially equal
         to the condition of the Premises or the Building existing
         immediately prior to such damage or destruction, (ii) pursuant to
         all applicable requirements of law and duly constituted governmental
         authority, and (iii) in the case of the Premises, in accordance with
         specifications, working plans and drawings prepared by Landlord, at
         its sole cost and expense, and approved in advance by Tenant, which
         appeal shall not be unreasonably withheld or delayed. If such damage
         makes the Premises untenantable and was not caused by any act,
         neglect or default of Tenant, its servants, agents, employees,
         visitors or licensees, there will be an equitable abatement of rent
         for the period during which and to the extent that the Premises are
         untenantable and until Landlord fully repairs and restores the
         Premises and the Building to a condition substantially equal to the
         condition thereof which existed immediately prior to that fire or
         other casualty (or to the condition otherwise approved by Tenant).
         In the event the Building is damaged or destroyed to the extent of
         more than fifty percent (50%) of the replacement value thereof,
         Landlord will have the right to elect to demolish, rebuild or
         reconstruct the Building if it is damaged by fire or other casualty
         and, if Landlord so elects, whether or not the Premises have been
         damaged, this Lease may be terminated by Landlord upon written
         notice to Tenant and the rent will be adjusted to the date of the
         fire or other casualty. If repair of the Premises is delayed by
         Tenant's failure to adjust its own insurance claim, there will be no
         abatement of rent for the period of such delay. Notwithstanding
         anything to the contrary contained herein, in the event Landlord has
         not completed the repairs and restoration of the Premises and/or the
         Building within eight (8) months after the date of such damage or
         destruction, then Tenant, at its option, may cancel and terminate
         this Lease upon ten (10) days written notice to Landlord. Further,
         if the Building shall be damaged or destroyed to the extent of more
         than thirty-five percent (35%) of the replacement cost thereof
         within twenty-four (24) months of the expiration of the Term of this
         Lease, as the same may have been extended, either Landlord or Tenant
         shall have the right to terminate this Lease as of the date of such
         damage or destruction by giving written notice to the other party
         within thirty (30) days following such damage or destruction, unless
         Tenant, within thirty (30) days following the receipt of such notice
         from Landlord shall exercise an option to extend the Term of this
         Lease pursuant to Section 2 hereof. If this Lease is terminated
         pursuant to this Section 12, Landlord and Tenant shall each be
         released from its respective liability and obligations hereunder
         accruing from and after the date of such damage or destruction.

                                      18






                           SECTION 13: ALTERATIONS

13.01    Tenant will not alter, add to or improve the Premises without first
         obtaining the written consent of Landlord, which consent shall not
         be unreasonably withheld or delayed so long as the proposed
         alteration, addition or improvement does not involve modifications
         of any structural elements of the Premises. All alterations,
         additions, improvements and related work performed by Tenant (or
         pursuant to its authority) shall be performed in accordance with all
         applicable laws, rules, regulations and ordinances and between such
         hours and by such contractors and mechanics as may be approved by
         Landlord. All alterations, additions, improvements and replacements
         made or provided by either party on the Premises, except movable
         furniture, trade fixtures and other personal property provided at
         Tenant's expense, will be the property of Landlord and will remain
         on and be surrendered with the Premises upon termination, without
         damage. Tenant will keep the Premises free of liens of any sort in
         connection with work done on the Premises by Tenant (or pursuant to
         its authority). Notwithstanding anything to the contrary contained
         in this Section 13, Tenant shall be permitted to make interior,
         non-structural alterations, additions or improvements to the
         Premises, other than those pertaining to the HVAC or plumbing
         systems, without obtaining Landlord's consent therefor, provided the
         cost of any such alterations, additions or improvements shall not
         exceed Ten Thousand Dollars ($10,000.00) during any lease year
         during the Term hereof.

                         SECTION 14: CARE OF PREMISES

14.01    Except as otherwise provided in this Lease, Landlord, during the
         Term of this Lease, including any extension thereof, shall properly
         maintain and make all necessary repairs and replacements to (i) the
         entire Building and Premises, including the windows, doors, roof,
         outer walls and structural portions thereof, (ii) the electrical,
         plumbing, heating, ventilating and cooling and other mechanical
         systems whether located inside or outside the Building, and whether
         serving the Premises or the common areas of the Building and (iii)
         the common areas on or about the Real Estate and/or Building,
         including all of the parking areas on or about the Real Estate.
         Landlord shall be responsible for all repairs and maintenance to the
         Real Estate and Building whether as a result of ordinary wear and
         tear or resulting from fire, casualty or acts of God. It is
         understood and agreed that Tenant shall have no responsibility for
         the repair of any of the electrical, plumbing, heating, ventilating
         and cooling or other utility systems serving the Premises, the
         obligations for such repairs being the sole responsibility of
         Landlord. In addition to the foregoing, Landlord hereby warrants any
         Tenant Improvements constructed by Landlord to be free from defects
         in workmanship and materials for a period of twelve (12) months
         after the Commencement Date. If any repairs to, or replacement of
         any Tenant Improvements constructed by Landlord are needed within
         twelve (12) months after the Commencement Date, all such repairs
         shall be performed by Landlord and/or its contractors, at Landlord's
         sole cost and expense without reimbursement from Tenant so long as
         said repairs are not necessitated by Tenant's negligent acts or
         omissions.

