**SOUTHFIELD
      TECHNECENTER**














**LEASE**








**BY
      AND BETWEEN**





**SOUTHFIELD
      TECHNECENTER RE 1 LLC**





**(As
      Landlord)**





**AND**





**TALK
      AMERICA INC.**





**(As
      Tenant)**


























Article
      1  Lease
      of Premises


Section
      1.1  Basic
      Lease Provisions and Definitions.


Section
      1.2  Leased
      Premises.


Article
      2  Term
      and Possession


Section
      2.1  Lease
      Term.


Section
      2.2  Construction
      of Tenant Improvements.


Section
      2.3  Surrender
      of the Premises.


Section
      2.4  Holding
      Over.


Section
      2.5  Options.


Article
      3  Rent


Section
      3.1  Base
      Rent.


Section
      3.2  Additional
      Rent.


Section
      3.3  Late
      Charges.


Article
      4  Security
      Deposit


Article
      5  Use


Section
      5.1  Use
      of
      Leased Premises.


Section
      5.2  Covenants
      of Tenant Regarding Use.


Section
      5.3  Landlord's
      Rights Regarding Use.


Article
      6  Utilities
      and Services


Section
      6.1  Services
      to be Provided.


Section
      6.2  Additional
      Services.


Section
      6.3  Interruption
      of Services.


Article
      7  Maintenance
      and Repairs


Section
      7.1  Tenant's
      Responsibility.


Section
      7.2  Landlord's
      Responsibility.


Section
      7.3  Alterations.


Article
      8  Casualty


Section
      8.1  Casualty.


Section
      8.2  Fire
      and Extended Coverage Insurance.


Section
      8.3  Waiver
      of Subrogation.


Article
      9  Liability
      Insurance


Section
      9.1  Tenant's
      Responsibility.


Section
      9.2  Tenant's
      Insurance.


Article
      10  Eminent
      Domain


Article
      11  Assignment
      and Sublease


Article
      12  Transfers
      by Landlord


Section
      12.1  Sale
      and Conveyance of the Building.


Section
      12.2  Subordination
      and Estoppel Certificate.


Section
      12.3  Lender's
      Right.


Section
      12.4  Non-Disturbance
      Agreement.


Article
      13  Default
      and Remedy


Section
      13.1  Default.


Section
      13.2  Remedies.


Section
      13.3  Landlord's
      Default and Tenant's Remedies.


Section
      13.4  Limitation
      of Landlord's Liability.


Section
      13.5  Nonwaiver
      of Defaults.


Section
      13.6  Attorneys'
      Fees.


Article
      14  Right
      of First Offer


Section
      14.1  Exercise
      of Expansion Right.


Section
      14.2  Terms
      for Expansion Area


Article
      15  Right
      of First Refusal


Article
      16  Notice
      and Place of Payment


Section
      16.1  Notices.


Section
      16.2  Place
      of Payment.


Article
      17  Hazardous
      Materials


Article
      18  Mold
      Monitoring, Inspecting, and Remediation


Section
      18.1  Monitoring
      of Leased Premises.


Section
      18.2  Inspection
      of Leased Premises.


Section
      18.3  Remediation
      of Mold.


Article
      19  Telecommunications
      Use


Section
      19.1  Telecommunications
      Equipment and Systems.


Section
      19.2  Fiber
      Access.


Section
      19.3  Co-Location.


Article
      20  Storage
      Space


Article
      21  [Reserved]


Article
      22  Miscellaneous


Section
      22.1  Benefit
      of Landlord and Tenant.


Section
      22.2  Governing
      Law.


Section
      22.3  Force
      Majeure.


Section
      22.4  Condition
      of Premises.


Section
      22.5  Examination
      of Lease.


Section
      22.6  Indemnification
      for Leasing Commissions.


Section
      22.7  Quiet
      Enjoyment.


Section
      22.8  Severability
      of Invalid Provisions.


Section
      22.9  Representations
      and Warranties.


Section
      22.10  Survival.


Section
      22.11  Financial
      Statements.


Section
      22.12  Preparation
      of Lease.


Section
      22.13  Abandonment.


Section
      22.14  Security
      Systems.


Section
      22.15  Construction
      Allowance.








**Lease
      Agreement**





This
      Lease is executed this 24th day of February, 2003, by and between **Southfield
      TechneCenter RE 1 LLC** ,
      a
      Michigan limited liability company ("Landlord"), and **Talk
      America Inc.** ,
      a
      Pennsylvania corporation ("Tenant").





WITNESSETH:





**Article
      1**  **Lease
      of Premises**




Section
      1.1  Basic
      Lease Provisions and Definitions .




A.
            Building
                Address: 21314 Melrose Avenue, Southfield, Michigan 48075; Building
                No. 10
                (the "Building"); located in Southfield TechneCenter (the
                "Park");





B.  Rentable
      Area:





Leased
      Premises: 6,978 rentable square feet


Building:
      41,226 rentable square feet


Park:
      605,386 rentable square feet





C.
            Tenant's
                Share of Building Premises Expenses: A fraction in which the numerator
                is
                the rentable square footage of the Leased Premises and the denominator
                of
                which is the rentable square footage within the Building. Tenant’s Share
                of Building Premises Expenses has been calculated to be
                16.93%.





Tenant's
      Share of Park Expenses: A fraction in which the numerator is the rentable square
      footage of the Leased Premises and the denominator is the rentable square
      footage within all of the buildings in the Park with tenants that share the
      Park
      Expenses. Tenant’s Share of Park Expenses has been calculated to be
      1.15%.





D.  Minimum
      Annual Rent:





Period
            Annual
                MinimumRent
                per sq. ft.
            Annual
              Minimum
                Rent
            Monthly
              Minimum
                RentLease
                Year 1
            $10.75
            $75,013.50
            $6,251.13Lease
                Year 2
            $11.07
            $77,246.46
            $6,437.21Lease
                Year 3
            $11.40
            $79,549.20
            $6,629.10Lease
                Year 4
            $11.75
            $81,991.50
            $6,832.63Lease
                Year 5
            $12.10
            $84,433.80
            $7,036.15Lease
                Year 6
            $12.46
            $86,945.88
            $7,245.49Lease
                Year 7
            $12.84
            $89,597.52
            $7,466.46Lease
                Year 8
            $13.22
            $92,249.16
            $7,687.43Lease
                Year 9
            $13.62
            $95,040.36
            $7,920.03Lease
                Year 10
            $14.03
            $97,901.34
            $8,158.45





“Lease
                Year 1” shall be the one-year period commencing on the Commencement Date,
                and each subsequent Lease Year shall be the one-year period beginning
                on
                the annual anniversary of the Commencement Date. However, if theCommencement
                Date is other than the first day of a calendar month, the first Lease
                Year
                shall begin on the first day of the first full calendar month following
                the Commencement Date, and each subsequent Lease Year shall be the
                one-year period beginning on the annual anniversary of the first
                Lease
                Year. During the period (if any) beginning on the Commencement Date
                and
                ending on the first day of the first Lease Year, Tenant’s obligation to
                pay Minimum Annual Rent shall be pro-rated based on the rate for
                the first
                Lease Year.








**Upon
      execution of this Lease, Tenant shall pay Landlord the first month’s installment
      of Minimum Annual Rent and the Security Deposit referenced in Section
      1.1.G.**





E.
            Lease
                Term: Beginning on the Commencement Date and ending ten (10) years
                after
                the beginning of the first Lease
                Year;





F.
            Commencement
                Date: Upon execution of this Lease by Landlord and
                Tenant;





G. Security
      Deposit: $6,251.00





H.
            Brokers:
                Signature Associates, representing Landlord, and The John Buck Company
                and
                Paragon Corporate Realty Services, representing
                Tenant;





I.
            Permitted
                Use: Installation, operation, maintenance and replacement of
                telecommunications equipment and switching/transmission facilities,
                including, without limitation, a local and/or long distance switch,
                node,
                hub, customer collocation and related equipment, together with general
                offices and other uses normally related thereto, and for no other
                purpose
                without the written consent of Landlord. Without limiting the foregoing,
                Tenant shall have the right to install, operate, repair, maintain
                and
                replace fiber optic or other cable and related equipment according
                to all
                governmental codes and regulations and in accordance with this Lease
                for
                the purpose of providing telecommunications services to the public,
                including to other tenants of the
                Park;





J.  Address
      for notices (as such addresses may be changed pursuant to Section
      16.1):





Landlord:  Southfield
      TechneCenter


c/o
      Grubb
& Ellis Management
      Services, Inc.


26555
      Evergreen


Suite
      500


Southfield,
      Michigan 48075


Facsimile
      No.: (248) 357-0923


Attn:
      Southfield TechneCenter Property Manager





and





Southfield
      TechneCenter RE 1 LLC


c/o
      Pomeroy Investment Corporation


74
      E.
      Long Lake Road


Bloomfield
      Hills, MI 48304


Facsimile
      No.: (248) 723-2109


Attn:
      Director of Asset Management





Tenant:  Talk
      America Inc.


6805
      Route 202


New
      Hope,
      PA 18938


Facsimile
      No.: (215) 862-1960


Attn:
      General Counsel








Address
      for rental and other payments:





Southfield
      TechneCenter


c/o
      Grubb
& Ellis Management
      Services, Inc.


26555
      Evergreen


Suite
      500


Southfield,
      Michigan 48075


Facsimile
      No.: (248) 357-0923


Attn:
      Southfield TechneCenter Property Manager





Section
      1.2  Leased
      Premises .




