Exhibit 10.87


                                 LEASE AGREEMENT

                           VALLEY RANCH BUSINESS PARK
                               Ann Arbor, Michigan

THIS  LEASE  is made  as of the  8th day of  April,  1997,  by and  between  AMR
HOLDINGS, L.L.C., a Michigan limited liability corporation, the address of which
is 1174 Oak Valley Drive,  Ann Arbor,  Michigan,  as Lessor,  and FAAC Corp.,  a
Michigan  corporation,  the  current  address of which is 825 Victors  Way,  Ann
Arbor, Michigan, as Lessee.

IN CONSIDERATION OF the rents to be paid and the mutual covenants,  promises and
agreements herein set forth, Lessor and Lessee agree as follows:

LESSOR hereby  leases unto Lessee Lot 9 situated in the Township of  Pittsfield,
County of  Washtenaw,  State of Michigan,  in a single  story  office/industrial
building  located  at  Valley  Ranch  Business  Park  (the  "Building"),   which
development is shown on the site plan marked Exhibit "A".

TO HAVE AND TO HOLD for a term of  Eighty  Four (84)  months  from and after the
commencement of the term as hereinafter provided.


                                    SECTION 1
                            Construction of Building

Section 1.01: Lessor agrees, prior to commencement of the term of this Lease, to
complete  construction  of the Leased  Premises and related  improvements on the
site in accordance with the plans enumerated on Exhibit "C", attached hereto and
made a part  hereof,  which  shall be deemed  part of the  Building  referred to
above.  The Leased  Premises shall consist of an exterior  approximately  13,704
square  feet on one (1) floor.  No minor  change  from such  plans  which may be
necessary during construction shall affect, change, or invalidate this Lease. If
Lessor  shall be in good faith  delayed in  construction  by any labor  dispute,
strike, lockout, fire,  unavailability of material,  weather, or casualty or any
other cause beyond its reasonable control,  then the period of delay necessarily
caused thereby shall be added to the time limit provided for such construction.

SECTION 2 Possession and Commencement of Term

Section 2.01: Except as herein provided,  Lessor shall deliver possession of the
Leased  Premises to Lessee on or before  December 1, 1997.  The Leased  Premises
shall  be  deemed   ready  for  Lessee's   occupancy   when  Lessor  shall  have
substantially  completed  construction of said Leased  Premises  pursuant to the
plans on Exhibit "A" and receive a temporary  Certificate  of Occupancy from the
Township of Pittsfield.  By occupying the Leased Premises, Lessee will be deemed
to have  accepted  the Leased  Premises  and  acknowledged  that they are in the
condition called for hereunder.  Upon occupying the Leased Premises,  the Lessee
will provide the Lessor with a completed punchlist. The Lessor will complete the
items not completed  according to the term hereunder,  in no later than 30 days.
The rentals  herein  reserved  and the term of this Lease shall  commence on the
date when the premises are  delivered  to Lessee as required  hereunder.  Lessor
will require its contractors to cooperate with Lessee's  installers of equipment
trade  fixtures,  furnishings,  and  decorations  attached  to the  real  estate
improvements to the maximum extent possible,  but delay of or interference  with
construction  caused by such installers  shall not postpone the  commencement of
the term or the obligation to commence paying rent.

Section  2.02:  In the event Lessor fails to deliver the Leased  Premises on the
commencement  date because the Leased Premises are not then ready for occupancy,
or because the previous occupant of said Leased Premises is holding over, or for
any other cause whatsoever, except as provided in Section 1.01, Lessor shall not
be liable to Lessee for  damages,  as a result of Lessor's  delay in  delivering
such promises,  and Lessee shall have no right to terminate the Lease or contest
the  validity of the Lease,  and the  commencement  date of the _Lease  shall be
postponed  until  such  time as the  leased  premises  are  ready  for  Lessee's
occupancy, and the termination date of this Lease shall be extended for a period
equivalent to the period of such postponement, provided such postponed

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termination  date shall occur on the last day of a calendar  month; if not, then
such termination date shall be extended by an additional period so as to fall on
the last day of such calendar month in which it would otherwise occur.
Section 2.03: On the  commencement  date, or within fifteen (15) days thereafter
upon request by Lessor, Lessee shall execute a written instrument confirming the
commencement  date and the termination  date of the Lease,  that the Lease is in
full force and effect,  the rent is paid currently without any offset or defense
thereto,  the amount of rent,  if any,  paid in  advance,  and that there are no
uncured defaults by Lessor,  or stating those claimed by Lessee,  provided that,
such facts are accurate and ascertainable.

                                    SECTION 3
                                  Basic Rental

Section 3.01: In consideration of the leasing aforesaid, Lessee hereby covenants
and agrees to pay  Lessor,  at such place as Lessor may  hereafter  from time to
time designate in writing,  a minimum net rental  payable  monthly in advance on
the first day of each and every month in equal monthly  installments as follows:
Months 1 - 84 = $12.48 per square foot NNN, or  $14,252.16  per month Receipt of
Seven Thousand and 00/xx ($7,000.00) Dollars, representing a Security Deposit is
hereby  acknowledged.  The rental payments shall be made by Lessee at the office
of Lessor  without any prior  demand.  therefore  and without any  deductions or
set-offs whatsoever.

Section 3.02:  Lessor and Lessee intend that the minimum net rental shall be net
to Lessor,  so that this Lease shall  yield,  net, to Lessor,  not less than the
minimum net rent specified in Section 3.01 hereof during the term of this Lease,
and that all costs,  expenses,  and charges of every kind and nature relating to
the Leased Premises which may be attributable  to, or become due during the term
of this Lease, shall be paid by Lessee, and that Lessor shall be indemnified and
held harmless by Lessee from and against the same.  Provided,  however,  that if
the Lease  term shall  commence  on a day other than the first day of a calendar
month, then the rental for such month shall be prorated upon a daily basis based
upon a thirty (30) day calendar month.