         Landlord agrees, during the Term hereof, to operate, manage and
         maintain in good operating condition and repair, clean and free from
         rubbish, debris, dirt, snow and ice, adequately

                                      19







         drained in a safe sanitary condition, all of the common area
         lighting facilities, landscaping, parking and other common areas on
         or about the Real Estate. Landlord agrees to keep all of the parking
         area lights on each night from dusk until at least 11:00 p.m to the
         extent permitted by applicable law. In addition, such parking lights
         shall be on from 6:00 a.m. until daylight.

14.02    Except as otherwise provided in this Lease, Tenant, at its sole
         expense, will keep the Premises, including, without limitation, all
         Tenant's personal property, fixtures and equipment, at all times in
         good, sanitary and safe condition and repair in accordance with the
         laws of the State of Michigan and in accordance with all directions,
         rules and regulations of the health officer, fire marshal, building
         inspector or other proper officers of the governmental agencies
         having jurisdiction, and Tenant will comply with all requirements of
         law, ordinance or otherwise affecting the Premises. Tenant, at its
         expense, will repair (or replace as needed) all damage to the
         Premises, the Building, the common areas of the Building or its
         fixtures and equipment, caused by the act, neglect or default of
         Tenant, its servants, agents, employees, visitors or licensees,
         except to the extent such repairs would be covered by the insurance
         Landlord is required to carry pursuant to the terms of this Lease.
         If Tenant fails to make such repairs and/or replacements, if any,
         and provided Landlord gives Tenant ten (10) days prior written
         notice of any such repairs and provided further that Landlord in the
         performance of any such repairs does not unreasonably interfere with
         the conduct of Tenant's business, Landlord may do so at Tenant's
         reasonable expense by such contractors and mechanics as may be
         employed by Landlord and the sole cost will be paid by Tenant, as
         additional rent, to Landlord within thirty (30) days after receipt
         of Landlord's detailed invoice. Tenant will permit no waste or
         nuisance upon or damage or injury to the Premises or utilities
         supplied thereto.

              SECTION 15: USE OF PREMISES; RULES AND REGULATIONS

15.01    The Premises will be used for the purpose described in Paragraph G
         of the Summary and for no other or added purposes without the prior
         written approval of Landlord. In no event may Tenant use or permit
         the use of any part of the Premises or the common areas in violation
         of the Rules and Regulations, described in paragraph 15.02, or any
         laws, ordinances, rules or regulations of any municipal, county,
         state or federal body, including, without limitation the Americans
         with Disabilities Act.. Tenant will not conduct its business in any
         manner prohibited by any code or principles of that business and in
         no event in any manner prohibited by law. Tenant shall not place a
         load upon any floor of the Premises exceeding the floor load per
         square foot which such floor was designed to carry and which is
         allowed by law. Landlord reserves the right to reasonably prescribe
         the weight and position of all equipment, furniture, file cabinets
         and other heavy objects, which must be placed and maintained by
         Tenant at Tenant's expense, in settings sufficient in Landlord's
         reasonable judgment to absorb and prevent vibration, noise and
         annoyance. Notwithstanding anything contained in this Lease to the
         contrary, Tenant may not use the Premises nor permit any other
         person or entity to use the Premises for purposes of engaging in any
         of the following activities: abortion, abortion rights advocacy, the
         sale of sexually explicit materials, sterilization, euthanasia or
         assisted suicide.




                                      20






15.02    The Rules and Regulations applicable to the Building are contained
         in Exhibit "C" which is an integral part of this Lease, provided
         such Rules and Regulations shall apply uniformly to all tenants of
         the Building. Landlord may change the Rules and Regulations if it
         reasonably feels the changes are appropriate, and Tenant agrees to
         comply with and abide by the Rules and Regulations as so amended,
         provided such Rules and Regulations, as amended, shall apply
         uniformly to all of the tenants in the Building.

                        SECTION 16: ACCESS TO PREMISES

16.01    Upon reasonable prior written notice to Tenant (except in the event
         of an emergency, and then at any time), Tenant will permit Landlord
         and its agents access to the Premises during all normal business
         hours for the purpose of examining the Premises, maintaining
         existing pipes and conduits in and through the Premises and making
         any repairs, alterations or additions which Landlord may deem
         necessary for the safety, preservation or improvement of the
         Premises or the Building. Landlord will be allowed to take all
         material into the Premises that may be reasonably required for such
         work and to perform such acts without the same constituting an
         eviction of Tenant in whole or in part, provided Landlord shall not
         unreasonably interfere with the conduct of Tenant's business. The
         rent will not abate while the repairs, alterations, improvements or
         additions are being made unless any such repairs (i) extend over a
         period of more than three (3) consecutive business days; and (ii)
         preclude Tenant from conducting its business in a commercially
         reasonable manner within the Premises for a period of more than
         three (3) consecutive business days, in which case fifty percent
         (50%) of the Base Rent shall be abated in proportion to the
         percentage of the Premises that cannot be used for Tenant's business
         in a comercially reasonable manner. Said rent abatement shall be for
         that period beyond three (3) consecutive business days during which
         Tenant is precluded from using the applicable portion of the
         Premises for Tenant's business in a commercially reasonable manner
         as a result of any repairs, alterations, improvements or additions
         being made by Landlord. Notwithstanding anything contained herein to
         the contrary, in no event shall rent abate if repairs or
         replacements to the Premises or any other portion of the Building
         are necessitated by Tenant's negligence or breach of this Lease.