Landlord
      hereby leases to Tenant and Tenant leases from Landlord, subject to all of
      the
      terms and conditions set forth herein, that portion of the Building referenced
      in Section
      1.1A of the
      Basic
      Lease Provisions and designated on Exhibit
      A attached
      hereto (the "Leased Premises"). Tenant
      acknowledges that it has had the opportunity to measure the Leased Premises
      and
      agrees that the Leased Premises shall be deemed to include the number of square
      feet set forth in Section 1.1.B. and in no event shall Tenant have the right
      to
      challenge, demand, request or receive any change in the base rent or other
      sums
      due hereunder as a result of any claimed or actual error or omission in the
      measured square footage of the Leased Premises. Landlord
      also grants to Tenant, together with and subject to the existing rights and
      those other rights granted from time to time by Landlord to others, the
      nonexclusive right to use for vehicular and pedestrian ingress and egress and
      parking of passenger vehicles the "Building Premises" and "Common Areas" within
      the Park and the parking area adjoining the Building and designated on Exhibit
      B. The
      Leased Premises does not include, and Landlord excludes from the Leased
      Premises, the exterior walls and roof of the Building and the land beneath
      the
      Building. Subject to the terms and conditions set forth in Articles 7 and 19
      of
      this Lease, Landlord further grants to Tenant the right to install and use
      certain Telecommunications Equipment, supplemental air conditioning system(s),
      fiber optic cable, a back-up power supply and related equipment and systems
      on
      the roof and in other portions of the Building and the Park, together with
      the
      right to use certain Storage Space (as defined in Article 20) located in the
      Park as set forth in Article 20.








"Building
      Premises" shall mean the Building and the area within and appurtenant to the
      Building designated for use in common by all tenants of the Building and their
      respective employees, agents, customers, invitees and others including by way
      of
      illustration, but not limitation, sidewalks, landscaped areas, parking areas
      and
      driveways appurtenant to the Building, and as depicted on Exhibit
      B ,
      attached hereto and incorporated herein by this reference. The area of the
      Building Premises may be adjusted from time to time as necessary; *provided* that any
      such adjustment shall not materially impact Tenant’s rights to use the Leased
      Premises and other areas of the Park as provided in this Section
      1.2.





"Common
      Areas" shall mean the areas within the Park that are designated for use in
      common by all tenants of the Park (which do not include areas defined as the
      Building Premises or any common areas appurtenant to any other building within
      the Park) and their respective employees, agents, customers, invitees and
      others, and include by way of illustration, but not limitation, sidewalks,
      landscaped areas, storm and sanitary sewer systems and other utilities servicing
      the Park, access and perimeter roads, truck passageways (which may be in whole
      or in part below grades), and driveways; and any portion of the Park not
      heretofore included within Common Areas shall be included when so designated
      and
      improved for common use. Notwithstanding the foregoing, Tenant will not
      participate in any costs associated with any parking lot maintenance other
      than
      that within the Building Premises. The area of the Common Areas may be adjusted
      from time to time as necessary.





**Article
      2**  **Term
      and Possession**




Section
      2.1  Lease
      Term .




The
      term
      of this Lease (the original approximately 10-year lease term referred to in
      Section 1.1.E. is hereinafter sometimes referred to as the “Original Term”; and
      the Original Term as extended by Tenant pursuant to Section 2.5 by the exercise
      of any Option Terms is hereinafter referred to as the “Lease Term”) shall be the
      period of time specified in the Basic Lease Provisions and shall commence on
      the
      Commencement Date described in the Basic Lease Provisions. Upon delivery of
      possession of the Leased Premises to Tenant, Tenant shall execute a letter
      of
      understanding acknowledging (i) the Commencement Date of this Lease, and (ii)
      that Tenant has accepted the Leased Premises for occupancy and that the
      condition of the Leased Premises (including any tenant finish improvements
      constructed thereon), the Building Premises and Common Areas were at the time
      satisfactory and in conformity with the provisions of this Lease in all
      respects. Such letter of understanding shall become a part of this Lease. If
      Tenant takes possession of and occupies the Leased Premises, Tenant shall be
      deemed to have accepted the Leased Premises as described above, even though
      Tenant may not have executed the letter of understanding.








Section
      2.2  Construction
      of Tenant Improvements .




Tenant
      has personally inspected the Leased Premises and accepts the same "as is"
      without representation or warranty by Landlord of any kind and with the
      understanding that Landlord shall have no responsibility with respect thereto
      except as otherwise specifically set forth in this Lease.





Section
      2.3   Surrender
      of the Premises .




Upon
      the
      expiration or earlier termination of this Lease, or upon the exercise by
      Landlord of its right to reenter the Leased Premises without terminating this
      Lease, Tenant shall immediately surrender the Leased Premises to Landlord,
      in
      broom-clean condition and in good order, condition and repair, except for
      ordinary wear and tear and damage which Tenant is not obligated to repair.
      Tenant shall also remove its personal property, trade fixtures and any of
      Tenant's alterations (other than the “Approved Alterations” described in Section
      7.3) designated by Landlord including by way of illustration, but not
      limitation, wiring and cabling; promptly repair any damage caused by such
      removal; and restore the Leased Premises to the substantially similar condition
      existing prior to the installation of the items so removed. If Tenant fails
      to
      do so, Landlord may restore the Leased Premises to such condition at Tenant's
      expense, Landlord may cause all of said property to be removed at Tenant's
      expense, and Tenant hereby agrees to pay all the costs and expenses thereby
      reasonably incurred. All property of Tenant which is not removed within fifteen
      (15) days following Landlord's written demand therefore shall be conclusively
      deemed to have been abandoned by Tenant, and Landlord shall be entitled to
      dispose of such property without thereby incurring any liability to Tenant.
      The
      provisions of this section shall survive the expiration or earlier termination
      of this Lease.





Section
      2.4  Holding
      Over .




If
      Tenant
      retains possession of the Leased Premises after the expiration or earlier
      termination of this Lease with Landlord’s consent, Tenant shall become a tenant
      from month to month at one hundred fifty percent (150%) of the Monthly Rental
      Installment in effect at the end of the Lease Term (plus Additional Rent as
      provided in Article
      3 hereof),
      and otherwise upon the terms, covenants and conditions herein specified, so
      far
      as applicable. Acceptance by Landlord of rent after such expiration or earlier
      termination shall not result in a renewal of this Lease, and Tenant shall vacate
      and surrender the Leased Premises to Landlord upon Tenant being given ten (10)
      days prior **** written
      notice from Landlord to vacate. The foregoing provisions of this Section 2.4
      shall neither be construed to give Tenant any right to remain in possession
      of
      the Premises or any part thereof after the Expiration Date, nor to waive any
      of
      Landlord's rights under this Lease to collect any damages to which Landlord
      may
      be entitled, whether direct or consequential.








Section
      2.5  Options .




(a)  If
      Tenant
      shall not then be in material default under any of the terms and conditions
      of
      this Lease, Tenant shall have the right to extend the term of this Lease for
      an
      additional successive period of five (5) years (the "First Option Term"),
      provided that Tenant shall deliver to Landlord written notice of its election
      to
      extend the term of this Lease at least twelve (12) months prior to the
      expiration date of the Original Term, time being of the essence.




(b)  If
      Tenant
      shall not then be in material default under any of the terms and conditions
      of
      this Lease and Tenant shall have elected to extend the term of this Lease for
      the First Option Term, Tenant shall have the right to extend the term of this
      Lease for an additional successive period of five (5) years (the "Second Option
      Term"), provided that Tenant shall deliver to Landlord written notice of its
      election to extend the term of this Lease at least twelve (12) months prior
      to
      the expiration date of the First Option Term, time being of the essence.




(c)  If
      Tenant
      shall not then be in material default under any of the terms and conditions
      of
      this Lease and Tenant shall have elected to extend the term of this Lease for
      the First and Second Option Terms, Tenant shall have the right to extend the
      term of this Lease for an additional successive period of five (5) years (the
      "Third Option Term"), provided that Tenant shall deliver to Landlord written
      notice of its election to extend the term of this Lease at least twelve (12)
      months prior to the expiration date of the Second Option Term, time being of
      the
      essence. For purposes of this Section 2.5, any default of Tenant relating to
      the
      payment of rent or other sums due pursuant to this Lease shall be deemed
      material if such amount is outstanding on the date Tenant exercises its right
      to
      extend the term of the Lease for any Option Term and Tenant fails to pay such
      amount within seven (7) days of receiving written notice from Landlord that
      such
      amount is outstanding.







(d)  Other
      than as expressly otherwise provided herein, all of the covenants, agreements,
      terms and conditions contained in the Lease shall remain in full force and
      effect during the Option Terms except that the Minimum Annual Rent during each
      Option Term shall be equal to the greater of (i) the "Fair Market Rental Rate"
      for the Leased Premises, or (ii) one hundred three percent (103%) of the rental
      rate paid by Tenant during the last year of the immediately preceding term,
      with
      three percent (3%) annual increases thereafter. For purposes hereof, "Fair
      Market Rental Rate" shall mean the Minimum Annual Rent, on a so-called "net"
      basis, that would be paid by a willing tenant, not compelled to lease, and
      accepted by a willing landlord, not compelled to lease, for the Leased Premises
      as of the pertinent date taking into consideration rent for comparable premises
      in comparable buildings in the relevant competitive market including the amount
      of space and length of term taken by the tenant and the creditworthiness and
      quality of the tenant, but ignoring the value of all improvements to the Leased
      Premises that Tenant made at its own expense (except those improvements that
      Landlord requires Tenant to leave upon termination of the Lease). Immediately
      upon the exercise by Tenant of an option to extend the term of the Lease
      pursuant to this Section 2.5, Landlord and Tenant shall commence good faith
      negotiations to determine the Fair Market Rental Rate of the Leased Premises
      for
      the Option Term. In the event that Landlord and Tenant are not able to agree
      on
      the Fair Market Rental Rate of the Leased Premises for the Option Term within
      three (3) months of Tenant's exercise of an option, Landlord and Tenant shall
      each appoint an appraiser (the "Party-Selected Appraisers") who is a licensed
      real estate broker with experience leasing comparable types of properties in
      the
      Detroit metropolitan area within one (1) month after the expiration of such
      three (3) month period. Within fifteen (15) days of the date the last
      Party-Selected Appraiser is selected, the Party-Selected Appraisers shall select
      a third appraiser (the "Independent Appraiser"; the Independent Appraiser and
      the Party-Selected Appraisers are hereinafter collectively referred to as the
      "Appraisers") who is certified as a licensed real estate broker with experience
      leasing comparable types of properties in the Detroit metropolitan area .
      Thereafter, the Appraisers shall determine the Fair Market Rental Rate of the
      Leased Premises. If the Appraisers are unable to agree upon such value within
      two (2) months of the date the last Appraiser is selected, the Fair Market
      Rental Rate of the Leased Premises for the Option Term shall be equal to the
      Fair Market Rental Rate determined by the Appraiser whose determination is
      between the values determined by the other Appraisers. The fees of the
      Independent Appraiser shall be borne equally by Landlord and Tenant and each
      party shall be responsible for the fees of the Appraiser selected by it. If
      either party fails to appoint a qualified appraiser within the time provided
      herein, the determination of the appraiser appointed by the other party shall
      be
      binding and conclusive on the parties. Upon determination of the Minimum Annual
      Rental pursuant to this Section 2.5(d) for the subject Option Term, the parties
      shall enter into a writing evidencing such determination. The procedure
      described in this Section 2.5(d) shall be used to determine the Fair Market
      Rental Rate for each Option Term.