                                    SECTION 4
                        Taxes, Assessments and Utilities

Section 4.01: Lessee agrees to pay Lessor its  proportionate  share of all taxes
and  assessments  which  have been or may be levied or  assessed  by any  lawful
authority,  for any calendar  year during the term hereof,  against the land and
Leased  Premises  presently  and/or at any time  during  the term of this  Lease
comprising  the  Building.  Lessee's  proportionate  share shall be equal to the
product  obtained by multiplying  such taxes and assessments by a fraction,  the
numerator  of which  shall be the  number  of square  feet of floor  area in the
Leased  Premises,  and the  denominator  of which  shall be the total  number of
square feet of constructed  leasable floor area in the Building.  Any tax and/or
assessment of any kind or nature presently or hereafter  imposed by the State of
Michigan or any  political  subdivision  thereof or any  governmental  authority
having  jurisdiction  there over upon,  against or with  respect to the  rentals
payable by tenants in the Building to Lessor or on the income of Lessor  derived
from the  Building  or with  respect  to the  Lessor's,  or the  individuals  or
entities  which  form the Lessor  herein,  ownership  of the land and  buildings
presently  and/or  at any time  during  the term of this  Lease  comprising  the
Building,  either  by way of  substitution  for all or any part of the taxes and
assessments  levied or assessed  against such land and such buildings,  shall be
deemed  to  constitute  a tax  and/or  assessment  against  such  land  and such
buildings for the purpose of this Section,  and Lessee shall be obligated to pay
its proportionate  share thereof as provided herein.  In addition,  Lessee shall
also be obligated to pay any sales tax imposed by any governmental  authority on
the payments by Lessee or on the receipt by Lessor of any and all payments  from
Lessee.  If the sales tax is  separately  assessed,  then Lessee  shall pay that
amount  imposed on the  individual  payments of Lessee;  if the sales tax is not
separately  assessed,  the Lessee shall pay its  proportionate  share monthly as
provided herein.

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Section  4.02:  Lessee's  share of all of the  aforesaid  taxes and  assessments
levied or assessed for or during the term hereof, as determined by Lessor, shall
be paid in  monthly  installments  on or before  the first day of each  calendar
month, in advance, in an amount estimated by Lessor, provided, that in the event
Lessor is required under any mortgage covering the land and improvements  leased
to Lessee to escrow real estate  taxes,  Lessor may,  but shall not be obligated
to, use the amount required to be so escrowed as a basis for its estimate of the
monthly  installments due from Lessee  hereunder.  Upon receipt of all tax bills
and assessment  bills  attributable to any calendar year during the term hereof,
Lessor shall  furnish  Lessee with a written  statement of the actual  amount of
Lessee's share of the taxes and  assessments  for such year. In the event no tax
bill is  available,  Lessor  will  compute  the amount of such tax. If the total
amount paid by Lessee  under this  Section  for any such year,  as shown on such
statement,  Lessee shall pay to Lessor the difference between the amount paid by
Lessee and the actual amount due, such  deficiency to be paid within thirty (30)
days after demand  therefore  by Lessor,  and if the total amount paid by Lessee
hereunder for such calendar year shall exceed such actual amount due from Lessee
for  such  calendar  year,  such  excess  shall  be  credited  against  the next
installment of taxes and  assessments due from Lessee to Lessor  hereunder.  All
amounts  due  hereunder  shall be payable to Lessor at the place where the fixed
annual rental is payable.  For the calendar years in which this Lease  commences
and  terminates,  the  provisions  of this  Section  shall  apply,  and Lessee's
liability  for its  proportionate  share of any taxes and  assessments  for such
years shall be subject to a pro rata  adjustment  based on the number of days of
said calendar years during which the term of this Lease is in effect A copy of a
tax bill or assessment  bill submitted by Lessor to Lessee shall at all times be
sufficient evidence of the amount of taxes and/or assessments assessed or levied
against the property to which such bill relates. Prior to or at the commencement
of the term of this Lease and from time to time  thereafter  throughout the term
hereof; Lessor shall notify Lessee, in writing, or Lessor's estimate of Lessee's
monthly installments due hereunder.  Lessors and Lessee's obligations under this
Section shall survive the expiration of the term of this Lease.

Section  4.03:  Lessee also agrees to pay all  charges  made  against the Leased
Premises for gas, heat, electricity,  and all other utilities separately metered
during the continuance of this Lease as the same shall become due.

Section 4.04: In the event any or all of the foregoing  utilities are to be paid
from an escrowed  fund  required to be  established  by Lessor or its  financial
institution under the terms of any financing, the Lessor shall notify Lessee and
Lessee  shall be  required  to  include  with the  additional  monthly  payments
referred to in Section 4.02 a monthly  amount to satisfy the  estimated  monthly
utility costs.  If the utilities,  when due, exceed the total amount then in the
utility  escrow,  then the Lessee  shall,  upon demand,  pay any  deficiency  to
Lessor.  If such  payments  by Lessee,  over the term of the  Lease,  exceed the
amount of  utilities  paid from the  escrow,  such  excess  shall be refunded by
Lessor to Lessee at the  expiration  of the Lease  term,  or when such excess is
refunded by the financial  institution to Lessor,  whichever  first occurs.  The
utility  escrow shall be adjusted as often as  necessary  to provide  sufficient
funds to pay current utilities.

                                    SECTION 5
                                 Use of Premises

Section 5.01: It is understood and agreed  between the parties,  that the Leased
Premises,  during the continuance of this Lease,  shall be used and occupied for
office, research and storage use only and for no other purpose without the prior
written  consent of  Lessor.  Lessee  agrees  that it will not use or permit any
person to use the Leased  Premises or any part thereof for any use or purpose in
violation  of the  laws  of the  United  States,  the  State  of  Michigan,  the
ordinances  or other  regulations  of the Township of Pittsfield or of any other
lawful  authorities.  During the original term or any extended  term, the Lessee
will keep the Leased  Premises and every part  thereof and the area  adjacent to
the Leased Premises  (including service areas),  orderly,  neat, safe, and clean
and free from rubbish and dirt, and at all times shall store all trash, garbage,
or any other material solely within the leased premises and Lessor shall arrange
for the regular  pickup of such trash and garbage at  Lessee's  expense.  Lessee
shall not bum any trash or  garbage  at any time in or about  the  building.  If
Lessor shall  provided any services or facilities  for such pickup,  then Lessee
shall be  obligated to use the same and shall pay a  proportionate  share of the
actual cost  thereof  within ten (10) days after being billed  therefor.  Lessee
shall not store or leave any material  outside of the building at any time.  All
signs and  advertising  displayed in and about the Leased Premises shall be such

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only as to  advertise  the  business  carried on upon the Leased  Premises,  and
Lessor shall control the location,  character,  and size thereof. No signs shall
be displayed except as approved in writing by the Lessor, and no awning shall be
installed or used on the exterior of said building unless approved in writing by
the Lessor.