                          SECTION 17: EMINENT DOMAIN

17.01    If any part of the Premises or more than fifteen percent (15%) of
         the parking areas are taken by any public authority under power of
         eminent domain or by private sale or conveyance in lieu of eminent
         domain, this Lease will terminate as of the date of such taking or
         sale and Tenant may receive a pro rata refund of any rent paid in
         advance. Landlord reserves the right, however, to elect to demolish,
         rebuild or reconstruct the Building if any portion of the Building
         is so taken, or to cease operation of the Building if such material
         part of the parking for the Building is taken that Landlord
         determines, in its discretion, that it would be uneconomic to
         continue operation of the Building; and, if Landlord so elects,
         whether or not the Premises are involved in the taking, this Lease
         may be terminated by Landlord on written notice to Tenant and the
         rent will be adjusted to the date Tenant's possession of the
         Premises is terminated. All damages awarded for the taking will
         belong to and be the property of Landlord regardless of the basis on
         which they are awarded, but Landlord will not be entitled


                                      21






         to any portion of the award made to Tenant for removal and
         installation of fixtures or moving expenses and loss of business.

                     SECTION 18: ASSIGNMENT OR SUBLETTING

18.01    Tenant agrees not to assign or in any manner transfer this Lease or
         any interest in this Lease without the previous written consent of
         Landlord, and not to sublet the Premises or any part of the Premises
         or allow anyone to use or to come in with, through or under it
         without like consent. In no event may Tenant assign or otherwise
         transfer this Lease or any interest in this Lease at any time while
         in default thereunder. One such consent will not be deemed to be a
         consent to any subsequent assignment, subletting, occupation or use
         by any other person. Tenant may, however, assign this Lease to a
         corporation with which it may merge or consolidate, to any parent or
         subsidiary of Tenant or subsidiary of Tenant's parent, or to a
         purchaser of substantially all of Tenant's assets if the assignee
         executes an agreement required by Landlord assuming Tenant's
         obligations. The acceptance of rent from an assignee, subtenant or
         occupant will not constitute a release of Tenant from the further
         performance of the obligations of Tenant contained in this Lease.
         Tenant acknowledges that Landlord selected Tenant and other
         occupants of the Building in part on the basis of compatibility of
         use and occupation of the Building and agrees that Landlord may
         withhold consent, if required, to any proposed sublease or
         assignment if the subtenant's or assignee's business or proposed use
         of the Premises would be inconsistent with the character of the
         Building and its other tenants, including, without limitation, if
         such business or use would involve excessive parking demands and/or
         usage.

                            SECTION 19: SURRENDER

19.01    At the expiration (or earlier termination) of the Term, Tenant shall
         surrender the Premises broom clean and in as good condition and
         repair as they were at the time Tenant took possession, reasonable
         wear and tear and casualty excepted, and promptly upon surrender
         will deliver all keys and Building security cards for the Premises
         to Landlord at the place then fixed for payment of rent. Any
         reasonable costs and expenses incurred by Landlord in connection
         with repairing any damage to the Premises occasioned by the removal
         of Tenant's personal property therefrom, together with the
         reasonable costs, if any, of removing from the Premises any personal
         property of Tenant left therein, shall be invoiced to Tenant and
         shall be payable as additional rent within thirty (30) days after
         receipt of Landlord's detailed invoice.

                                 SECTION 20:

         REMOVAL OF TENANT'S PROPERTY UPON EXPIRATION OR TERMINATION

20.01    If Tenant fails to remove all its personal property (or property of
         others in its possession) from the Premises within three (3) days
         following the expiration or termination of this Lease (for any
         cause), Landlord, at its option, may remove the property in any
         reasonable manner that it chooses and may store the property without
         liability to Tenant. Tenant agrees to pay Landlord, in accordance
         with Section 19 hereof, any and all reasonable expenses incurred in
         such removal, including court costs, attorneys' fees and storage
         charges on the property for


                                      22






         any length of time it is in Landlord's possession. Under no
         circumstances will Landlord be obligated to retain any property left
         on the Premises or in Landlord's possession for more than three (3)
         days following the expiration or earlier termination of this Lease
         and Landlord may dispose of the property in any manner it deems
         necessary, including public or private sale or by destruction,
         discard or abandonment, and the proceeds of any such sale will be
         applied against any sums due Landlord under this Lease.

                                  SECTION 21

21.01    [INTENTIONALLY OMITTED]

                           SECTION 22: HOLDING OVER

22.01    If Tenant remains in possession of the Premises after the expiration
         of this Lease without executing a new lease, it will be deemed to be
         occupying the Premises as a tenant from month to month, subject to
         all the provisions of this Lease to the extent that they can be
         applicable to a month-to-month tenancy, except that the Base Rent
         for each month will be one hundred fifty percent (150%) of the
         regular monthly installments of Base Rent last in effect as shown in
         Paragraph C of the Summary. Nothing herein shall be construed or
         deemed to constitute a consent by Landlord to Tenant holding over,
         nor a waiver by Landlord of its rights to remove or evict Tenant by
         reason of the expiration of the Term.