(e)  The
      right
      to exercise the Option Terms shall be null and void upon an assignment of this
      Lease or sublease of more than fifty percent (50%) of the Leased Premises to
      an
      assignee or sublessee unless such assignee or sublessee is (1) an Affiliate
      of
      Tenant (as defined in Article 11) or controls a majority interest in the assets
      of Tenant, or (2) if Landlord has released Tenant from liability pursuant to
      this Lease, has a net worth equal to or greater than Tenant on the date of
      such
      assignment or sublease.







**Article
      3**  **Rent**




Section
      3.1  Base
      Rent .




Tenant
      shall pay to Landlord as Minimum Annual Rent for the Leased Premises the sum
      specified in the Basic Lease Provisions, payable in equal consecutive Monthly
      Rental Installments, in advance, without deduction or offset, beginning on
      the
      Commencement Date and on or before the first day of each and every calendar
      month thereafter during the Lease Term. The Monthly Rental Installment for
      partial calendar months shall be prorated based on the number of days during
      the
      month this Lease was in effect in relation to the total number of days in such
      month.





Section
      3.2  Additional
      Rent .




In
      addition to the Minimum Annual Rent specified in this Lease, Tenant agrees
      to
      pay to Landlord for each calendar year during the Lease Term, as "Additional
      Rent”, the sum of (A) Tenant's Share of Building Premises Expenses and (B)
      Tenant's Share of Park Expenses.





"Park
      Expenses" shall mean the Operating Expenses and Real Estate Taxes for the Common
      Areas.





“Building
      Premises Expenses” shall mean the Operating Expenses and Real Estate Taxes for
      the Building Premises.





"Operating
      Expenses" shall mean all of Landlord's expenses for operation, repair,
      replacement and maintenance as necessary to keep the Building Premises and
      Common Areas in good order, condition and repair (including all additional
      direct costs and expenses of operation and maintenance of the Building Premises
      which Landlord reasonably determines it would have paid or incurred during
      such
      year if the Building had been fully occupied) including, but not limited to,
      utilities; refuse disposal; stormwater discharge fees; license, permit,
      inspection and other fees; fees and assessments imposed by any covenants or
      owners' association; tools and supplies; security services; market based
      management fees; insurance premiums and deductibles; the cost of capital
      improvements or replacements designed to protect the health and safety of the
      tenants in the Building; and maintenance and repair of the driveways and parking
      areas (including snow removal), exterior lighting facilities, landscaped areas,
      walkways, curbs, drainage strips, sewer lines, exterior walls, foundation,
      structural frame, roof and gutters. The forgoing list of Operating Expenses
      is
      for definitional purposes only and shall not impose any obligations upon
      Landlord to incur such expenses or provide such service.








Notwithstanding
      anything to the contrary, the following items shall be excluded from the
      definition of Operating Expenses:





(a)
            Costs
                of decorating, redecorating, or special cleaning or other services
                not
                provided on a regular basis to tenants of the
                Building;





(b)
            Wages,
                salaries, fees and benefits paid to executive personnel or officers
                or
                partners of Landlord;





(c)
            Any
                charge for depreciation of the Building or other structures in the
                Park or
                equipment; provided, however, that if any expense incurred by Landlord
                in
                operating the Park is required to be capitalized, rather than expensed,
                in
                accordance with generally accepted accounting principles, the cost
                of such
                item shall not be included within the definition of Operating Expenses,
                but such item shall instead be depreciated over its useful life in
                accordance with generally accepted accounting principles and such
                depreciation shall be included within the definition of Operating
                Expenses;





(d)
            Interest
                or other financing charge;





(e)
            Any
                charge for Landlord’s income taxes, single business taxes, excess profit
                taxes, franchise taxes or similar taxes on Landlord’s business; provided,
                however, that such items may be included within Real Estate Taxes
                if the
                requirements set within the definition of Real Estate Taxes are
                satisfied;





(f)
            All
                costs relating to activities for the solicitation and execution of
                leases
                of space in the Building or other buildings in the Park or the relocation
                of existing tenants;





(g)
            All
                costs and expenses of operating a commercial enterprise in the Park
                to the
                extent revenues from such commercial enterprise are not applied to
                reduce
                Operating Expenses;





(h)
            All
                costs for which Tenant or any other tenant in the Park is being charged
                other than pursuant to the operating expense
                clauses;





(i)
            The
                cost of any electric current furnished to the Leased Premises or
                any
                rentable area of the Building or other portions of the Park for purposes
                other than the (1) operation of Park equipment and machinery, (2)
                the
                lighting of public toilets, stairways, shaftways, parking lots, roads,
                and
                sidewalks, and (3) the operation of Building machinery or fan
                rooms;





(j)
            The
                cost of correcting defects in the construction of the Building, other
                structures in the Park, or in the Park equipment, except conditions
                (not
                occasioned by construction defects) resulting from ordinary wear
                and tear
                will not be deemed defects for the purpose of this
                category;





(k)
            The
                cost of any repair made by Landlord because of the total or partial
                destruction of the Building or other structure in the Park or the
                condemnation of a portion of the Building or other structure in the
                Park;





(l)
            Any
                increase in insurance premium to the extent that such increase is
                caused
                or attributable to a unique use or occupancy of another
                tenant;





(m)
            The
                cost of any items for which Landlord is reimbursed by insurance or
                otherwise compensated by parties other than tenants of the Park pursuant
                to clauses similar to this
                paragraph;








(n)
            The
                cost of any additions or capital improvements to the Building or
                other
                structure in the Park subsequent to the date of original
                construction;





(o)
            The
                cost of any repairs, alterations, additions, changes, replacements,
                and
                other items which, under generally accepted accounting principles,
                are
                properly classified as capital expenditures to the extent they upgrade
                or
                improve the Building or other structure in the Park, as opposed to
                replacing existing items which have worn
                out;





(p)
            Any
                operating expense representing an amount paid to a related corporation,
                entity or person that is in excess of the amount which would be paid
                in
                the absence of such relationship;





(q)
            The
                cost of tools and equipment used initially in the construction, operation,
                repair and maintenance of the Building and other structures in the
                Park;





(r)
            The
                cost of any work or service performed for or facilities furnished
                to any
                tenant of the Park to a greater extent or in a manner more favorable
                to
                such tenant than that available, performed for, or furnished to
                Tenant;





(s)
            The
                cost of alterations of space in the Park leased to other
                tenants;





(t)
            The
                cost of overtime or other expense to Landlord in curing its defaults
                to
                the extent such costs are greater than that which would be incurred
                by
                Landlord if Landlord was not in
                default;





(u)
            Capital
                improvements or expenditures incurred to reduce operating expenses
                shall
                only be included in operating expenses to the lesser of the annual
                amortized amount of said improvements or expenditures (over the useful
                life of the improvement or item) or the actual
                savings;





(v)
            Ground
                rent or similar payments to a ground lessor;
                and





(w)
            Salaries
                paid to employees above the Building Manager (if there is a Building
                Manager and not a Park Manager) or Park Manager
                level;





(x)
            Fees
                paid to attorneys and accountants that are not paid in connection
                with the
                operation of the Park as a whole;





(y)
            Commissions
                paid to brokers; and





(z)
            Advertising
                and promotion costs.








"Real
      Estate Taxes" shall include any form of real estate tax or assessment, general,
      special, ordinary or extraordinary, and any license fee, commercial rental
      tax,
      improvement bond or bonds, levy or tax (other than inheritance, personal income
      or estate taxes) imposed upon the Building Premises and Common Areas by any
      authority having the direct or indirect power to tax, together with the
      reasonable costs and expenses of contesting the validity or amount of Real
      Estate Taxes as follows. Any
      costs, expenses and attorneys' fees (including the costs of tax consultants)
      incurred by Landlord in connection with the negotiation for reduction in the
      assessed valuation of land, buildings and improvements comprising the Park
      and
      any protest or contest of real estate taxes and/or assessments shall be included
      within the term "Real Estate Taxes". If
      at any
      time during the Lease Term the present method of taxation or assessment shall
      be
      so changed that there shall be substituted for the whole or any part of said
      taxes, assessments, duties, charges, fees or payments now or hereafter levied,
      assessed or imposed on real property, a capital levy or other tax levied,
      assessed, or imposed on the real property and/or the rents reserved herein,
      then
      all such capital levies or other taxes shall, to the extent that they are so
      substituted, be deemed to be included within the term "Real Estate Taxes".
      If
      the property is not separately assessed, then Tenant's liability shall be an
      equitable proportion of the real estate taxes for all of the land and
      improvements included within the tax parcel assessed. Landlord's reasonable
      determination thereof, in good faith, shall be conclusive.





Other
      than as set forth in the third sentence of the preceding paragraph, the
      following items shall be excluded from the definition of Real Estate
      Taxes:





(a)
            Inheritance
                taxes;





(b)
            Gift
                taxes;





(c)
            Transfer
                taxes;





(d)
            Franchise
                taxes;





(e)
            Excise
                taxes;





(f)
            Net
                income taxes;





(g)
            Profit
                taxes (including single business
                taxes);





(h)
            Capital
                levies;





(i)
            Late
                payment charges and penalties as long as Tenant has made all payments
                required pursuant to this Lease on a timely basis;
                and





(j)
            Special
                assessments levied against property other than real estate to the
                extent
                such property does not relate to the operation of the
                Park.








Landlord
      shall use commercially reasonable standards, consistently applied, in
      determining Tenant's Rentable Area as set forth in 1.1
      B ,
      the
      Rentable Area of the Building, and the Rentable Area of other buildings in
      the
      Park.