                                    SECTION 6
                    Operation and Maintenance of Common Areas

Section 6.01: Lessor agrees, at Lessors sole cost and expense,  to construct the
building and hard surface,  to properly  drain,  landscape,  and light a parking
area or parking areas, all substantially as shown on Exhibit "A". Lessor further
agrees to cause to be operated,  managed, and maintained during the term of this
Lease, all parking areas, roads,  sidewalks,  landscaping,  drainage, and common
area lighting  facilities  in the  Building.  The manner in which such areas and
facilities  shall be maintained and operated,  and the  expenditures  therefore,
shall be at the sole  discretion  of the  Lessor,  and the use of such areas and
facilities shall be subject to such reasonable  regulations as Lessor shall make
from time to time.

Section 6.02: Lessee agrees to pay to Lessor in the manner hereinafter provided,
but not more often than once each  month,  Lessee's  proportionate  share of all
costs and  expenses  of every  kind and  nature  paid or  incurred  by Lessor in
operating,  equipping,  policing and protecting,  lighting, insuring, repairing,
replacing,  and  maintaining  the common areas of the  Building.  Such costs and
expenses shall include,  but not be limited to,  illumination and maintenance of
the Building signs, cleaning, lighting, line painting and landscaping,  premiums
liability and property insurance.  Any utilities furnished or supplied to common
areas of the Building  which are not  separately  metered  shall be considered a
cost to  maintain  the common  areas and shall be included as part of such cost.
For the purpose  hereof,  any charges for  utilities  contained in the foregoing
costs  and  expenses  shall be at the same  rates as the  rates  for  comparable
service  from the  applicable  utility  company  serving  the area in which  the
Building  is  located.  The  proportionate  share to be paid by Lessee  shall be
computed on the basis that the total  number of square feet of floor area in the
Leased Premises bears to the total number of square feet of the Building. .
Lessee's  proportionate share of such costs and expenses for each lease year and
partial  lease year shall be paid in  monthly  installments  on the first day of
each month, in advance,  in an amount established by Lessor.  Within one hundred
eighty (180) days after the end of each lease year or partial lease year, Lessor
shall  furnish  Lessee  with  a  statement  of the  actual  amount  of  Lessee's
proportionate  share of such costs and expenses  for such  period.  If the total
amount paid by Lessee  under this  Section for any  calendar  year shall be less
than the actual amount due from Lessee for such year as shown on such statement,
Lessee shall pay to lessor the difference  between the amount paid by Lessee and
the actual amount due, such  deficiency to be paid within thirty (30) days after
the  furnishing of each such  statement,  and if the total amount paid by Lessee
hereunder  for any such  calendar  year shall exceed such actual amount due from
Lessee for such  calendar  year,  such  excess  shall be  credited  against  the
installment due from Lessee to Lessor under this Section 6.02.

                                    SECTION 7
                   Maintenance and Repairs of Leased Premises

Section 7.01: Lessor shall keep and maintain the foundation, exterior walls, and
roof of the Building in which the Leased Premises are located and the structural
portions  of the Leased  Premises  which were  originally  installed  by Lessor,
exclusive of door, door frames,  door checks,  windows,  and exclusive of window
frames located in exterior  building walls,  in good repair,  except that Lessor
shall  not be  called  upon to make any such  repairs  occasioned  by the act or
negligence  of  Lessee,  its  agents,   employees,   invitees,   licensees,   or
contractors,  except to the extent that Lessor is reimbursed therefore under any
policy of insurance  permitting waiver of subrogation in advance of loss. Lessor
shall not be called upon to make any other  improvements  or repairs of any kind
upon said premises and appurtenances, except as may be required under Section 11
and 12 hereof.

Section  7.02:  Except as provided in Section  7.01 of this Lease,  Lessee shall
keep and maintain in good order,  condition and repair (including replacement of
parts and equipment if necessary) the Leased Premises and every part thereof and
any and all  appurtenances  thereto  wherever  located,  including,  but without

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limitation,  the  exterior  and  interior  portion  of all doors,  door  checks,
windows,  plate windows,  store front, all plumbing and sewage facilities within
the Leased  Premises,  including free flow up to the main sewer line,  fixtures,
heating and air conditioning,  and electrical systems (whether or not located in
the Leased  Premises),  sprinkler  system,  walls,  floors,  and  ceilings.  The
plumbing and sewage facilities shall not be used for any other purpose than that
for which they are  constructed,  and no foreign  substance of any kind shall be
introduced  therein.  Lessee  hereby agrees to be  responsible  for any expenses
incurred in connection with any breakage,  stoppage,  or damage resulting from a
violation  of  this  provision  by  Lessee,  its  agents,  employees,  invitees,
licensees, or contractors.

Lessor shall be responsible  for all costs, as long as such costs are not due to
the negligence of Lessee, related to the following:  (1) replacement of the main
electrical  distribution panel if such panel cannot be repaired but rather needs
complete  replacement;  (2) the roof-top H.V.  A.C.  units,  if such  components
cannot be repaired but rather such H.V.AC. units need complete replacement,  and
(3) if the underground sewer or water system shall burst or break.  Lessee shall
keep and maintain the Leased Premises in a clean,  sanitary,  and safe condition
in accordance  with the laws of the State of Michigan and in accordance with all
direction,  rules, and regulations of the health office, fire marshall, building
inspector,  or  other  proper  officials  of the  governmental  agencies  having
jurisdiction,  at the sole cost and expense of Lessee,  and Lessee  shall comply
with all requirements of law,  ordinance,  and otherwise,  affecting said Leased
Premises. If Lessee refuses or neglects to commence or complete repairs required
by Section  7.02 hereof  promptly and  adequately,  Lessor may, but shall not be
required to do so, make all or any part of said  repairs,  and Lessee  shall pay
the cost  thereof to Lessor upon  demand,  non-payment  of which  shall  entitle
Lessor to exercise any remedy available to it in the event of the non-payment by
Lessee of rental or any other charge due to Lessor under this Lease. At the time
of the  expiration of the tenancy  created  herein,  Lessee shall  surrender the
premises in good  condition,  reasonable  wear and tear,  loss by fire, or other
unavoidable casualty excepted.

