Exhibit
      10.54


**FIRST
        LEASE MODIFICATION**
 
 **THE
        LEASE AGREEMENT** dated
        January 28, 2003 by and between **AMERICAN
        CENTER LLC** ,
        a
        Michigan Limited Liability Company f/k/a **AMERICAN CENTER ACQUISITION, LLC,** a
        Michigan Limited Liability Company successor in interest to **HALL AMERICAN CENTER ASSOCIATES: LIMITED PARTNERSHIP,** a
        Michigan Limited Partnership (the “Landlord”), and **LDMI TELECOMMUNICATIONS INC.,** a
        Michigan corporation (the “Tenant”) for **Suites
        #400 and #500** consisting
        of 38,336 rentable square feet (the “Premises” or “demised premises”) in the **AMERICAN
        CENTER** (the
        “Building”) 27777 Franklin Road, Southfield, Michigan 48034 (the “Project”) is
        hereby modified as follows:
 
 1.  Tenant
        shall lease Suite #1660 on an “as-is” basis (the “Additional Office Space”)
        consisting of 1,258 rentable / 1,108 usable square feet (as marked on Exhibit
        “A”) of Office Space for a term of ten years, six months to become effective
        June 1, 2003 and expire November 30, 2013. Landlord shall not be responsible
        for
        constructing any improvements in the Additional Office Space for the benefit
        of
        Tenant or any other person. Landlord’s delivery of the Additional Office Space
        to Tenant shall not constitute a representation, warranty or agreement, and
        Landlord shall have no responsibility or liability for, the completeness,
        design
        sufficiency, or the compliance of the Additional Office Space with any laws,
        rules or regulations of any governmental or other authority,
 
 
 2.  **DELETION
        OF CERTAIN TERMS AND CONDITIONS -** Section
        1.01 (g), BASE RENT, of the Lease dated January 28, 2003 is deleted in its
        entirety and replaced with the following:
 
 The
        Base
        Monthly Rent shall be:
 
 Date
              Existing
              Additional
                  Office Space
              Total
                  Monthly Base Rent
              Annual
                  Base Rent6/1/03
                  - 5/31/04
              $66,289.33
              $2,175.29
              $68,464.62
              $821,575.446/1/04
                  - 5/31/05
              $67,886.67
              $2,227.71
              $70,114.38
              $841,372.566/1/05
                  - 5/31/06
              $69,484.00
              $2,280.13
              $71,764.13
              $861,169.566/1/06
                  - 5/31/07
              $72,678.67
              $2,384.96
              $75,063.63
              $900,763.566/1/07
                  - 5/31/08
              $74,276.00
              $2,437.38
              $76,713.38
              $920,560.566/1/08
                  - 5/31/09
              $75,873.33
              $2,489.79
              $78,363.12
              $940,357.446/1/09
                  - 5/31/10
              $77,470.67
              $2,542.21
              $80,012.88
              $960,154.566/1/10
                  - 5/31/11
              $79,068.00
              $2,594.63
              $81,662.63
              $979,951.566/1/11
                  - 5/31/12
              $80,665.33
              $2,647.04
              $83,312.37
              $999,748.446/1/12
                  - 5/31/13
              $82,262.67
              $2,699.46
              $84,962.13
              $1,019,545.566/1/13
                  - 11/30/13
              $82,262.67
              $2,699.46
              $84,962.13
              $509,772.78***Aggregate**
              $9,754,972.02
 
 *
        total
        is for six months
 
 3.  Effective
        upon the date of this First Lease Modification, the Existing Office Space
        and
        the Additional Office Space for a total square footage of 37,398 usable /
        39,
        594 rentable square feet shall be called the Premises.
 