Landlord's
      determination of the Rentable Areas made in good faith shall conclusively be
      deemed correct for all purposes hereunder, including without limitation the
      calculation of Tenant's Share of Park Expenses, Tenant's Share of Building
      Premises Expenses, and Tenant's Minimum Annual Rent; *provided* that
      Tenant shall have an opportunity to measure any space that becomes part of
      the
      Leased Premises after the Commencement Date, including but not limited to any
      Expansion Area or any Right of First Refusal Area.





Tenant
      shall pay, prior to delinquency, all taxes assessed against and levied upon
      trade fixtures, furnishings, equipment and all other personal property of Tenant
      contained in the Leased Premises or elsewhere. Tenant shall cause such trade
      fixtures, furniture, equipment and all other personal property to be assessed
      and billed separately from the Leased Premises.





(a)  Payment
      of Adjusted Additional Rent .
      The
      Additional Rent shall be estimated annually by Landlord, and written notice
      thereof shall be given to Tenant at least thirty (30) days prior to the
      beginning of each calendar year. In the case of the year in which the term
      of
      this Lease commences, written notice of the estimated Additional Rent shall
      be
      given to Tenant prior to the Commencement Date. Tenant shall pay to Landlord
      each month, at the same time the Monthly Rental Installment is due, an amount
      equal to one-twelfth (1/12) of the estimated Additional Rent.




(b)  Increases
      in Estimated Additional Rent .
      If Real
      Estate Taxes or Operating Expenses increase during a calendar year, Landlord
      may
      increase the estimated Additional Rent during such year by giving Tenant thirty
      (30) days written notice to that effect, and thereafter Tenant shall pay to
      Landlord, in each of the remaining months of such year, an amount equal to
      the
      amount of such increase in the estimated Additional Rent divided by the number
      of months remaining in such year.




(c)  Adjustment
      to Actual Additional Rent .
      Within
      one hundred twenty (120) days after the end of each calendar year, Landlord
      shall prepare and deliver to Tenant a statement showing the actual Additional
      Rent and installments of Additional Rent paid during such calendar year. Within
      thirty (30) days after receipt of the aforementioned statement, Tenant shall
      pay
      to Landlord, or Landlord shall credit against the next rent payment or payments
      due from Tenant, or if the Lease has terminated, then reimbursement to Tenant
      as
      the case may be, the difference between the actual Additional Rent for the
      preceding calendar year and the estimated amount paid by Tenant during such
      year. If this Lease shall commence, expire or be terminated on any date other
      than the last day of a calendar year, then the Additional Rent for such partial
      calendar year shall be prorated on the basis of the number of days during the
      year this Lease was in effect in relation to the total number of days in such
      year.







(d)  Tenant
      Verification .
      Tenant
      or its accountants shall have the right to inspect, at reasonable times and
      in a
      reasonable manner, during the one-year period following the delivery of
      Landlord's statement of the actual amount of the Additional Rent, such of
      Landlord's books of account and records as pertain to and contain information
      concerning such costs and expenses in order to verify the amounts thereof.
      However, Tenant may only conduct such audit (i) upon not less than thirty (30)
      days prior notice to Landlord, (ii) at a time mutually agreed upon by Landlord
      and Tenant during normal business hours, (iii) not more than once during any
      calendar year, and (iv) if such audit is conducted by employees of Tenant or
      a
      national or regional independent certified public accounting firm. Tenant's
      failure to inspect during the one-year period shall forever waive and terminate
      Tenant's right to inspect Landlord's books with respect to the Additional Rent
      set forth in the applicable statement. Except for disclosures required in
      administrative or judicial proceedings or in any dispute with Landlord under
      this Lease, Tenant shall keep confidential all information obtained during
      such
      audit that is not otherwise publicly available, and shall cause any person
      conducting such audit on behalf of Tenant to execute an agreement for the
      benefit of Landlord to do the same.




Section
      3.3  Late
      Charges .




Tenant
      acknowledges that Landlord shall incur certain additional unanticipated costs
      and expenses, including administrative costs and attorneys' fees, if Tenant
      fails to timely pay any payment required hereunder. Therefore, as compensation
      for such additional expenses, and in addition to the other remedies available
      to
      Landlord hereunder, if any payment of Minimum Annual Rent or any other sum
      or
      charge required to be paid by Tenant to Landlord hereunder shall become overdue
      for a period of five (5) business days, a late charge of seven percent (7%)
      of
      the payment so due shall be paid by Tenant as additional rent. In addition,
      if
      Tenant fails to pay any sum or charge required to be paid by Tenant to Landlord
      within fifteen (15) days after the same is due and payable, such unpaid amount
      shall bear interest from the due date thereof to the date of payment at the
      rate
      of the lower of (a) fifteen percent (15%) per annum, or (b) the highest rate
      permitted under law.





The
      provisions of this Article 3 shall survive the expiration or earlier termination
      of this Lease.




**Article
      4**  **Security
      Deposit**




Tenant,
      upon execution of this Lease, shall deposit with Landlord the Security Deposit
      as specified in the Basic Lease Provisions as security for the full and faithful
      performance by Tenant of all of the terms, conditions and covenants contained
      in
      this Lease on the part of Tenant to be performed, including, but not limited
      to,
      the payment of the Minimum Annual Rent and Additional Rent. In the event of
      a
      default by Tenant of any term, condition or covenant herein contained, Landlord
      may after providing Tenant with three (3) days advance written notice apply
      all
      or any part of such security deposit to curing all or any part of such default;
      and Tenant agrees to promptly, upon demand, deposit such additional sum with
      Landlord as may be required to maintain the full amount of the security deposit.
      All sums held by Landlord pursuant to this section shall be without interest
      and
      may be commingled in a general fund. At the end of the Lease Term, provided
      that
      there is then no uncured default, Landlord shall return to Tenant the balance
      thus remaining of the security deposit within thirty (30) days.








**Article
      5**  **Use**




Section
      5.1  Use
      of
      Leased Premises .




The
      Leased Premises are to be used by Tenant solely as provided in the Basic Lease
      Provisions, and for no other purposes without the prior written consent of
      Landlord, which consent shall not be unreasonably withheld, conditioned or
      delayed. Subject to reasonable security measures in place at the Building and/or
      the Park from time to time, Tenant shall be granted access to the Leased
      Premises, the Building Premises (including the roof and other portions of the
      Building Premises which Tenant is entitled to use pursuant to Section 1.2),
      and
      the Storage Space 24 hours per day, seven days per week.





Section
      5.2  Covenants
      of Tenant Regarding Use .




In
      connection with its use of the Leased Premises, Tenant agrees to do the
      following:





(a)
            Tenant
                shall (i) use and maintain the Leased Premises and conduct its business
                thereon in a safe and lawful manner, (ii) comply with all laws, rules,
                regulations, orders, ordinances, directions and requirements of any
                governmental authority or agency, now in force or which may hereafter
                be
                in force, applicable to Tenant's use of the Leased Premises, including,
                without limitation, those which shall impose upon Landlord or Tenant
                any
                duty with respect to or triggered by a change in the use or occupation
                of,
                or any improvement or alteration to, the Leased Premises, and (iii)
                comply
                with and obey all reasonable directions of Landlord, including the
                Rules
                and Regulations attached hereto asExhibit
                Cand incorporated herein by reference as may be reasonably amended
                by
                Landlord from time to time; provided, however, that in the event
                of a
                conflict or inconsistency between this Lease and the Rules and
                Regulations, the terms of this Lease shall control. Notwithstanding
                anything in this Lease to the contrary, Landlord shall be responsible
                for
                all costs necessary to cause the Building, Building Premises, Leased
                Premises, and Common Areas to be in compliance with current and future
                laws, codes, regulations, including those related to handicap and
                the
                Americans with Disabilities Act requirements, and permit requirements,
                but
                not to the extent such changes are required as a result of (i) Tenant’s
                modification to the Leased Premises, (ii) Tenant’s installation or
                operation of specialized telecommunications equipment in the Leased
                Premises, or (iii) Tenant’s use of the Leased Premises for any use other
                than office or general warehouse usewhere
                such compliance would not be required if the Leased Premises were
                used for
                officeor
                general warehouse purposes.





(b)
            Tenant
                shall not (i) use the Leased Premises for any unlawful purpose or
                act,
                (ii) commit or permit any waste or material damage to the Leased
                Premises,
                (iii) store any inventory, equipment or any other materials outside
                the
                Leased Premises except as otherwise contemplated by Section 7.3 or
                Article
                19 (including but not limited to storage in the Storage Area), or
                (iv) do
                or permit anything to be done in or about the Building Premises or
                Common
                Areas which constitutes a nuisance or which will in any way obstruct
                or
                interfere with the rights of other tenants or occupants of the buildings
                within the Park or injure or annoy them. Landlord shall not be responsible
                to Tenant for the nonperformance by any other tenant or occupant
                of the
                Park of its lease obligations, including, but not limited to, the
                Rules
                and Regulations.





(c)
            Tenant
                shall not overload the floors of the Leased Premises as to cause
                damage to
                the floor. Landlord acknowledges that Tenant intends to reinforce
                a
                portion of the floor of the Leased Premises as set forth in Section
                7.3.
                All damage to the floor structure or foundation of the Building due
                to
                improper positioning or storage of items or materials shall be repaired
                by
                Landlord at the sole expense of Tenant, who shall reimburse Landlord
                immediately therefore upon demand as Additional
                Rent.








(d)
            Tenant
                shall not change its use of the Leased Premises, or allow the Leased
                Premises to be used in any manner other than as set forth in Section
                1.1.I. of the Basic Lease Provisions, if such change would, in Landlord's
                reasonable opinion, invalidate any policy of insurance now or hereafter
                carried on the Building Premises or increase the rate of premiums
                payable
                on any such insurance policy. Should Tenant fail to comply with this
                covenant, Landlord may, at its option, require Tenant to stop engaging
                in
                such activity or to reimburse Landlord as Additional Rent for any
                increase
                in premiums charged during the Lease Term on the insurance carried
                by
                Landlord on the Building Premises and attributable to the use being
                made
                of the Leased Premises by Tenant.





(e)
            Tenant
                may, at its own expense, erect a sign concerning its business which
                shall
                be in keeping with the decor and other signs on the Building, provided
                that such sign is first approved by Landlord in writing and complies
                with
                all laws, ordinances, statutes, regulations, rules and orders
                (collectively "Laws") of any governmental authority. Landlord's approval,
                if given, may be conditioned upon such criteria as Landlord deems
                appropriate to maintain the area in a neat and attractive manner.
                Tenant
                agrees to maintain any sign in good state of repair, and upon expiration
                or earlier termination of the Lease Term, Tenant shall promptly remove
                the
                sign and repair any resulting damage to the
                Building.