Lessee,  at its own expense,  shall maintain fire  extinguishers  and other fire
protection  devices as may be  required  from time to time by any agency  having
jurisdiction  thereof and the  insurance  underwriters  insuring the building in
which the Leased Premises are located.

Section 7.03:  All damages or injury done to the Leased  Premises by the Lessee,
or by any  person who may be in or upon the Leased  Premises  with the  consent,
invitation  or  license of the  Lessee,  shall be  repaired  and paid for by the
Lessee.

                                    SECTION 8
                                   Alterations

Section  8.01:  Lessee  agrees  that the Leased  Premises  shall not be altered,
improved,  or changed  without  the written  consent of Lessor,  and that unless
otherwise  provided by written  agreement,  all alterations,  improvements,  and
changes  which may be desired by the  Lessee and so  consented  to by the Lessor
shall be done either by or under the direction of the.  Lessor,  but at the cost
of  Lessee.  All  alterations,  additions,  and  improvements  made in or to the
Building or the Leased  Premises,  except movable office furniture put in at the
expense of the Lessee and removable without defacing or injuring the building or
Leased Premises,  shall, unless otherwise provided by written agreement,  be the
property of Lessor and remain upon and be surrendered  with the Leased Premises;
provided,  however,  the Lessor will designate by written notice to Lessee those
alterations, additions, and improvements which shall be removed by Lessee at the
expiration or  termination of the Lease,  and Lessee shall  promptly  remove the
same and repair any damage to the Leased Premises caused by such removal.

                                    SECTION 9
                                      Liens

Section 9.01:  Lessee shall keep the Leased Premises free from any and all liens
arising out of any work performed,  materials furnished, or obligations incurred
by or for Lessee,  and agrees to bond against or  discharge  any  mechanic's  or
material-men's  lien within ten (10) days after  written  request  therefore  by
Lessor.  Lessee shall reimburse  Lessor for any and all costs and expenses which
may be incurred  by Lessor by reason of the filing of any such liens  and/or the
removal  of same,  such  reimbursement  to be made  within  ten (10) days  after
receipt by Lessee from Lessor of a  statement  setting  forth the amount of such
costs and  expenses.  The  failure  of  Lessee to pay any such  amount to Lessor

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within  said ten (10) day period  shall carry with it the same  consequences  as
failure to pay any installment of rental.

                                   SECTION 10
                             Insurance and Indemnity

Section 10.01:  Lessee shall,  during the entire term hereof, keep in full force
and effect a policy of public  liability  and  property  damage  insurance  with
respect to the Leased  Premises,  and the  business  operated  by Lessee and any
subtenants of Lessee in the Leased Premises, including steam boiler insurance if
applicable,  in which the limits of public  liability shall be not less than One
Million  Dollars  ($1,000,000.00)  per  occurrence,  and in which  the  limit of
property damage  liability shall be not less than Five Hundred  Thousand Dollars
($500,000.00).  The policy  shall name  Lessor,  any other  parties in  interest
designed by Lessor,  and Lessee as insured,  and shall contain a clause that the
insurer will not cancel or change the insurance  without first giving the Lessor
thirty (30) days prior written notice. Such insurance may be furnished by Lessee
under any blanket policy carried by it or under a separate policy therefor.  The
insurance  shall be with an insurance  company  approved by Lessor and a copy of
the  paid-up  policy  evidencing  such  insurance  or a  certificate  of insurer
certifying  to the issuance of such policy shall be delivered to Lessor prior to
commencement  of Lease Term and upon  renewals  not less than  thirty  (30) days
prior to the expiration of such coverage.

Section 10.02: Lessor agrees, during the term hereof, to carry insurance against
fire, vandalism,  malicious mischief,  and such other perils as are from time to
time  included  in a standard  extended  coverage  endorsement  and, at Lessor's
option,  special extended coverage  endorsements  including rental  interruption
insurance  equal to twelve  (12) full  months  of  rental  and tax  obligations,
insuring  the  improvements  of the Building in an amount  determined  solely by
Lessor,  but not less than one hundred  percent  (100%) of the full  replacement
cost, if  available,  and with or without  deductible,  at the option of Lessor.
Lessee agrees, from time to time, to pay Lessor, Lessee's proportionate share of
the cost of such  insurance,  such payment to be made within ten (10) days after
receipt  of a written  statement  from  Lessor  setting  forth  such  cost.  The
proportionate share to be paid by Lessee shall be computed on the basis that the
total  number of square feet of floor area in the Leased  Premises  bears to the
total number of square feet of constructed  leasable floor area in the Building.
Lessee shall not carry any stock of goods or do anything in or about said Leased
Premises  which will in any way tend to  increase  the  insurance  rates on said
Leased Premises and/or the Building of which they are a part. If Lessee installs
any electrical equipment that overloads the lines in the Leased Premises, Lessee
shall,  at its own expense,  make whatever  changes are necessary to comply with
the  requirements of the insurance  underwriters  and  governmental  authorities
having jurisdiction.

Section  10.03:  Lessee  covenants  to  indemnify  Lessor,  and save it harmless
(except for loss or damage resulting from the negligence of Lessor, its agents,`
or employees) from and against any and all claims, action,  damages,  liability,
and  expense,  including  attorney's  fees,  in  connection  with  loss of life,
personal injury, and/or damage to property arising from or out of any occurrence
in,  upon,  or at the Leased  Premises or the  occupancy or use by Lessee of the
Leased Premises or any part thereof,  or arising from or out of Lessee's failure
to comply with Section 7.02 hereof, or occasioned wholly or in part by any actor
omission of Lessee, its agents, contractors,  employees, servants, customers, or
licensees. For the purpose hereof, the Leased Premises shall include the service
areas  adjoining the same and the loading  platform area allocated to the use of
Lessee. In case Lessor shall,  without fault on its part, be made a party to any
litigation  commenced by or against  Lessee,  then Lessee shall protect and hold
Lessor harmless,  and shall pay all costs,  expenses,  and reasonable attorneys'
fees incurred or paid by Lessor in connection with such litigation. Lessee shall
also pay all of Lessor's costs,  expenses,  and reasonable  attorneys' fees that
may be incurred by Lessor in enforcing the Lessee's  covenants and agreements in
this Lease.