               SECTION 23: SUBORDINATION; ESTOPPEL CERTIFICATES

23.01    Tenant agrees that Landlord may choose to make this Lease
         subordinate or paramount to any construction loans, mortgages, trust
         deeds and ground or underlying leases now or hereafter affecting the
         Premises and to any and all advances to be made thereunder, and to
         the interest and charges thereon, and all renewals, replacements and
         extensions thereon, provided the mortgagee, lessor or trustee named
         in any such mortgages, trust deeds or leases agrees to recognize
         this Lease and Tenant's rights hereunder in the event of foreclosure
         if Tenant is not in default. Tenant will execute promptly any
         instrument or certificate that Landlord may request to confirm such
         subordination, provided any such instrument or certificate is in a
         form and substance reasonably acceptable to Tenant. Within thirty
         (30) days following the date hereof, Landlord shall furnish Tenant
         with a subordination and non-disturbance agreement, executed by the
         mortgagee under any mortgage covering the Building and Real Estate,
         which shall be in a form and substance reasonably acceptable to
         Tenant.

23.02    Tenant, within fifteen (15) days after reasonable request by
         Landlord, will execute and deliver to Landlord an estoppel
         certificate identifying the Commencement Date and expiration date of
         the Term and stating that this Lease is unmodified and in full force
         and effect or is in full force and effect as modified, stating the
         modifications and stating that Tenant does not claim that Landlord
         is in default in any way or listing any such claimed defaults. The
         certificate also will confirm the amount of monthly Base Rent and
         additional rent as of the date of the certificate, the date to which
         the rent has been paid in advance and the amount of any security
         deposit or prepaid rent.


                                      23






                         SECTION 24: QUIET ENJOYMENT

24.01    Landlord agrees that Tenant may peaceably and quietly enjoy the
         Premises, subject to the terms, provisions, covenants, agreements,
         stipulations, rules and conditions of this Lease, without
         disturbance or hindrance by any person holding under or through
         Landlord, if Tenant pays the Base Rent and additional rent and
         observes and performs all the provisions of this Lease and the Rules
         and Regulations.

                  SECTION 25: NO REPRESENTATIONS BY LANDLORD

25.01    Except as expressly stated in this Lease, Landlord makes no
         representations with respect to the Premises or the Building and, by
         taking possession of the Premises, Tenant will be deemed to have
         accepted the Premises and the Building in the condition then
         existing.

25.02    Landlord represents and warrants, to the best of its current actual
         knowledge, based on and except as set forth in the Phase I
         Environmental Site Assessment, dated March 30, 1998, and prepared by
         Atwell-Hicks, Inc., a copy of which has been delivered to Tenant, no
         leak, spill, release, discharge, emission or disposal of hazardous
         or toxic substances has occurred on the Real Estate or in the
         Building prior to the date hereof and that the soil, ground water
         and soil vapor on or under the Building and the Real Estate are free
         of toxic or hazardous substances and further Landlord represents and
         warrants that there are no asbestos containing materials located
         within the Building. Landlord agrees to indemnify, defend and hold
         Tenant and its directors, officers, employees and agents harmless
         from any claims, judgments, damages, penalties, fines, liabilities
         (including sums paid in settlement of claims) or reasonable costs,
         including attorneys fees, which arise prior, during or after the
         Term of this Lease from or in connection with the presence or
         suspected presence of toxic or hazardous substances in the soil,
         ground water or soil vapor on or under the Real Estate or within the
         Building, unless such toxic or hazardous substances are present as a
         result of the negligence or willful act or omission of Tenant, its
         agents, contractors, guests, invitees or employees. Landlord agrees
         that Tenant shall have absolutely no obligation to remediate or
         otherwise clean up or remove any toxic or hazardous substances from
         any portion of the Building or the Real Estate (unless the same is
         present on or about the Building or the Real Estate as a result of
         the negligence or intentional acts or omissions of Tenant, its
         agents, contractors, guests, invitees or employees), or incur any
         costs in connection therewith, it being understood and agreed that
         such obligation is the sole responsibility of Landlord. Landlord's
         obligation to indemnify Tenant under this Section 25 shall survive
         the expiration or earlier termination of this Lease.


25.03    Tenant shall not keep any toxic or hazardous substances (as such
         terms are defined under applicable law) in the Premises, provided
         the terms "toxic" and "hazardous substances" shall not be deemed to
         include items customarily kept in offices of the type and kind in
         which Tenant operates, unless the maintenance of such items in the
         Premises would be prohibited by applicable law. If, however, any
         such items kept in the Premises result in the contamination thereof,
         Tenant shall take all reasonable actions, at its sole cost and
         expense, to return the Premises and the Building to the condition
         existing prior to the introduction of those items therein. Tenant
         agrees to indemnify, defend and hold Landlord and its agents and
         employees harmless from any claims, judgments, damages, penalties,
         fines, liabilities


                                      24






         (including sums paid in settlement of claims) or reasonable costs,
         including attorneys fees, which arise prior to, during or after the
         Term of this Lease, from or in connection with the presence or
         suspected presence of toxic or hazardous substances in the soil,
         ground water or soil vapor on or under the Real Estate or the
         Building as a result of the acts of Tenant, its agents, contractors
         or employees, unless such toxic or hazardous substances are present
         as a result of the negligence, or willful act or omission of
         Landlord, its agents, contractors, guests, invitees or employees.
         Tenant's obligation to indemnify Landlord under this Section 25.03
         shall survive the expiration or earlier termination of this Lease.