Tenant’s
      obligations set forth in this Section 5.2 shall survive the expiration or
      earlier termination of this Lease.




Section
      5.3  Landlord's
      Rights Regarding Use .




In
      addition to the rights specified elsewhere in this Lease, Landlord shall have
      the following rights regarding the use of the Leased Premises, Building Premises
      or the Common Areas by Tenant, its employees, agents, customers and invitees,
      each of which may be exercised without notice or liability to
      Tenant:





(a)
            Landlord
                may install in areas other than the Leased Premises such signs,
                advertisements, notices or tenant identification information as it
                shall
                deem necessary or proper.





(b)
            Landlord
                shall have the right at any time to change or otherwise alter the
                Building
                Premises and/or Common Areas;*provided*that any such changes shall not materially impact Tenant’s rights to use
                the Leased Premises and other areas of the Park as provided in Section
                2.1. Subject to Section 5.1, Landlord may control the Building Premises
                and the Common Areas in such manner as it deems necessary or
                proper.





(c)
            Landlord
                or Landlord's agent shall be permitted to inspect or examine the
                Leased
                Premises at any reasonable time with at least 24 hours advance notice
                to
                Tenant (except in the event of threat of immediate injury or damage
                to
                persons or property, in which case no such notice shall be required),
                and
                Landlord shall have the right to make any repairs to the Leased Premises
                which are necessary for its preservation; provided, however, that
                any
                repairs made by Landlord that are Tenant’s obligation pursuant toSection
                7.1that have not been made by Tenant after notice and opportunity to
                cure
                shall be at Tenant's expense. Subject to Section 7.3(b) and the first
                sentence of this Section 5.3(c), if Tenant is not present to open
                and
                permit such entry into the Leased Premises at any time when such
                entry is
                necessary or permitted hereunder, Landlord and its employees and
                agents
                may enter the Leased Premises by means of a master or pass key or
                otherwise. Landlord shall incur no liability to Tenant for such entry
                except in cases of the gross negligence or willful misconduct of
                Landlord,
                nor shall such entry constitute an eviction of Tenant or a termination
                of
                this Lease, or entitle Tenant to any abatement of rent
                therefore.








**Article
      6**  **Utilities
      and Services**




Section
      6.1  Services
      to be Provided .




Landlord
      shall furnish to Tenant such electrical, water, and sewer service as in its
      judgment is reasonably necessary for the comfortable use and occupancy of the
      Leased Premises for normal office use during normal business hours on all
      generally recognized business days. The cost of furnishing such services may
      be
      included in Operating Expenses or separately metered and billed directly to
      Tenant. Landlord shall also cooperate, at Tenant’s sole cost and expense, in
      allowing the services contemplated by Section 1.2, including but not limited
      such electrical service as may be required for the Telecommunications Equipment,
      supplemental air conditioning system(s), back-up power supply and related
      equipment, as set forth in Section 7.3 and Article 19.





Section
      6.2  Additional
      Services .




If
      Tenant
      requests any other utilities or building services in frequency, scope, quality
      or quantity substantially greater than those which are currently provided to
      other tenants in the Building, then Landlord shall use reasonable efforts to
      attempt to furnish Tenant with such additional utilities or building services.
      In the event Landlord is able to and does furnish such additional utilities
      or
      building services, the costs thereof shall be borne by Tenant and Tenant shall
      reimburse Landlord for any additional costs of operation and maintenance
      occasioned thereby monthly as additional rent at the same time Monthly Rental
      Installments and other Additional Rent are due, unless such expenses are
      separately metered and billed directly to Tenant. Notwithstanding the foregoing,
      Tenant shall have the right, at its sole cost and expense, to increase its
      electrical capacity to as much as 4,000 amps at 480 volts over a three (3)
      to
      five (5) year period. Landlord agrees to cooperate and/or assist Tenant, at
      Tenant’s sole cost and expense, in securing the electrical capacity from the
      local utility provider if necessary.





If
      any
      lights, machines or equipment (including but not limited to computers) used
      by
      Tenant in the Leased Premises materially affect the temperature otherwise
      maintained by the Building's air-conditioning system or generate substantially
      more heat in the Leased Premises than that which would normally be generated
      by
      the lights and business machines typically used by other tenants in the Building
      or by tenants in comparable buildings and Tenant has not installed supplemental
      air conditioning to correct such problem, then Landlord shall have the right
      to
      install any machinery or equipment which Landlord considers reasonably necessary
      in order to restore the temperature balance between the Leased Premises and
      the
      rest of the Building, including equipment which modifies the Building's
      air-conditioning system. All costs expended by Landlord to install any such
      machinery and equipment and any additional costs of operation and maintenance
      occasioned thereby shall be borne by Tenant, who shall reimburse Landlord for
      the same as additional rent and as provided in this Section 6.2.








Tenant
      shall not install or connect any electrical equipment other than **** the
      business machines and equipment typically used for general office purposes
      by
      tenants in office buildings comparable to the Building (a desk top computer
      being an example of such a typical business machine) and other than as set
      forth
      in this Lease (including but not limited to Section 7.3 and Article 19) without
      Landlord's prior written consent. If Landlord determines that the electricity
      used by the equipment to be so installed or connected exceeds the designed
      load
      capacity of the Building's electrical system or is in any way incompatible
      therewith, then Landlord shall have the right, as a condition to granting its
      consent, require Tenant to make such modifications to the utility supply or
      the
      equipment to be installed or connected, as Landlord considers to be reasonably
      necessary before such equipment may be so installed or connected. The cost
      of
      any such modifications shall be borne by Tenant, who shall reimburse Landlord
      for the same as additional rent (or any portion thereof paid by Landlord) as
      provided in this Section 6.2. Landlord acknowledges that Tenant will be using
      the Leased Premises for telecommunications equipment and switching/transmission
      facilities and Landlord’s consent shall not be unreasonably withheld or delayed
      with respect to the installation of such equipment or utility upgrades needed
      for such use.





Section
      6.3  Interruption
      of Services .




Tenant
      understands, acknowledges and agrees that **** any
      one
      or more of the utilities or other Building services may be interrupted by
      accident, emergency **** or
      other
      causes beyond Landlord's control; that Landlord does not represent or warrant
      the uninterrupted availability of such utilities or building services; that
      any
      such interruption shall not be deemed an eviction or disturbance of Tenant's
      right to possession, occupancy and use of the Leased Premises or any part
      thereof, or render Landlord liable to Tenant for damages by abatement of rent
      or
      otherwise, or relieve Tenant from the obligation to perform its covenants under
      this Lease; and that Landlord shall not be liable to Tenant for any injury,
      loss
      or damage occasioned by the bursting, stoppage or leaking of water, gas, sewer
      or other pipes, except in cases of the gross negligence or willful misconduct
      of
      Landlord or its agents. Landlord shall have no liability to Tenant (including
      without limitation liability for consequential damages or loss of business
      income or opportunity) arising out of, resulting from, or related to any such
      interruption of services provided herein, except in cases of the gross
      negligence or willful misconduct of Landlord or its agents. No such failure
      or
      interruption shall entitle Tenant to terminate this Lease, unless Tenant cannot
      operate its business for more than ten (10) consecutive days, in which case
      Tenant, at its sole option, may terminate this Lease by providing written notice
      to Landlord prior to the date such failure or interruption ceases.





**Article
      7**  **Maintenance
      and Repairs**




Section
      7.1  Tenant's
      Responsibility .




During
      the term of this Lease, Tenant shall, at its own cost and expense, maintain
      in
      good condition, repair and replace, if necessary, the interior of the Leased
      Premises, including but not limited to the electrical systems, heating and
      air
      conditioning systems, plate glass, floors, windows and doors, sprinkler and
      plumbing systems servicing the Leased Premises. Tenant, at its expense, shall
      obtain a preventive maintenance contract on the heating, ventilating and air
      conditioning systems that shall be subject to Landlord's reasonable approval.
      Tenant shall provide Landlord with a copy of the preventative maintenance
      contract no later than ninety (90) days after the Commencement Date. The
      preventative maintenance contract shall provide for the inspection and
      maintenance of the heating, ventilating and air conditioning system on not
      less
      than a semi-annual basis.








Section
      7.2  Landlord's
      Responsibility .




During
      the term of this Lease, Landlord shall maintain in good condition and repair
      and
      replace, if necessary, the roof, exterior walls, foundation and structural
      frame
      of the Building, the Building Premises and the Common Areas, and the portions
      of
      the plumbing system that are located outside of the Leased Premises, the costs
      of which shall be included in Operating Expenses (except to the extent that
      such
      costs are excluded pursuant to Section 3.2); provided, however, that to the
      extent any of the foregoing items require repair because of the negligence,
      misuse, or default of Tenant, its employees, agents, customers or invitees,
      Landlord shall make such repairs at Tenant's expense. Landlord shall have no
      liability to Tenant (including without limitation liability for consequential
      damages or loss of business income or opportunity) arising out of, resulting
      from, or related to any injury, damage or interference during any such repair
      or
      replacement, except in cases of the gross negligence or willful misconduct
      of
      Landlord or its agents.





Section
      7.3  Alterations .




Tenant
      shall not permit alterations or additions in or to the Leased Premises unless
      and until the plans have been approved by Landlord in writing, such approval
      not
      to be unreasonably conditioned, delayed or withheld. Tenant agrees to pay
      Landlord's reasonable charges for review of any proposed alterations or
      additions and supervision of any such alterations and additions. As a condition
      of such approval, Landlord may require Tenant to remove the alterations and
      restore the Leased Premises upon termination of this Lease; otherwise, all
      such
      alterations or improvements, except movable office furniture and equipment
      and
      trade fixtures, shall at Landlord’s option become a part of the realty and the
      property of Landlord, and shall not be removed by Tenant. Notwithstanding
      anything to the contrary, Tenant shall not be required to remove the alterations
      described in Exhibit “D” (the “Approved Alterations”).