                                   SECTION 11
                         Destruction of Leased Premises

Section  11.01:  In the event the Leased  Premises shall be partially or totally
destroyed  by fire or other  casualty  insured  under the  insurance  carried by

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Lessor  pursuant  to Section  10.02 of this  Lease,  as to become  partially  or
totally  untenantable,  the  damage to the Leased  Premises  shall  promptly  be
repaired by Lessor,  to the extent of any proceeds  received from any insurance,
unless Lessor shall elect not to rebuild as hereinafter provided, and a just and
proportionate  part of the fixed  minimum  rental and all other charges shall be
abated, annually, until so repaired. The obligation of Lessor hereunder shall be
limited to  reconstruction of the Leased Premises in accordance with the initial
plans and  specifications  for the  construction of the Leased  Premises.  In no
event shall Lessor be required to repair or replace Lessee's merchandise,  trade
fixtures,  furnishings,  or equipment If more than thirty-five  (35%) percent of
the  Leased  Premises  or more than  thirty-five  (35%) of the floor area of the
Building in which the Leased  Premises are located shall be destroyed by fire or
other  casualty,  then  Lessor may elect  either to repair or rebuild the Leased
Premises or the Building of which the Leased  Premises  are a part,  as the case
may be, or to  terminate  this Lease by giving  written  notice to Lessee of its
election to so  terminate,  such notice to be given within sixty (60) days after
the  occurrence of such damage or  destruction.  If Lessor elects to restore the
Leased  Premises,  Lessor shall do so within one hundred eighty (180) days after
giving notice to Lessee of such election.  If Lessor fails to tender  possession
to Lessee after the one hundred eighty (160) days,  Lessee shall have the option
of terminating this Lease by sending notice on the one hundred eightieth (180th)
day to  Lessor.  Such  notice  shall  inform  Lessor  of  Lessee's  election  to
terminate.

Section 11.02: Each party hereto does hereby remise,  release, and discharge the
other party hereto and any officer,  agent,  employee, or representative of such
party, of and from any liability whatsoever hereafter arising from loss, damage,
or injury  caused by fire or other  casualty  from which  insurance  (permitting
waiver of liability and  containing a waiver of  subrogation)  is carried by the
injured party at the time of such loss,  damage,  or injury to the extent of any
recovery by the injured party under such insurance.

                                   SECTION 12
                                 Eminent Domain

Section 12.01: In the event, during the term of this Lease, proceedings shall be
instituted under the power of eminent domain which shall result in the taking of
any part of the Leased  Premises or the floor area of the  Building in which the
Leased  Premises are a part, or the taking of a material  portion of the parking
area so that the  number of spaces is  thereby  reduced  to such an extent  that
Lessee's  business is  significantly  and  adversely  affected,  and which shall
result in an eviction total or partial of the Lessee therefrom, then at the time
of such  eviction,  this Lease  shall be void and the term above  demised  shall
cease and terminate;  and if Lessee shall  thereafter  continue in possession of
the Leased Premises or any part thereof, it shall be a Lease from month to month
and  for  no  longer  term,   anything  in  this   instrument  to  the  contrary
notwithstanding.  If there is only a partial taking,  not including a portion of
the Building  but  reducing the parking to the extent  described in the previous
sentence, the Lessor shall restore the parking to the extent necessary to permit
Lessee to continue  the use of the  premises  and there shall be no reduction in
the  monthly  rental.  Provided,  further,  that the  whole of any award for any
portion of the Building taken by reason of said  condemnation  proceedings shall
be the sole property of, and be payable to, the Lessor,  and provided,  further,
that the whole of any award for loss of business and for removal and  relocation
expenses in any condemnation  proceedings  shall be the sole property of, and be
payable  to, the  Lessee.  It is further  agreed  that in any such  condemnation
proceedings,  the  Lessor  and  Lessee  shall each seek its own award at its own
expense.

<PAGE>

                                   SECTION 13
                                   Assignment

Section 13.01: Lessee shall not assign or sublet the Leased Premises or any part
thereof without first obtaining the Lessor's  written  consent,  except that the
Lessee may, without Lessors consent,  assign or sublet all or any of the part of
the premises to wholly or substantially  owned subsidiaries of the Lessee, for a
use permitted  pursuant to Section 5.01 hereof,  and provided that Lessee is not
at such time in default  hereunder,  and provided  further  that such  successor
shall  execute an  instrument  in writing  assuming all of the  obligations  and
liabilities  to the  Lessor,  and  provided  further  that  such  assignment  or
subletting shall not operate to release Lessee from any of its obligations under
the Lease.

                                   SECTION 14
                             Inspection of Premises

Section 14.01: Lessee agrees to permit Lessor and the authorized representatives
of Lessor to enter the Leased  Premises at all reasonable  times during business
hours for the purpose of inspecting the same.

                                   SECTION 15
                             Fixtures and Equipment

Section  15.01:  All  fixtures  and  equipment  paid for by the  Lessor  and all
fixtures and equipment  which may be paid for and placed on the Leased  Premises
by the Lessee from time to time,  but which are so  incorporated  and affixed to
the Building that their removal would involve damage or structural change to the
Building, shall be and remain the property of the Lessor.
Section  15.02:  All  furnishings,  equipment,  and  fixtures  other  than those
specified in Section 15.01, which are paid for and placed on the Leased Premises
by Lessee  from time to time  (other  than  those  which  are  replacements  for
fixtures originally paid for by Lessor) shall remain the property of the Lessee.

                                   SECTION 16
                                Notice or Demands

Section  16.01:  All  notices to or  demands  upon  Lessor or Lessee  desired or
required to be given under any of the provisions hereof shall be in writing. Any
notices or demands  from Lessor to Lessee  shall be deemed to have been duly and
sufficiently given if a copy thereof has been mailed by United States mail in an
envelope  properly stamped and addressed to Lessee, at the address of the Leased
Premises,  or at such other address as Lessee may have last furnished in writing
to Lessor for such  purpose,  and any  notices or demands  from Lessee to Lessor
shall be deemed to have  been  duly and  sufficiently  given if mailed by United
States  mail in an envelope  properly  stamped  and  addressed  to Lessor at the
address last  furnished by written  notice from Lessor to Lessee.  The effective
date of such notice shall be one (1) business day  following the delivery of the
same to the United States Post Office for mailing.