                SECTION 26: LANDLORD'S RIGHT TO CURE DEFAULTS

26.01    Subject to, and except as otherwise provided under the other terms
         and conditions of this Lease, if Tenant defaults in the performance
         of any provision of this Lease or the Rules and Regulations,
         Landlord will have the right to cure such default for the account of
         Tenant upon ten (10) days prior written notice to Tenant, and
         Tenant, within thirty (30) days after being billed, will reimburse
         Landlord, as additional rent, for any reasonable expenditure made by
         Landlord in order to cure such default, together with interest as
         provided in Section 6 if the reimbursement is not made when due.

                      SECTION 27: WAIVER OF SUBROGATION

27.01    Landlord and Tenant hereby waive any and all right of recovery
         against each other for any loss or damage caused by fire or any
         other casualty covered by the fire and extended property insurance
         coverage, vandalism and malicious mischief insurance policies
         carried (pursuant to the terms hereof) by Landlord with respect to
         the Building and carried by Tenant with respect to Tenant's fixtures
         and the contents of the Premises.

                        SECTION 28: BILLS AND NOTICES

28.01    Bills, statements, notices or communications which Landlord may
         desire or be required to give to Tenant will be deemed sufficiently
         given or rendered only if in writing, sent by registered, certified
         or first class mail (with respect to bills only), postage prepaid,
         addressed to Tenant at the address set forth on the cover page of
         this Lease or at such other address as Tenant designates by written
         notice, and the time of the rendition of a bill or statement and of
         the giving of a notice or communication will be deemed to be the
         time when received by Tenant. Any notice by Tenant to Landlord must
         be served by registered or certified, postage prepaid, addressed to
         Landlord at the address set forth on the cover page of this Lease or
         at such other address as Landlord designates by written notice.
         Rejection or refusal to accept or the inability to deliver because
         of a changed address of which no notice was given shall be deemed to
         be receipt of the notice, demand, request or other instrument.

                  SECTION 29: MOVEMENT OF TENANT'S PROPERTY

29.01    All activities of Tenant in connection with (a) Tenant's move into
         the Premises at the commencement of this Lease, (b) the movement of
         equipment, furniture or other bulky items into, out of or within the
         Premises during the Term, or (c) Tenant's move out of the Premises
         at any time (whether or not on the expiration of this Lease) will be
         subject to the following:


                                      25





              (i)      all furniture, equipment and all other items of
                       personal property being moved or transferred will
                       enter and leave the Building solely through and by way
                       of such area or entrances as may be reasonably
                       designated from time to time by Landlord for such
                       purposes;

             (ii)      Tenant will be responsible for the active supervision
                       (on-site) of all workmen and others performing the
                       move, and will indemnify and hold harmless Landlord
                       against and from all liability for damage to property
                       (whether belonging to Landlord, other tenants or any
                       other person) and injuries to persons in connection
                       with the move and the actions or failure to act of or
                       by those performing the move;

             (iii)     Tenant will be responsible for any damage to the
                       Building, the common areas thereof, the Premises or
                       the premises and property of other tenants, caused by
                       or incurred in connection with the move or the
                       activities connected therewith. Landlord will perform
                       such inspection(s) as Landlord in its sole discretion
                       determines to be appropriate, and will invoice Tenant
                       for the repair of all such damage or the replacement,
                       if necessary, of damaged items. Any determinations of
                       the extent of damage and the costs of repair or
                       replacement will be made by Landlord in its sole
                       reasonable discretion. The invoiced sums, if any, will
                       constitute amounts included within and payable under
                       paragraph 4.05 of this Lease.

                         SECTION 30: NAME OF BUILDING

30.01    Upon sixty (60) days prior written notice to Tenant, Landlord may
         name the Building and change the name of the Building and will not
         be responsible for costs or damages, if any, claimed by Tenant as a
         consequence thereof.

                    SECTION 31: PREVENTING REMOTE VESTING

31.01    Notwithstanding any other provisions of this Lease, if the Term of
         this Lease does not commence within six (6) months from the date
         hereof, this Lease will be deemed terminated six (6) months from the
         date hereof without necessity of any notice or act by Landlord or
         Tenant. It is the intention of this Section to prevent this Lease
         from becoming unenforceable by reason of any claim that it might
         violate the rule against perpetuities.

                     SECTION 32: DEFINITION OF LANDLORD; LANDLORD'S LIABILITY

32.01    The term "Landlord" as used in this Lease, so far as covenants,
         agreements, stipulations or obligations on the part of the Landlord
         are concerned, is limited to mean and include only the owner or
         owners of fee title (or of a ground leasehold interest) to the
         Premises at the time in question and, in the event of any transfer
         or transfers of the title to such fee, Landlord herein named (and,
         in case of any subsequent transfers or conveyances, the then
         grantor) will automatically be freed and relieved from and after the
         date of such transfer or conveyance of


                                      26





         all personal liability for the performance of any covenants or
         obligations on the part of Landlord contained in this Lease
         thereafter to be performed.

32.02    If Landlord fails to perform any provision of this Lease upon
         Landlord's part to be performed and if as a consequence of such
         default Tenant recovers a money judgment against Landlord, such
         judgment may be satisfied only out of the proceeds of sale received
         upon execution of such judgment and levied thereon against the
         right, title and interest of Landlord in the Premises and out of
         rents or other income from such property receivable by Landlord and
         Landlord shall not be personally liable for any deficiency.