In
      addition to and subject to the provisions of the preceding paragraph, including,
      but not limited to, Landlord’s consent to any alterations or additions that
      shall not be unreasonably withheld or delayed, Landlord and Tenant agree as
      follows:








(a)  Tenant
      shall have the right to install HVAC dry coolers and other HVAC support
      equipment on the grounds behind the Leased Premises at a location mutually
      agreed to by Landlord and Tenant. There shall be no charge by Landlord to Tenant
      associated with the rooftop fixtures and the HVAC dry coolers and other HVAC
      support equipment located on the grounds behind the Leased Premises. All rooftop
      installations shall be consistent with governmental codes and shall be installed
      in a manner so as not to impact any warranties in effect on the roof membrane.
      Tenant shall have the right to perform an infrared and structural inspection
      of
      the roof to insure its integrity. This equipment (1) shall be considered a
      trade
      fixture, (2) shall not become a part of the realty and property of Landlord,
      and
      (3) shall be removed by Tenant upon the expiration of this Lease.




(b)  Tenant
      shall have the right to install security systems to protect its technical areas.
      Except in the event of imminent danger to property or health, under no
      circumstance will Landlord or any of its representatives be granted permission
      to enter any technical areas without being accompanied by an authorized Tenant
      representative. This equipment (1) shall be considered a trade fixture, (2)
      shall not become a part of the realty and property of Landlord, and (3) shall
      be
      removed by Tenant upon the expiration of this Lease.




(c)  Tenant
      shall have the right, at Tenant’s sole cost and expense, to install, operate,
      maintain, repair and replace for the Lease Term, a maximum 750 kW generator
      with
      a 500 to 1,100 gallon fossil fuel above-ground storage tank behind the Leased
      Premises in the parking lot, as mutually agreed upon by Landlord and Tenant,
      and
      in accordance with all local, state and federal laws. The location of the
      generator will require physical access between the generator location and the
      computer room/UPS location within the Leased Premises. Tenant shall have the
      right to test the generators between the hours of 8:00 PM on Friday and 7:00
      AM
      on Monday and during all other times approved by Landlord, such approval not
      to
      be unreasonably withheld or delayed, and approved by the City of Southfield
      if
      necessary. This equipment (1) shall be considered a trade fixture, (2) shall
      not
      become a part of the realty and property of Landlord, and (3) shall be removed
      by Tenant upon the expiration of this Lease.




(d)  Tenant
      shall have the right to install a redundant and dedicated Liebert system or
      equivalent HVAC system in a tonnage sufficient to cool its equipment that will
      run constantly *(24
      hours/day and 7 days/week)* .
      Tenant
      shall pay all costs and expenses for said installation and use. Landlord and
      Tenant shall mutually agree upon the area in which such HVAC system is
      installed. This equipment (1) shall be considered a trade fixture, (2) shall
      not
      become a part of the realty and property of Landlord, and (3) shall be removed
      by Tenant upon the expiration of this Lease.




(e)  Tenant
      shall have the right to demise the technical area with fire-rated walls at
      Tenant’s sole cost and expense. Tenant shall also be entitled to modify the
      existing fire suppression system in the Leased Premises independent of any
      Building fire suppression system and install a “dry” system. Tenant will connect
      all alarm points to the existing fire protection system for reporting purposes.
      Tenant shall have the right to relocate any existing wet pipes serving other
      areas of the Building to non-critical areas (outside of the technical area).
      Tenant shall have the right to install a waterproof bladder on the floor of
      the
      Leased Premises.




(f)  If
      windows are present in the technical area, Tenant shall have the right to
“block” the window space in the Leased Premises from the inside. Tenant will
      work with Landlord for approval of the plans and insure that the outside
      building appearance will not materially change.




(g)  Tenant
      shall have the right to reinforce an approximately 1,000 sq. ft. section of
      the
      Leased Premises to a 300 lbs/ft live load for battery placement.







If
      Landlord consents to Tenant's performance of alterations or additions to the
      Leased Premises, Tenant shall ensure that all alterations and improvements
      which
      are made or necessitated thereby shall be made in accordance with all applicable
      laws, regulations and building codes, in a good and workmanlike manner and
      in
      quality equal to or better than the original construction of the Leased
      Premises. Landlord's approval of the plans, specifications and working drawings
      for Tenant's alterations shall create no responsibility or liability on the
      part
      of Landlord for their completeness, design sufficiency, or compliance with
      all
      laws, rules and regulations of governmental agencies or authorities. Tenant
      shall indemnify, defend, and hold harmless Landlord and its officers, directors,
      members, managers, employees, contractors and representatives from all costs,
      loss or expense directly or indirectly for or on account of any liens asserted
      in connection with any labor or material furnished in connection with such
      alterations; and nothing in this Lease contained shall be construed to
      constitute a consent by Landlord to the creation of any lien. If any lien is
      filed against the Park for work claimed to have been done for, or material
      claimed to have been furnished to, Tenant, Tenant shall cause such lien to
      be
      discharged of record within thirty (30) days after filing by bonding or in
      any
      other lawful manner. Tenant shall indemnify, defend, and hold harmless Landlord
      and its officers, directors, members, managers, employees, contractors and
      representatives from all costs, losses, expenses, and attorneys' fees in
      connection with any such lien.





Tenant’s
      obligations set forth in this Article 7 shall survive the expiration or earlier
      termination of this Lease.





**Article
      8**  **Casualty**




Section
      8.1  Casualty .




In
      the
      event of total or partial destruction of the Building or the Leased Premises
      or
      other portions of the Park used by Tenant as set forth in Section 1.2 by fire
      or
      other casualty, unless this Lease is terminated as provided below, Landlord
      agrees to promptly restore and repair the Leased Premises, the Building and
      such
      other portions of the Park at Landlord's expense; provided, however, that
      Landlord's obligation hereunder shall be limited to the reconstruction of such
      of the tenant finish improvements as were originally required to be made by
      Landlord, if any. Any insurance proceeds not used by Landlord in restoring
      or
      repairing the Leased Premises and/or Building shall be the sole property of
      Landlord. Rent shall proportionately abate during the time that the Leased
      Premises or part thereof are unusable because of any such damage thereto.
      Notwithstanding the foregoing, if the Leased Premises are so destroyed that
      they
      cannot be repaired or rebuilt within one hundred eighty (180) days from the
      date
      on which the damage occurs, either Tenant or Landlord may, upon thirty (30)
      days
      written notice to the other party delivered prior to the date that the
      restoration required pursuant to this Section 8.1 is completed, terminate and
      cancel this Lease, whereupon all further obligations hereunder shall thereupon
      cease and terminate as of the date set forth in the notice, except as expressly
      set forth herein (including but not limited to the requirement that there be
      a
      reconciliation of the Additional Rent paid by Tenant for the final partial
      year)
      and all rent shall abate as of the date of the casualty.





Section
      8.2  Fire
      and Extended Coverage Insurance .




During
      the term of this Lease, Landlord shall maintain fire and extended coverage
      insurance on the Building, but shall not protect Tenant's property within the
      Leased Premises; and, notwithstanding the provisions of Section
      8.1 ,
      Landlord shall not be liable for any damage to Tenant's property within the
      Park, except to the extent caused by the gross negligence or willful misconduct
      of Landlord and its employees, agents, and invitees. Without limiting the
      generality of the foregoing, Landlord shall not be liable for any damage to
      Tenant's property resulting from fire, explosion, falling plaster, steam, gas,
      electricity, sprinkler system leakage, or water or rain which may leak
      from **** any
      part
      of the Building or from pipes, appliances or plumbing works therein or from
      the
      roof.










Section
      8.3  Waiver
      of Subrogation .




Landlord
      and Tenant hereby release each other and their respective agents and employees
      from any and all liability to each other or anyone claiming through or under
      them by way of subrogation or otherwise for any loss or damage to property
      caused by or resulting from risks insured against under the property insurance
      for loss, damage or destruction by fire or other casualty carried by the parties
      hereto and which was in force at the time of any such loss or damage or which
      would have been so covered had the insurance required hereunder been maintained;
      provided, however, that this release shall be applicable only with respect
      to
      loss or damage occurring during such time as the releaser’s policies of
      insurance contain a clause or endorsement to the effect that any such release
      shall not adversely affect or impair such policies or prejudice the right of
      the
      releaser to recover thereunder. Landlord and Tenant each agree that it will
      require its property insurance carriers to include in its policy such a clause
      or endorsement. However, if such endorsement cannot be obtained, or shall be
      obtainable only by the payment of an additional premium charge above that which
      is charged by companies carrying such insurance without such waiver of
      subrogation, then the party undertaking to obtain such waiver shall notify
      the
      other party of such fact and such other party shall have a period of ten (10)
      days after the giving of such notice to agree in writing to pay such additional
      premium if such policy is obtainable at additional cost (in the case of Tenant,
      pro rata in proportion of Tenant's rentable area to the total rentable area
      covered by such insurance); and if such other party does not so agree or the
      waiver shall not be obtainable, then the provisions of this Section 8.3 shall
      be
      null and void as to the risks covered by such policy for so long as either
      such
      waiver cannot be obtained or the party in whose favor a waiver of subrogation
      is
      desired shall refuse to pay the additional premium. If the release of either
      Landlord or Tenant, as set forth in the first sentence of this Section 8.3,
      shall contravene any law with respect to exculpatory agreements, the liability
      of the party in question shall be deemed not released, but no action or rights
      shall be sought or enforced against such party unless and until all rights
      and
      remedies against the other's insurer are exhausted and the other party shall
      be
      unable to collect such insurance proceeds. The waiver of subrogation referred
      to
      above shall extend to the agents and employees of each party, but only if and
      to
      the extent that such waiver can be obtained without additional charge (unless
      such party shall pay such charge). Nothing contained in this Section 8.3 shall
      be deemed to relieve either party from any duty imposed elsewhere in this Lease
      to repair, restore and rebuild.





**Article
      9**  **Liability
      Insurance**




Section
      9.1  Tenant's
      Responsibility .