                                   SECTION 17
                                   Bankruptcy

Section  17.01:  Lessee  covenants  and  agrees  that  if any one or more of the
following  events  occur,  namely:  (a) Lessee  shall be  adjudged a bankrupt or
insolvent  or trustee  shall be  appointed  for Lessee after a petition has been
filed for Lessee's  reorganization or arrangement  under the Federal  Bankruptcy
Laws, as now or hereafter amended,  or under the laws of any State, and any such
adjudication  or appointment  shall not have been vacated or stayed or set aside
within  thirty (30) days from the date of the entry or granted  thereof;  or (b)
Lessee shall file, or consent to any petition in bankruptcy or arrangement under
the Federal Bankruptcy Laws, as not or hereafter  amended,  or under the laws of
any State;  or 8 A decree or order  appointing  a receiver  of the  property  of
Lessee  shall be made and such  decree or order  shall  not have  been  vacated,
stayed  or set  aside  within  thirty  (30)  days  from the date of the entry or
granted  thereof,  or Lessee shall apply for or consent to the  appointment of a
receiver for Lessee;  or (d) Lessee shall make any assignment for the benefit or
credits;  then  it.shall be lawful for  Lessor,  at his  election,  to declare a
default as hereinafter defined and the term of the Lease ended.

                                   SECTION 18
                         Default, Re-entry, and Damages

Section 18.01: In case any rent or other payments  required to be made by Lessee
shall be due and remain  unpaid  for more than ten (10) days  after  due,  or if
default  be made in any of the other  covenants,  agreements,  stipulations,  or
conditions  herein  contained  and such default  shall  continue for a period of
thirty (30) days after written notice of such default, or if the leased premises
shall be deserted, or vacated, or if Lessee is declared bankrupt or insolvent as

<PAGE>

detailed  in Section  17.01  herein,  Lessor,  in  addition  to other  rights or
remedies it may have,  shall have the immediate right of re-entry and may remove
all  persons  and  property  from the Leased  Premises  pursuant  to  applicable
Michigan  law, such property may be removed and stored in any other place in the
Building in which the Leased Premises are situated,  or in any other place,  for
the  account of, and at the  expense  and at the risk of Lessee.  Lessee  hereby
waives all claims for damages  which may be caused by the re-entry of Lessor and
taking possession of the Leased Premises or removing or storing of furniture and
property  as herein  provided,  and will hold Lessor  harmless  from any and all
losses,  costs, or damages occasioned Lessor thereby, and no such re-entry shall
be considered or construed to be a forcible entry.

Section 18.02: Should Lessor elect to re-enter as herein provided,  or should it
take possession pursuant to legal proceedings or pursuant to any notice provided
for by law,  it may either  terminate  this lease or it may,  from time to time,
without  terminating this Lease,  re-let the Leased Premises or any part thereof
for such term or terms and at such  rental or rentals  and upon such other terms
and conditions as Lessor, in its sole discretion,  may deem advisable,  with the
right to make alterations and repairs to the Leased  Premises.  Rentals received
by Lessor  from such  re-letting  shall be applied  as  follows:  First,  to the
payment  of any  indebtedness,  other  than rent due  hereunder  from  Lessee to
Lessor,  including all damages sustained by Lessor as a result of the default of
Lessee;  Second, to the payment of rent or other payments required of Lessee for
taxes, insurance, or utilities due and unpaid hereunder,

Third, to the payment of any other sum specified in Section 3.02 hereof;

Fourth,  to the payment of any cost of such re-letting;

Fifth,  to the payment of the cost of any  alterations  or repairs to the Leased
Premises;  and the  residue,  if any,  shall be held by Lessor  and  applied  in
payment of further  rent,  as the same may  become  due and  payable  hereunder.
Should such rentals received from such re-letting  during any month be less than
the amount  agreed to be paid that month by Lessee  hereunder,  the Lessee shall
pay such  deficiency to Lessor.  Such  deficiency  shall be calculated  and paid
monthly.

No such re-entry or taking  possession of the Leased Premises by Lessor shall be
construed  as an election on its part to  terminate  this Lease unless a written
notice of such intention be given to Lessee or unless the termination thereof be
decreed  by  a  court  of  competent  jurisdiction.   Notwithstanding  any  such
re-letting  without  termination,  Lessor may, at any time thereafter,  elect to
terminate  this Lease for such  previous  breach.  Should  Lessor,  at any time,
terminate  this Lease for any breach,  in addition to any other  remedy,  it may
recover,  from  Lessee  all  damages  it may  incur by  reason  of such  breach,
including the cost of recovering the Leased Premises, and including the worth at
the time of such  termination  of the excess,  if any, of the amount of rent and
other  payments  required of Lessee  hereunder  and charges  equivalent  to rent
reserved  in this  Lease for the  remainder  of the stated  term,  over the then
reasonable rental value of the premises for the remainder of the stated term.

                                   SECTION 19
                      Surrender of Premises on Termination

Section  19.01:  Whenever  this Lease shall be  terminated,  whether by lapse of
time,  forfeiture,  or in any other way,  Lessee  will yield and  deliver up the
Leased  Premises,  including  the  Building  and  improvements  thereon  and the
fixtures and  equipment  belonging  to lessor  therein  contained,  peaceably to
Lessor in as good repair as when taken,  except for  reasonable  and normal wear
and tear.

                                   SECTION 20
                Performance by Lessor of the Covenants of Lessee

Section 20.01:  Should Lessee at any time fail to do any of the things  required
to be done by it under the provisions of this Lease,  Lessor,  at its option and
in  addition to any and all other  rights and  remedies of Lessor in such event,
may (but shall not be required to) do the same or cause the same to be done, and
the reasonable  amount of any money  expended by Lessor in connection  therewith
shall be due from  Lessee  to Lessor as  additional  rent on or before  the next
rental due date, bearing interest at the rate of one and one half (1.5%) percent
per month  from the date of  payment  until the  repayment  thereof to Lessor by
Lessee.  On default of such  payment,  Lessor shall have the same remedies as on
default in the payment of rent.