 4.  The
        Base
        Year shall remain 2004.
 
 5.  **DELETION
        OF CERTAIN TERMS AND CONDITIONS -** Section
        1.01 (h), TENANT’S PROPORTIONATE SHARE, of the Lease dated January 28, 2003 is
        deleted in its entirety and replaced with the following:
 
 **TENANT'S
        PROPORTIONATE SHARE:**
 
 Tenant’s
        Proportionate Share of Operating
        Expenses, Utilities and Taxes :
 39,594 Rentable
        square feet in the Premises divided by
 488,465 Rentable
        square feet in the Building = 8.1058%
 
 Tenant’s
        Proportionate Share of Office
        Tower Space Cleaning :
 39,594 Rentable
        square feet in the Premises divided by
 442,370 Rentable
        square feet in the Building 8.9504%
 
 
 
 6.  **DELETION
        OF CERTAIN TERMS AND CONDITIONS -** Section
        D1, EXCESS TENANT IMPROVEMENT COSTS, of the Lease dated January 28, 2003
        is
        deleted in its entirety and replaced with the following:
  **EXCESS
        TENANT IMPROVEMENT COSTS** -
        Landlord shall provide up to **Nine
        Hundred Forty-Eight Thousand Eight Hundred Sixteen Dollars
        ($979,951.50)** (the
        "Tenant Improvement Allowance")
        for the tenant improvements. Tenant shall be responsible for all costs in
        excess
        of the Tenant Improvement Allowance to construct the Tenant Improvements
        in
        accordance with the Plans. In the event the cost of completing the Tenant
        Improvements is less than the Tenant Improvement Allowance, Landlord shall
        retain the difference and Tenant shall have up
        to twelve (12) months to use the remaining balance of the Tenant Improvement
        Allowance for other improvements to the Premises or for other ancillary
        leasehold improvements, such as the installation of equipment, facilities
        and
        business communication facilities to the Premises, however, in no event shall
        such excess Tenant Improvement Allowance available for Tenant’s use for such
        ancillary costs exceed **Ninety
        Four Thousand Eight Hundred Eighty One and 60/100** **Two** **One** **Hundred
        Fifty** **Eighty
        Nine** **Thousand** **Seven
        Hundred Sixty Three and 20/100** **Dollars** **($94,551.60)
        ($189,763.20)** **($250,000.00)** .
        If
        Tenant elects to use any or all of such remaining balance of the Tenant
        Improvement Allowance Tenant shall provide ten (10) days prior written notice
        to
        Landlord of its intent to use all or a portion of such remaining balance
        of the
        Tenant Improvement Allowance within thirty (30) days of such notice to Landlord.
        After the twelfth (12 th )
        lease
        month Tenant have
        no claim for and not be entitled to receive any such sums. In the event the
        estimated cost of completing the Tenant Improvements in accordance with the
        Plans as a result of Tenant changes shall exceed the Tenant Improvement
        Allowance, the Landlord shall provide Tenant with a C hange O rder
        (as defined below), documenting such increased cost and Tenant shall reimburse
        Landlord for such increased costs pursuant
        to the payment terms set forth in such C hange O rder.
  
 7.  **DELETION
        OF CERTAIN TERMS AND CONDITIONS -** Section
        D4.02, Deferral of Base Rent, of the Lease dated January 28, 2003 is deleted
        in
        its entirety and replaced with the following:
  **Deferral** **** **of
        Base Rent -** The
        amounts defined in the table below the “Deferred Rent”, of the Base Rent due for
        each Deferral Period will be paid according to Paragraph D4.03 of the Lease,
        and
        the balance of the Base Rent will be paid according to the Lease.
   