Landlord
      shall not be liable to Tenant or to any other person for (i) damage to property
      or injury or death to persons due to the condition of the Leased Premises,
      the
      Building Premises, or the Common Areas, or (ii) the occurrence of any accident
      in or about the Leased Premises, Building Premises, or the Common Areas, (iii)
      any act or neglect of Tenant or any other tenant or occupant of the Park or
      of
      any other person; or (iv) any consequential, indirect, incidental or special
      damages regardless of causation, except in each case to the extent such damage,
      injury or death is the result of Landlord's gross negligence or willful
      misconduct; and Tenant hereby releases Landlord from any and all liability
      for
      the same. Tenant shall be liable for, and shall indemnify, defend and hold
      harmless Landlord and its officers, directors, members, managers, employees,
      contractors and representatives from, any and all liability for (i) any act
      or
      neglect of Tenant and any person coming on the Leased Premises, Building
      Premises or Common Areas by the license of Tenant, express or implied, or (ii)
      any damage to the Leased Premises, and (iii) any injury to persons, including
      death, or damage to property occurring in, on or about the Leased Premises,
      except to the extent that, in each case, such damage, injury or death is the
      result of Landlord's gross negligence or willful misconduct, and except for
      any
      loss or damage from fire or casualty insured as provided in 8.2. Notwithstanding
      the foregoing, Tenant shall bear the risk of any loss or damage to its property
      as provided in 8.2. Tenant’s obligations set forth in this Section 9.1 shall
      survive the expiration or earlier termination of this Lease.





Section
      9.2  Tenant's
      Insurance .




Tenant,
      in order to insure against the liabilities specified in this Lease, shall at
      all
      times during the term of this Lease carry, at its own expense, one or more
      policies of general public liability and property damage insurance, issued
      by
      one or more insurance companies acceptable to Landlord, with the following
      minimum coverages:


(a)  Worker's
      Compensation: minimum statutory amount.




(b)  Commercial
      General Liability Insurance, including blanket, contractual **** liability,
      broadform property damage, personal injury, completed operations, products
      liability, and fire damage: Not less than $2,000,000 Combined Single Limit
      for
      both bodily injury and property damage.




(c)  Fire
      and
      Extended Coverage, Vandalism and Malicious Mischief, and Sprinkler Leakage
      insurance, if applicable, for the full cost of replacement of Tenant's
      property.




(d)  Business
      interruption insurance.







The
      insurance policy or policies shall protect Tenant and Landlord as their
      interests may appear, naming Landlord and Landlord's managing agent and mortgagee as
      additional insureds, and shall provide that they may not be canceled on less
      than thirty (30) days prior written notice to Landlord. Tenant shall furnish
      Landlord with Certificates of Insurance evidencing all required coverage. Should
      Tenant fail to carry such insurance and furnish Landlord with such Certificates
      of Insurance after a request to do so, Landlord shall have the right to obtain
      such insurance and collect the cost thereof from Tenant as additional
      rent.





**Article
      10**  **Eminent
      Domain**




If
      all or
      any substantial part of the Building Premises or Common Areas, shall be acquired
      by the exercise of eminent domain, Landlord may terminate this Lease by giving
      written notice to Tenant no later than fifteen (15) days after possession
      thereof is so taken. If all or any part of the Leased Premises shall be acquired
      by the exercise of eminent domain in such a manner that the Leased Premises
      shall become unusable by Tenant for the purpose for which it is then being
      used,
      as permitted hereunder Tenant may terminate this Lease by giving written notice
      to Landlord no later than fifteen (15) days after possession of the Leased
      Premises or part thereof is so taken. Tenant shall have no claim against
      Landlord on account of any such acquisition for the value of any unexpired
      portion of the Lease Term remaining after possession of the Leased Premises
      is
      taken. All damages awarded shall belong to and be the sole property of Landlord;
      provided, however, that Tenant shall be entitled to any award expressly made
      to
      Tenant by any governmental authority for the cost of or the removal or damages
      to Tenant's stock, equipment, fixtures and leasehold improvements made at
      Tenant's expense, together with other moving expenses or business dislocation
      damages.





**Article
      11**  **Assignment
      and Sublease**




Except
      as
      set forth below, Tenant shall not voluntarily or by operation of law assign,
      transfer, mortgage, sublet or otherwise transfer or encumber all or any part
      of
      Tenant's interest in this Lease or in the Leased Premises without Landlord’s
      prior express written consent, which shall not be unreasonably withheld,
      conditioned or delayed. Except for Providing Parties using the Leased Premises
      in accordance with Section 19.3, Tenant shall not permit the Leased Premises
      or
      any part thereof to be used or occupied by others without Landlord's prior
      express written consent, which shall not be unreasonably withheld, conditioned
      or delayed. If Landlord consents to any such assignment or subletting, Tenant
      shall pay to Landlord, as Additional Rent, fifty percent (50%) of all moneys
      or
      other consideration received by Tenant from Tenant's transferee in connection
      therewith (including, without limitation, rent received in connection with
      any
      such sublease, but excluding any amounts received in consideration for services
      provided by Tenant or other than as compensation for occupancy of the Leased
      Premises) in excess of the amounts owed by Tenant to Landlord under this Lease,
      which Additional Rent shall be paid to Landlord as and when received by Tenant.
      Any attempted assignment, transfer, mortgage, encumbrance or subletting without
      such consent shall be void and shall constitute a breach of this Lease. If
      Landlord consents to such assignment or subletting, Tenant shall remain
      primarily liable to perform all of the covenants and conditions contained in
      this Lease, including but not limited to payment of Minimum Annual Rent and
      Additional Rent as provided herein (except to the extent that Landlord expressly
      releases Tenant in connection with any such consent). The acceptance of rent
      from any other person shall not be deemed to be a waiver of any of the
      provisions of this Lease or to be a consent to the assignment of this Lease
      or
      the subletting of the Leased Premises.








Without
      in any way limiting Landlord's right to refuse to consent to any assignment
      or
      subletting of this Lease, Landlord reserves the right to refuse to give such
      consent if in Landlord's discretion and opinion (i) the value or use of the
      Leased Premises is or may be in any way adversely affected; (ii) the business
      reputation of the proposed assignee or subtenant is deemed unacceptable; (iii)
      to the extent that Tenant is being released from liability pursuant to this
      Lease, the financial worth of the proposed assignee or subtenant is insufficient
      to meet the obligations hereunder or is less than that of Tenant; or (iv) the
      proposed subtenant or assignee is a then existing tenant or occupant of the
      Building or a person or entity with whom Landlord is then dealing with respect
      to leasing space in the Building, or with whom Landlord has had any dealings
      within the past six (6) months with respect to leasing space in the Building.
      Tenant agrees to reimburse Landlord for reasonable accounting and attorneys'
      fees incurred in conjunction with the processing and documentation of any such
      requested transfer, assignment, subletting or any other hypothecation of this
      Lease or Tenant's interest in and to the Leased Premises.





Notwithstanding
      anything to the contrary in this Lease, including but not limited to the
      provisions set forth above, any assignment of this Lease or sublease of the
      Leased Premises to an “Affiliate” of Tenant shall not require Landlord’s
      consent, Tenant’s only obligation being to deliver to Landlord not less than
      fifteen (15) days prior notice of such assignment or sublease. For purposes
      of
      this Lease, the term "Affiliate" shall mean and refer to any person or entity
      controlling, controlled by or under common control with another person or
      entity. "Control", as used herein, shall mean the ownership, directly or
      indirectly, of at least fifty-one percent (51%) of the voting securities of,
      or
      possession of the right to vote in the ordinary direction of its affairs at
      least fifty-one percent (51%) of the voting interest in, any person or
      entity.





Co-location
      pursuant to Section 19.3 shall not be subject to the terms and conditions set
      forth in this Article 11.





**Article
      12**  **Transfers
      by Landlord**




Section
      12.1  Sale
      and Conveyance of the Building .




Landlord
      shall have the right to sell and convey the Building at any time during the
      term
      of this Lease, subject only to the rights of Tenant hereunder; and such sale
      and
      conveyance shall operate to release Landlord from liability hereunder arising
      after the date of such conveyance, provided that the purchaser of the Building
      assumes Landlord's obligations and liabilities hereunder as of the date of
      conveyance.





Section
      12.2  Subordination
      and Estoppel Certificate .




Subject
      to subsection (c) and the provisions of Section 12.4 below, Landlord shall
      have
      the right to subordinate this Lease to any mortgage presently existing or
      hereafter placed upon the Building by so declaring in such mortgage; and the
      recording of any such mortgage shall make it prior and superior to this Lease
      regardless of the date of execution or recording of either document. Within
      ten
      (10) business days following receipt of a written request from Landlord, Tenant
      shall execute and deliver to Landlord, without cost:








(a)
            any
                reasonable instrument which Landlord may deem necessary or desirable
                to
                confirm the subordination of this Lease pursuant to the terms set
                forth
                herein. If Tenant fails or refuses to do so, Landlord may execute
                such
                instrument in the name and as the act of
                Tenant.





(b)
            an
                estoppel certificate in such form as Landlord may reasonably request
                certifying (i) that this Lease is in full force and effect and unmodified
                (or, if modified, stating the nature of such modification), (ii)
                the date
                to which rent has been paid, (iii) that there are not, to Tenant's
                knowledge, any uncured defaults (or specifying such defaults if any
                are
                claimed), and (iv) any other matters or state of facts reasonably
                required
                respecting the Lease or Tenant's occupancy of the Leased Premises.
                Such
                estoppel may be relied upon by Landlord and by any purchaser or mortgagee
                of all or any part of the Building.





(c)
            Notwithstanding
                the foregoing, if the mortgagee shall take title to the Leased Premises
                through foreclosure or deed in lieu of foreclosure, Tenant shall
                be
                allowed to continue in possession of the Leased Premises as provided
                for
                in this Lease so long as Tenant shall not be in default. Tenant shall,
                in
                the event any proceedings are brought to foreclose any such mortgage,
                attorn to the purchaser upon any such foreclosure and recognize such
                purchaser as the landlord under this
                Lease.





Section
      12.3  Lender's
      Right .




Landlord
      shall have the right, at any time and from time to time, to notify Tenant in
      writing that Landlord has placed a mortgage on the Building, specifying the
      identity of the lender ("Lender"). Following receipt of such notice, Tenant
      agrees to give such Lender a copy of any notice of default served by Tenant
      on
      Landlord. Tenant further agrees that if Landlord fails to cure any default
      as
      provided in Section
      13.3 herein,
      Lender shall have an additional thirty (30) days within which to cure such
      default; provided, however, that if the term, condition, covenant or obligation
      to be performed by Landlord is of such nature that the same cannot reasonably
      be
      performed within such thirty-day period, such default shall be deemed to have
      been cured if Lender commences such performance within said thirty-day period
      and thereafter diligently completes the same.