                                  SECTION 33

33.01    [INTENTIONALLY OMITTED]

                                  SECTION 34

34.01   [INTENTIONALLY OMITTED]

                             SECTION 35: GENERAL

35.01   Many references in this Lease to persons, entities and items have
        been generalized for ease of reading. Therefore, references to a
        single person, entity or item will also mean more than one person,
        entity or thing whenever such usage is appropriate (for example,
        "Tenant" may include, if appropriate, a group of persons acting as a
        single entity or as tenants-in-common). Similarly, pronouns of any
        gender should be considered interchangeable with pronouns of other
        genders.

35.02   All agreements and obligations of Tenant under this Lease are joint
        and several in nature. Any waiver or waivers by either party of any
        of the provisions of this Lease will not constitute a waiver of any
        later breach of that provision, and any consent or approval given by
        either party with respect to any act, neglect or default by the other
        party will not waive or make unnecessary waiving party's consent or
        approval with respect to any later similar act, neglect or default by
        the other party.

35.03   Topical headings appearing in this Lease are for convenience only.
        They do not define, limit or construe the contents of any paragraphs
        or clauses.

35.04   This Lease can be modified or amended only by a written agreement
        signed by Landlord and Tenant.

35.05   All provisions of this Lease are and will be binding on the heirs,
        executors, administrators, personal representatives, successors and
        assigns of Landlord and Tenant.

35.06   The laws of the State of Michigan will control in the construction
        and enforcement of this Lease.

35.07   Whenever the approval or consent of either party is required
        hereunder, such approval or consent shall not be unreasonably
        delayed, withheld or conditioned.


                                      27





35.08   In the event that either party shall be delayed or hindered in or
        prevented from the performance of any act (other than the payment of
        Base Rent or additional rent under the terms of this Lease) by reason
        of riots, strikes, labor troubles, inability to produce materials or
        other reason not the fault of the party delayed in performing the
        work or performing the acts required under the terms of this Lease,
        including delays caused by the acts of the other party, performance
        of such acts shall be excused for the period of delay and the period
        for the performance of any such acts shall be extended for a period
        equivalent to the period of such delay, provided the foregoing shall
        not be deemed to excuse the Landlord from completing Tenant's
        Improvements by the Possession Date.

35.09   Except for the commissions due and payable to Pankhurst Properties,
        Inc., and J.E. DeWald & Associates, Landlord and Tenant each
        represents and warrants that there are no claims for brokerage
        commissions or finders' fees in connection with the execution of this
        Lease, and each of the parties agrees to indemnify the other party
        against and hold it harmless from liabilities and reasonable costs
        arising from any such claim, including attorneys' fees. Landlord
        agrees to pay the commissions due to J.E. DeWald & Associates in
        connection with the execution of this Lease, with the understanding
        that any commissions due and payable to Pankhurst Properties, Inc.
        will be paid by J.E. DeWald & Associates on a cooperative basis.

35.10   Landlord agrees that if it fails to make any repairs or do any work
        required of Landlord by the provisions of this Lease (including
        maintaining the common areas of the Building or the Real Estate),
        then, in any such event or events Tenant, after the continuance of
        any such failure or default for a period of thirty (30) days after
        written notice thereof is given by Tenant to Landlord, may, at its
        option and on behalf of and at the reasonable expense of Landlord,
        cure such defaults and perform, or cause to be performed, all such
        work or repairs and make all necessary payments in connection
        therewith, including but not limiting the same, to the payment of any
        reasonable fees, costs and charges of or in connection with any legal
        action which may have been brought. However, Landlord shall not be
        deemed in default hereunder if the default is one that will
        reasonably require more than thirty (30) days to correct, if after
        receiving Tenant's written notice thereof, Landlord has promptly
        commenced the curing of such default and is diligently pursuing the
        same to completion. The foregoing notwithstanding, if there arises a
        situation endangering life and/or property which, in Tenant's
        reasonable judgment, constitutes an emergency requiring immediate
        action, then Tenant, on behalf of and at the expense of Landlord,
        shall be entitled to take whatever immediate steps are deemed by
        Tenant to be necessary to abate the emergency without first providing
        Landlord with written notice thereof.

        Landlord agrees to pay to Tenant any reasonable amount incurred or
        paid by Tenant pursuant to this Section 35.10 within thirty (30) days
        after Landlord's receipt of a written demand therefor by Tenant. Any
        amount payable by Landlord to Tenant pursuant to this Section, which
        is not paid within thirty (30) days after Landlord's receipt of
        Tenant's written demand stating that the same is due, shall bear
        interest at a rate of interest equal to the interest rate set forth
        in Section 6.01(ii) of this Lease. In the event Landlord fails to pay
        Tenant any amount due Tenant within the aforesaid thirty (30) day
        period, then Tenant may, at its option, withhold up to twenty-five
        percent (25%) of any and all rental payments and other charges
        thereafter becoming due to Landlord pursuant to the provisions of
        this Lease and may apply the same to


                                      28





        the payment of such indebtedness of Landlord to Tenant until such
        indebtedness is paid in full with interest thereon as herein
        provided.

35.11   Notwithstanding anything to the contrary contained in this Lease,
        Tenant shall have the right to utilize up to one-half (1/2) of the
        existing monument sign located in the Real Estate for the
        installation, at Tenant's cost, of installation of Tenant's
        identification sign.