<PAGE>

                                   SECTION 21
                               Rights to Mortgage

Section 21.01:  Lessor reserves the right to subject and subordinate this Lease,
at all times,  to the lien of any mortgage or mortgages now or hereafter  placed
upon Lessor's interest in the said Leased Premises and on the land and Buildings
of which the said Leased  Premises  are a part or upon any  Buildings  hereafter
placed upon the land of which the Leased Premises form a part.  Lessee covenants
and agreed to execute and deliver,  upon  demand,  such  further  instrument  or
instruments  subordinating  this  Lease  to the  lien of any  such  mortgage  or
mortgages as shall be desired by Lessor and any mortgagees or proposed mortgage,
and hereby irrevocably appoints Lessor the attorney-in-fact of Lessee to execute
in  compliance  with this  Section  21.01 and  deliver  any such  instrument  or
instruments for and in the name of Lessee. Lessor acknowledges that Lessee shall
be permitted  to remain in  possession  of the Premises  under the terms of this
Lease as long as Lessee is not in  default  under the terms of this Lease or any
subordination.

                                   SECTION 22
                          Covenants of Quiet Enjoyment

Section 22.01: Lessor covenants and agrees to and with Lessee that, at all times
when  Lessee is not in  default  under the terms of and  during the term of this
Lease,  Lessee's quiet and peaceable  enjoyment of the Leased Premises shall not
be disturbed or interfered with by Lessor or any person claiming by, through, or
under Lessor.

                                   SECTION 23
                                Security Deposit

Section 23.01:  Pursuant to Section 3.01 hereof, Lessee shall deposit the sum of
Seven  Thousand and 00/xx Dollars  ($7,000.00)  which Lessor agrees to retain as
security for the faithful performance of all of the covenants,  conditions,  and
agreements  of this Lease,  but in no event shall the Lessor be obliged to apply
the same  upon  rents or other  charges  in  arrears,  or upon  damages  for the
Lessee's failure to perform the said covenants,  conditions, and agreements; the
Lessor may so apply the security at its option;  and the  Lessor's  right to the
possession of the premises for  nonpayment of rent or for any other reason shall
not in any event be  affected  by reason of the fact that the Lessor  holds this
security.  The said sum,  if not  applied  toward  the  payment of rent or other
charges in  arrears,  or toward the  payment  of damages  suffered  by Lessor by
reason of the Lessee's  breach of the covenants,  conditions,  and agreements of
this  Lease,  shall be  returned  to the Lessee  when this Lease is  terminated,
according  to these terms,  and in no event is the said  security to be returned
until the Lessee has vacated the premises,  delivered  possession to the Lessor,
and Lessor has inspected said premises.

In the event that the Lessor  repossesses itself of the said premises because of
the  Lessee's  default  or  because  of the  Lessee's  failure  to carry out the
covenants,  conditions,  and  agreements of the Lease,  the Lessor may apply the
said security upon all damages suffered to the date of said repossession and may
retain the said  security to apply upon such damages as may be suffered or shall
accrue thereafter by reason of the Lessee's default or breach.  The Lessor shall
not be obliged to keep the said  security  as a separate  fund,  but may mix the
said  security  with its own funds and there  shall be paid no  interest on said
security deposit.

                                   SECTION 24
                                  Holding Over

Section 24.01: In the event of Lessee herein holding over after the termination.
of this  Lease,  thereafter  the  tenancy  shall  be from  month to month in the
absence of a written  agreement to the contrary  subject to all the  conditions,
provisions and obligations of this Lease insofar as the same are applicable to a
month to month tenancy, but at a monthly rental of one hundred percent (125%) of
the monthly rental stipulated in Section 3.

<PAGE>

                                   SECTION 25
                         Remedies Not Exclusive; Waiver

Section 25.01: Each and every of the rights,  remedies, and benefits provided by
this Lease shall be cumulative,  and shall not be exclusive of any other of said
rights,  remedies and benefits, or of any other rights,  remedies,  and benefits
allowed by law.

Section 25.02:  One or more waivers of any covenant or condition by Lessor shall
not be  construed  as a waiver of a  further  or  subsequent  breach of the same
covenant of condition, and the consent or approval by Lessor to or of any act by
Lessee  requiring  Lessors  consent or approval  shall not be deemed to waive or
render  unnecessary  Lessors consent or approval to or of any subsequent similar
act by Lessee.

                                   SECTION 26
                             Right to Show Premises

Section  26.01:  The Lessee  hereby  agrees that,  for a period  commencing  one
hundred eighty (180) days prior to the termination of this Lease, the Lessor may
show the Leased  Premises and building to prospective  Lessees,  and one hundred
eighty  (180) days prior to the  termination  of this Lease,  Lessor may display
about said Leased Premises the usual and ordinary "For Lease" signs.

                                   SECTION 27
                                Lessee's Property

Section 27.01:  Lessee shall be responsible for and shall pay before delinquency
all municipal, county, state, and federal taxes assessed during the term of this
Lease against any lease-hold interest or personal property of any kind, owned by
or placed in, upon, or about the leased premises by the Lessee.

Section  27.02:  The Lessor shall not be responsible or liable to the Lessee for
any loss or damage that may be occasioned by or through the acts or omissions of
persons  occupying  adjoining  premises,  or any  part  of the  Leased  Premises
adjacent to or connected with the Leased Premises hereby leased,  or any part of
the Building of which the Leased  Premises are a part, or for any loss or damage
resulting to the Lessee or its property from bursting,  stoppage,  or leaking of
water,  gas,  sewer, or steam pipes, or for any damage or loss of property on or
within the Leased Premises from any cause whatsoever.

                                   SECTION 28
                                 Renewal Option

Section 28.01: The Lessee will have one five year option to renew this Lease, if
at the time of  renewal,  the Lessee is not in  default  under the terms of this
Lease,  the Lessee can  exercise  this option in a written  notification  to the
Lessor 8 months before the  termination of this Lessee,  with the  understanding
that all terms of this Lease will remain  except  that the  monthly  rental rate
will be  renegotiated.  The new rate will not exceed 125% of the original  rate.
Additionally,  the Lessee will receive a $5 per square foot allowance for tenant
improvements upon exercising the option.