 **For
                  Deferral Periods**
                
                **(defined
                  above)**
              **DEFERRED
                  RENT**First
                  Deferral Period
              $68,464.62,
                  the "First Deferred Rent"Second
                  Deferral Period
              $68,464.62,
                  the "Second Deferred Rent"Third
                  Deferral Period
              $68,464.62,
                  the "Third Deferred Rent"Fourth
                  Deferral Period
              $68,464.62,
                  the "Fourth Deferred Rent"Fifth
                  Deferral Period
              $68,464.62,
                  the "Fifth Deferred Rent"Sixth
                  Deferral Period
              $68,464.62,
                  the "Sixth Deferred Rent"Seventh
                  Deferral Period
              $68,464.62,
                  the "Seventh Deferred Rent"Eighth
                  Deferral Period
              $68,464.62,
                  the "Eighth Deferred Rent"Ninth
                  Deferral Period
              $68,464.62,
                  the "Ninth Deferred Rent"Tenth
                  Deferral Period
              $68,464.62,
                  the "Tenth Deferred Rent"Eleventh
                  Deferral Period
              $68,464.62.
                  the “Eleventh Deferred Rent”Twelfth
                  Deferral Period
              $68,464.62,
                  the “Twelfth Deferred Rent”Thirteenth
                  Deferral Period
              $35,057.19,
                  the " Thirteenth Deferral Rent"Fourteenth
                  Deferral Period
              $35,057.19,
                  the "Fourteenth Deferral Rent"Fifteenth
                  Deferral Period
              $70,114.38,
                  the "Fifteenth Deferral Rent"Sixteenth
                  Deferral Period
              $35,057.19,
                  the "Sixteenth Deferral Rent"Seventeenth
                  Deferral Period
              $35,057.19,
                  the "Seventeenth Deferral Rent"Eighteenth
                  Deferral Period
              $70,114.38,
                  the "Eighteenth Deferral Rent"Nineteenth
                  Deferral Period
              $35,057.19,
                  the "Nineteenth Deferral Rent"Twentieth
                  Deferral Period
              $35,057.19,
                  the "Twentieth Deferral Rent"Twenty-First
                  Deferral Period
              $70,114.38,
                  the "Twenty-First Deferral Rent"Twenty-Second
                  Deferral Period
              $35,057.19,
                  the "Twenty-Second Deferral Rent"Twenty-Third
                  Deferral Period
              $35,057.19,
                  the “Twenty-Third Deferral Rent”Twenty-Fourth
                  Deferral Period
              $35,057.19,
                  the “Twenty-Fourth Deferral Rent”
 
 
 
 8.  **NON-DISCLOSURE
        -** Tenant
        will not record this Lease or a memorandum hereof, and will not otherwise
        disclose the terms of this Lease to anyone other than its attorneys, accountants
        or employees who need to know of its contents in order to perform their duties
        for Tenant. Any other disclosure will be an event of Default under the Lease.
        Tenant agrees that Landlord shall have the right to publish a "tombstone"
        or
        other promotional description of this Lease.
 
 Except
        as
        hereinabove specifically provided to the contrary, all of the remaining terms,
        covenants, and agreements contained in said Lease, and all modifications
        thereafter, shall remain in full force and effect and shall be applicable
        to the
        Premises as described in said Lease is hereby acknowledged, ratified, and
        confirmed by the parties hereto.
 
 **TENANT:**   **LANDLORD:**
 
 **LDMI
                  TELECOMMUNICATIONS, INC.,**a
                  Michigan corporation
              **AMERICAN
                  CENTER LLC**,
                  a
                  Michigan Limited Liability Company f/k/a**AMERICAN CENTER ACQUISITION, LLC,**a
                  Michigan Limited Liability Company successor in interest to**HALL AMERICAN CENTER ASSOCIATES: LIMITED PARTNERSHIP,**a
                  Michigan Limited Partnership**By:
                  Southfield Office Manager,
                  Inc.**
  
 BY: /s/
        Michael Mahoney  BY:
        /s/ Paul A. Stodulski
 Printed  Michael
        Mahoney Printed: Paul
        A. Stodulski - Secretary
 DATED:
        2/13/03   DATED:
        2/13/03
 
 
  
  **EXHIBIT
        A**
 
 **ADDITIONAL
        OFFICE SPACE**
 
 
 
 
 
 
 Approved
        by Tenant:
  **LDMI
        TELECOMMUNICATIONS, INC.,** a
        Michigan corporation
   
 By:
        /s/ Michael Mahoney
 Printed:
        Michael Mahoney
 Its:
        CFO