                         SECTION 36: ENTIRE AGREEMENT

36.01   This Lease and the Exhibits attached hereto and forming a part hereof
        set forth all of the covenants, agreements, stipulations, promises,
        conditions and understandings between Landlord and Tenant concerning
        the Premises and the Building and there are no covenants, agreements,
        stipulations, promises, conditions or understandings, either oral or
        written, between them other than herein set forth.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and
year first above written.


WITNESSES:                          LANDLORD:

                                    SAFRAN DEVELOPMENT, L.L.C.



                                    By:     /s/Anthony J. Ferlito
------------------------------              -------------------------------
                                            Anthony J. Ferlito
/s/ Claudia J. DeWald               Its:    Manager
------------------------------
Claudia J. DeWald


                                    TENANT:

                                    FEDERAL SCREW WORKS



/s/ Wade C. Plaskey                 By:     /s/ W.T. Zurschmiede
------------------------------              -------------------------------
Wade C. Plaskey                               Name:  W. T. ZurSchmiede, Jr.
/s/ Marlene P. Selby                Its:     Chairman, CEO, CFO
------------------------------              -------------------------------
Marlene P. Selby




                                      29






                                     A-1

                                EXHIBIT "A-1"

                            FLOOR PLAN OF PREMISES


























                                     A-1






                                EXHIBIT "A-2"

                      DEPICTION OF RESERVED PARKING AREA
























                                     A-2





                                 EXHIBIT "B"

                      DESCRIPTION OF TENANT IMPROVEMENTS
                         TO BE COMPLETED BY LANDLORD



1.  Installation of appropriate "Reserved Parking" signage for Tenant's 25
    reserved spaces.

2.  Installation of one-inch horizontal mini-blinds or other comparable
    window treatment for all exterior windows.

3.  In addition to the foregoing, Landlord, at its sole cost and expense,
    shall construct the Premises in accordance with the plans and
    specifications prepared by Stucky Vitale Architects and which are
    identified as Project No. 99.083 and dated October 27, 1999. Tenant has
    dated and initialled each page of said plans and specifications to
    indicate its approval thereof.












                                     B-1




                                 EXHIBIT "C"

                            RULES AND REGULATIONS

(Any reference to a tenant in these Rules and Regulations will also include
(unless the context makes such reference inappropriate) the tenant's agents,
servants and employees.

              1. No sign, picture, lettering, notice or advertisement of any
kind shall be painted or displayed on or from the windows, doors, roof or
outside walls of the Building. In the event of the violation of the foregoing
by Tenant, Landlord may remove same without any liability and may charge the
expense incurred for said removal to Tenant.

              2. Tenant shall not use the name of the Building for any
purpose than that of the business address of Tenant. Tenant agrees that
Landlord may assign a name to the Building and/or change the name of the
Building at Landlord's option.

              3. The sidewalks, entrances, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or
encumbered by any tenant or used for any purpose other than ingress and
egress to and from the Premises or Building.

              4. No curtains, blinds, shades, screens, awnings, or other
projections shall be attached to or hung in, or used in connection with, any
window or door of the Premises or outside wall of the Building without the
prior written consent of the Landlord, nor shall Tenant place objects against
glass partitions, doors or windows which would be unsightly from the
Building's corridors, or from the exterior of the Building.

              5. Any carpeting cemented down within the Premises shall be
installed with a releasable adhesive.

              6. No animals, pets (other than seeing-eye dogs), bicycles or
other vehicles (other than wheel chairs or other similar devices for the
physically challenged) shall be brought or permitted to be in the Building or
the Premises.

              7. The water and wash closets and other plumbing fixtures shall
not be used for any purpose other than those for which they were constructed,
and no sweepings, rubbish, rags, or other substances shall be thrown therein.
Any damage resulting from any misuse of the fixtures by Tenant shall be borne
by Tenant who, or whose servants, employees, agents, visitors or licensees,
shall have caused the same. Tenant shall not waste electricity, water or air
conditioning, and shall cooperate fully with Landlord to assure the most
effective operation of the Building's heating and air conditioning. Tenant
shall not adjust any controls other than room thermostats installed for
Tenant's use. Tenant shall not tie, wedge or otherwise fasten open any water
faucet or outlet. Tenant shall keep all corridor doors closed except when in
actual use.

              8. Tenant shall not cause or permit unusual or objectionable
odor to be produced upon or permeate from the Premises. Tenant shall not
allow any cooking on the Premises. Tenant shall not disturb any occupant of
the Building by the use of any musical instruments, radio, television,
loudspeakers, or by any disturbing noise. Notwithstanding anything to the
contrary contained herein or elsewhere in this Lease, Tenant shall have the
right to have a microwave oven, refrigerator and coffee machines on the
Premises.

              9. No tenant shall throw anything out of the door, windows, or
down any passageways of elevator shafts.

              10. Tenant may not utilize portable space heaters within any
portion of the Building.

              11. Vending machines will not be permitted to be installed by
anyone but the Landlord, except in Tenant's Premises for the use of Tenant's
employees.

              12. Canvassing, soliciting, and peddling in the Building is
prohibited and each tenant shall cooperate to prevent the same

              13. No additional locks or bolts of any kind shall be placed
upon any of the doors and windows by any tenant, nor shall any change be made
in existing locks or the mechanism thereof without Landlord's consent. Each
tenant must, upon the termination of his tenancy, return to the Landlord all
keys of offices and toilet rooms, whether furnished to or otherwise procured
by a tenant and in the event of the loss of any keys, so furnished, such
tenant shall pay to the Landlord the reasonable cost or duplicate thereof.