                                   SECTION 29
                                Future Expansion

Section  29.01:  During  the term of this  Lease,  the  Lessee has the option of
requesting  an  expansion  of up to  5,000  square  feet  as  shown  on  Exhibit
(degree)A".  The Lessor is obligated to build the expansion  according to Lessee
requirement's, so long as both Lessor and Lessee agree on the cost and method of
payment of such said improvements. Costs will be based on true expenses plus ten
percent  (10%)  profit.  The  method  of  payment  will use a twenty  (20)  year
amortization  calculation for shell costs and an amortization  calculation equal
to the actual remaining term for the leasehold improvement costs.

<PAGE>

                                   SECTION 30
                                  Miscellaneous

Section 28.01:  This Lease shall be governed by and construed in accordance with
the laws of the  State  of  Michigan.  If any  provisions  of this  Lease or the
application  thereof to any person or  circumstances  shall,  to any extent,  be
invalid or  unenforceable,  the  remainder  of this Lease  shall not be affected
thereby,  and each provision of the Lease shall be valid and  enforceable to the
fullest extent permitted by the law.

Section 28.02: The captions of this Lease are for convenience  only, and are not
to be construed as part of this Lease, and shall not be construed as defining or
limiting, in any way, the scope of intent of the provisions hereof.

Section  28.03:  Whenever  herein the  singular  member is used,  the same shall
include the plural,  and the  masculine  gender  shall  include the feminine and
neuter genders.

Section 28.04:  This Lease shall  constitute the entire agreement of the parties
hereto; all prior agreements  between the parties,  whether written or oral, are
merged herein and shall be of no force and effect. This lease cannot be changed,
modified,  or discharged orally, but only by an agreement in writing,  signed by
the party against whom enforcement of the change, modification,  or discharge is
sought.

Section 28.05: If Lessor shall fail to perform any covenant,  term, or condition
of this Lease upon Lessors part to be performed, and if as a consequence of such
default  Lessee shall recover a money  judgment  against  Lessor,  such judgment
shall be satisfied  only out of the proceeds of sale received upon  execution of
such judgment and levie thereon against the right, title, and interest of Lessor
in the Building and property of which the Leased  Premises are a part and out of
the rents or other income from such property  receivable by Lessor,  and neither
Lessor nor any of the  members  comprising.  the limited  liability  corporation
which is the Lessor herein shall be liable for any deficiency.

Section 28.06:  In the event any  proceedings are brought for the foreclosure of
or in the event of  exercise  of the power of sale  under any  mortgage  made by
Lessor covering the leased premises,  Lessee shall, at the option and request of
Purchaser,  attom  to the  Purchaser  upon  any  such  foreclosure  or sale  and
recognize such Purchaser as the Lessor under this Lease.

Section 28.07: In the event of any transfer or transfers of Lessor's interest in
the Premises,  the  transferor  shall be  automatically  relieved of any and all
obligations  and  liabilities on the part of Lessor  accruing from and after the
date of such  transfer.  Lessor  acknowledges  that the obligation of the Lessor
under this Lease shall be  transferred  to the party  receiving  the interest of
Lessor.

Section 28.08:  All rights and  liabilities  herein given to or imposed upon the
respective parties hereto shall extend to and bind the several respective heirs,
executors,  administrators,  successors, and assigns of the said parties; and if
there  shall be more  than one  Lessee,  they  shall  all be bound  jointly  and
severally by the terms,  covenants,  and agreements herein. No rights,  however,
shall inure to the benefit of any assignee of Lessee  unless the  assignment  to
such  assignee has been approved by Lessor,  in writing,  as provided in Section
13.01 hereof.

Section 28.09:  This agreement shall inure to the benefit of and be binding upon
the  parties  hereto,   their  respective  heirs,   administrators,   executors,
representatives, successors, and permitted assigns.

Section 28.10: No payment by Lessee or receipt by Lessor of a lesser amount than
the monthly rent herein  stipulated  shall be deemed to be other than on account
of the earliest  stipulated  rent, nor shall any endorsement or statement on any
check or any  letter  accompanying  any  check or  payment  as rent be deemed an
accord and  satisfaction,  and Lessor shall accept such check or payment without
prejudice  to  Lessor's  right to recover the balance of such rent or pursue and
other remedy in this Lease.

Section 28.11:  The submission of this Lease for examination does not constitute
a  reservation  of or option for the Leased  Premises.  This Lease shall  become
effective only upon execution and delivery thereof by Lessor to Lessee.

<PAGE>

                                   SECTION 29
                                  Environmental

Section  29.01:  Lessee shall neither  generate,  store,  discharge nor bury any
toxic or hazardous waste or substance or material or any chemicals or substances
which are either toxic or hazardous at or upon the Leased Premises and Building,
as the terms "toxic" or "hazardous" are defined under all currently  existing or
future applicable federal,  state or local environmental laws, Lessor and Lessee
understand and acknowledge,  however, that Lessee may utilize certain substances
or materials in the Leased  Premises  incidental to its operations  which are or
may be classified as hazardous or toxic substances,  such as cleaning  solvents,
degreasing agents,  adhesives,  greases, oils and lubricants,  and the like. All
such substances may be utilized and stored in proper containers only temporarily
on the Leased Premises and shall be properly disposed of and transported off the
Leased Premises in compliance with all applicable  environmental  and other laws
and ordinances.

All other  substances  which are non-toxic or  non-hazardous  shall be stored in
proper  containers.  No substances or materials  shall be stored  outside of the
Building which constitutes the Leased Premises without  Landlord's prior written
approval.  Tenant shall forever indemnify and hold harmless and defend Landlord,
its successors and assigns and any mortgagee from and against all loss,  damage,
claim and expense,  including  attorney's fees,  incurred in connection with the
generation,  burial,  storage or disposal by Tenant of said  hazardous  or toxic
substances  upon  the  Premises,  and such  indemnification  shall  survive  the
expiration or termination of this Lease or any extensions.

IN WITNESS  WHEREOF,  the Lessor and Lessee have  executed  this Lease as of the
date set forth at the outset hereof.

WITNESS: LESSOR:
AMR HOLDINGS, L.L.C.
a Michigan Lim Limited Liability Corporation

LESSEE:
FAAC Corp.
A Michigan Corporation