              14. Tenant assumes full responsibility for protecting the
Premises from theft, robbery and pilferage. Except during Tenant's normal
business hours, Tenant shall keep all doors to the Premises locked and other
means of entry of the Premises closed and secured.

              15. Tenant is not permitted to use any part of the Building or
the common areas for any manufacturing, storage, or sale of merchandise, or
property of any kind (except to the extent that said activity is confined to
the Premises and otherwise complies with the provisions of this Lease); or
for lodging or sleeping, or for any immoral or illegal purpose. Tenant shall
not install or operate any machinery or mechanical devices of a nature not
directly related to Tenant's ordinary use of the Premises for general office
purposes.

              16. All loading, unloading, receiving or delivery of goods,
supplies or disposal of garbage or refuse shall be made only through
entryways reasonably provided for such purposes by Landlord.

              17. All safes, freight, furniture, or other bulky matter of any
description shall be carried in or out of the Premises only at such times and
in such manner as shall be reasonably prescribed in writing by Landlord, and
Landlord shall in all cases have the right to specify the proper position of
any such safe, furniture, or other bulky article, which shall only be used by
Tenant in a manner which will not unreasonably interfere with or cause damage
to the Premises or the Building in which they are located, or to the other
tenants or other occupants of the Building. Tenant shall be responsible for
any damage to the Building or the property of its tenants or others and
injuries sustained by any person whomsoever resulting from the use or moving



                                     B-2




of such articles in or out of the Premises, and shall make any repairs and
improvements required by Landlord or governmental authorities in connection
with the use or moving of such articles.

              18. No smoking shall be permitted in the Premises or in the
Building except for in areas designated by Landlord.

              19. Tenant shall not employ any person to perform any cleaning,
repairing, janitorial, decorating, painting, or other services or work in or
about the Premises, except with the approval of Landlord.

              20. Tenant shall not overload any floor and shall not install
any heavy objects, safes, business machines, files or other equipment without
having received Landlord's prior written consent as to size, maximum weight,
routing and location thereof. Safes, furniture, equipment, machines and other
large or bulky articles shall be brought through the Building and in and out
of the Premises at such times and in such manner as the Landlord shall
reasonably direct and at Tenant's sole risk and responsibility.

              21. Landlord shall not be responsible for any lost or stolen
property, equipment, money or jewelry from the Premises or the public area of
the Building regardless of whether such loss occurs when the Premises are
locked or not.

              23. Landlord shall have the right to prohibit any advertising
by any tenant which, in Landlord's reasonable opinion, tends to impair the
reputation of the Building or its desirability for offices, and upon written
notice from Landlord, Tenant shall refrain from or discontinue such
advertising.

              24. Tenants may park only in strict compliance with all signs
posted and regulations issued by Landlord, within spaces designated for
parking, and not in such a manner as to block other parking spaces, drives,
loading areas or fire lanes. Tenants understand that they are fully
responsible for assuring that their employees, agents, licensees and visitors
comply with these parking rules, will reimburse Landlord for all reasonable
costs and expenses incurred in enforcing the rules. To facilitate security
arrangements and parking controls, a list of the names of each tenant's
employees working in the Building and of their vehicle license numbers will
be furnished to Landlord upon request.

              25. Whenever the word "Tenant" occurs, it is understood and
agreed that is shall mean Tenant's employees, agents and servants. Wherever
the work "Landlord" occurs, it is understood that it shall mean Landlord's
assigns, agents, clerks, servants and visitors.

              26. Tenant shall not be permitted access to the roof of the
Building.





                                     B-3





                                 EXHIBIT "D"

                             JANITORIAL SERVICES

SERVICES TO BE PERFORMED BY LANDLORD ON NORMAL BUSINESS DAYS (MONDAY THROUGH
FRIDAY) AS REASONABLY DETERMINED BY LANDLORD, BUT NOT EXCEEDING FIVE TIMES
PER WEEK:

DAILY SERVICES:

              1. Empty all waste baskets.
              2. Empty and clean ash trays.
              3. Dust desk tops that are clear of working paper.
              4. Vacuum carpeted areas and dust mop resilient floors.
              5. Restrooms:
                 (a) Empty all waste receptacles.
                 (b) Dust mop and wet mop floors
                 (c) Clean and disinfect all fixtures.
                 (d) Clean mirrors and shelves.
                 (e) Refill towel and soap dispensers.
              6. Clean and disinfect drinking fountains and water coolers.
              7. Clean lobby floor and all lobby door glass.

WEEKLY SERVICES:

              1. Dust top of the file cabinets, ledges and baseboards.
              2. Clean and disinfect all ceramic tile, partitioning and waste
                 receptacles in restrooms.
              3. Remove smudges and scuff marks from walls.
              4. Remove spots from partition glass.
              5. Damp mop stairways as required.

MISCELLANEOUS SERVICES:

              1. Wash exterior windows as needed, however the number of
washings will not be less than two times per year, weather permitting.

SEASONAL SERVICES:

              1. Snow or ice removal from concrete walks as necessary.

Tenant understands that Landlord may substitute for any of the methods or
devices set forth in this Exhibit "D", other methods or devices which will
achieve substantially the same results.



                                     D-1