Section
      12.4  Non-Disturbance
      Agreement .




Landlord
      represents and warrants to Tenant that, as of the execution of this Lease,
      the
      only mortgage and/or ground lease to which Landlord’s interest in the Building
      is subject (the “Existing Superior Interest”) is a mortgage granted to First
      Union National Bank. Upon execution of this Lease, Landlord shall use reasonable
      efforts to obtain from First Union National Bank and deliver to Tenant a written
      agreement (a “Non-Disturbance Agreement”) between Tenant and First Union
      National Bank providing that (i) Tenant’s lease of the Leased Premises under
      this Agreement shall not be disturbed by any exercise of rights under or in
      connection with the ground lease or security instrument held by such party;
      and
      (ii) this Lease shall not be terminated except in accordance with its
      terms.  In
      order
      to effectuate any subordination of this Lease to any future lenders or ground
      lessors, Landlord shall obtain and deliver to Tenant a Non-Disturbance Agreement
      contemporaneously with such subordination, in form mutually acceptable to the
      parties.








**Article
      13**  **Default
      and Remedy**




Section
      13.1  Default .




The
      occurrence of any of the following shall be deemed an "Event of
      Default":





(a)
            Tenant
                shall fail to pay any Monthly Rental Installment or Additional Rent
                within
                five (5) business days after the same shall be due and payable, or
                Tenant
                shall fail to pay any other amounts due Landlord from Tenant within
                ten
                (10) business days after the same shall be due and payable, provided,
                however, that any such failure to make a payment when due shall not
                be an
                Event of Default if Landlord receives such payment within three (3)
                days
                after Tenant received written notice of such failure from
                Landlord.





(b)
            Tenant
                shall fail to perform or observe any term, condition, covenant or
                obligation as required under this Lease for a period of ten (10)
                business
                days after written notice thereof from Landlord; provided, however,
                that
                if the nature of Tenant's default is such that more than ten days
                are
                reasonably required to cure, then such default shall be deemed to
                have
                been cured if Tenant commences such performance within said ten-day
                period
                and thereafter diligently completes the required action within a
                reasonable time.





(c)
            All
                or substantially all of Tenant's assets in the Leased Premises or
                Tenant's
                interest in this Lease are attached or levied under execution (and
                Tenant
                does not discharge the same within sixty (60) days thereafter); a
                petition
                in bankruptcy, insolvency, or for reorganization or arrangement is
                filed
                by or against Tenant (and Tenant fails to secure a stay or discharge
                thereof within sixty (60) days thereafter); Tenant shall be insolvent
                and
                unable to pay its debts as they become due; Tenant makes a general
                assignment for the benefit of creditors; Tenant takes the benefit
                of any
                insolvency action or law; the appointment of a receiver or trustee
                in
                bankruptcy for Tenant or its assets if such receivership has not
                been
                vacated or set aside within thirty (30) days thereafter; dissolution
                or
                other termination of Tenant's corporate charter if Tenant is a
                corporation.








Section
      13.2  Remedies.




Upon
      the
      occurrence of any Event of Default, Landlord shall have the following rights
      and
      remedies, in addition to those allowed by law, any one or more of which may
      be
      exercised without further notice to or demand upon Tenant, except as set forth
      below:





(a)
            Landlord
                may apply the security deposit or reenter the Leased Premises and
                cure any
                default of Tenant, and Tenant shall reimburse Landlord as additional
                rent
                for any costs and expenses which Landlord thereby incurs; and Landlord
                shall not be liable to Tenant for any loss or damage which Tenant
                may
                sustain by reason of Landlord's action, unless caused by Landlord's
                gross
                negligence or willful misconduct.





(b)
            Landlord
                may terminate this Lease or, without terminating this Lease, terminate
                Tenant's right to possession of the Leased Premises upon providing
                Tenant
                written notice of such termination and thereafter (i) neither Tenant
                nor
                any person claiming under or through Tenant shall be entitled to
                possession of the Leased Premises, and Tenant shall immediately surrender
                the Leased Premises to Landlord; and (ii) Landlord may reenter the
                Leased
                Premises and dispossess Tenant and any other occupants of the Leased
                Premises by any lawful means and may remove their effects, without
                prejudice to any other remedy which Landlord may have. Upon the
                termination of this Lease, Landlord may declare the present value
                (as
                determined by Landlord) of all rent which would have been due under
                this
                Lease for the balance of the Lease Term to be immediately due and
                payable,
                whereupon Tenant shall be obligated to pay the same to Landlord,
                together
                with all loss or damage which Landlord may sustain by reason of Tenant's
                default ("Default Damages"), which shall include without limitation
                expenses of preparing the Leased Premises for re-letting, demolition,
                repairs, tenant finish improvements, and brokers' and attorneys'
                fees, it
                being expressly understood and agreed that the liabilities and remedies
                specified in this subsection (b) shall survive the termination of
                this
                Lease.





(c)
            Landlord
                may, without terminating this Lease, re-enter the Leased Premises
                and
                re-let all or any part thereof for a term different from that which
                would
                otherwise have constituted the balance of the Lease Term and for
                rent and
                on terms and conditions different from those contained herein, whereupon
                Tenant shall be immediately obligated to pay to Landlord as liquidated
                damages the difference between the present value (using a discount
                rate
                equal to the “prime rate” as reported in the*"Wall
                Street Journal"*or
                other comparable prime rate index selected by Landlord if the*"Wall
                Street Journal"*discontinues publishing such data) of the rent provided for herein
                and
                that provided for in any lease covering a subsequent re-letting of
                the
                Leased Premises for the period which would otherwise have constituted
                the
                balance of the Lease Term, together with all of Landlord’s Default
                Damages.





(d)
            Landlord
                may sue for injunctive relief or to recover damages for any loss
                resulting
                from the breach.





(e)
            In
                addition to the defaults and remedies described above, the parties
                hereto
                agree that if Tenant defaults in the performance of any (but not
                necessarily the same) term or condition of this Lease three (3) or
                more
                times during any calendar year, regardless of whether such defaults
                are
                ultimately cured, then Tenant agrees to pay to Landlord upon the
                third and
                each subsequent default during such calendar year under this habitual
                default provision, the amount of One Thousand Dollars ($1,000.00)
                as
                liquidated damages to cure such default, payable within ten (10)
                days
                after written demand therefore to Tenant by Landlord. Tenant acknowledges
                in the event of such repetitive defaults that (i) Landlord will incur
                additional unanticipated costs as a result of such repetitive defaults,
                including but not limited to administrative costs and legal fees,
                and (ii)
                the purpose of this provision is to adequately compensate Landlord
                for
                those costs, which would be difficult to determine with
                certainty.








Section
      13.3  Landlord's
      Default and Tenant's Remedies .




Landlord
      shall be in default if it shall fail to perform or observe any term, condition,
      covenant or obligation as required under this Lease for a period of fifteen
      (15)
      days after written notice thereof from Tenant to Landlord and to Lender, if
      any;
      provided, however, that if the term, condition, covenant or obligation to be
      performed by Landlord is of such nature that the same cannot reasonably be
      performed within such 15-day period, such default shall be deemed to have been
      cured if Landlord commences such performance within said 15-day period and
      thereafter diligently undertakes to complete the same. If Landlord fails to
      cure
      such default within the required time period, Tenant may, at its option, (a)
      if
      the default relates to a condition that is for the exclusive benefit of the
      Leased Premises, perform such obligation or make such repair or replacement,
      and
      Landlord shall reimburse Tenant for the reasonable cost thereof within thirty
      (30) days of receiving receipts and evidence of payment for the cost of curing
      such default, or (b) sue for injunctive relief or to recover damages for any
      loss resulting from the breach, but Tenant shall not be entitled to terminate
      this Lease or withhold, offset or abate any rent due hereunder, except as
      otherwise expressly set forth herein.





Section
      13.4  Limitation
      of Landlord's Liability .




If
      Landlord shall fail to perform or observe any term, condition, covenant or
      obligation required to be performed or observed by it under this Lease and
      if
      Tenant shall, as a consequence thereof, recover a money judgment against
      Landlord (whether compensatory or punitive in nature), Tenant agrees that it
      shall look solely to Landlord's right, title and interest in and to the Building
      Premises, together with any proceeds thereof (including but not limited to
      insurance proceeds, condemnation proceeds, sale proceeds and rents) for the
      collection of such judgment; and Tenant further agrees that no other assets
      of
      Landlord shall be subject to levy, execution or other process for the
      satisfaction of Tenant's judgment and that Landlord shall not be personally
      liable for any deficiency.





The
      references to "Landlord" in this Lease shall be limited to and mean and include
      only the owner or owners, at the time, of the fee simple interest in the
      Building. In the event of a sale or transfer of such interest (except a mortgage
      or other transfer as security for a debt), the "Landlord" named herein, or,
      in
      the case of a subsequent transfer, the transferor, shall, after the date of
      such
      transfer, be automatically released from all liability for the performance
      or
      observance of any term, condition, covenant or obligation required to be
      performed or observed by Landlord hereunder arising thereafter; and the
      transferee shall be deemed to have assumed all of such terms, conditions,
      covenants and obligations arising thereafter.





Section
      13.5  Nonwaiver
      of Defaults .




Neither
      party's failure or delay in exercising any of its rights or remedies or other
      provisions of this Lease shall be construed to be a waiver thereof or affect
      its
      right thereafter to exercise or enforce each and every such right or remedy
      or
      other provision. No waiver of any default shall be deemed to be a waiver of
      any
      other default. Landlord's receipt of less than the full rent due shall not
      be
      construed to be other than a payment on account of rent then due, nor shall
      any
      statement on Tenant's check or any letter accompanying Tenant's check be deemed
      an accord and satisfaction, and Landlord may accept such payment without
      prejudice to Landlord's right to recover the balance of the rent due or to
      pursue any other remedies provided in this Lease. No act or omission by Landlord
      or its employees or agents during the term of this Lease shall be deemed an
      acceptance of a surrender of the Leased Premises, and no agreement to accept
      such a surrender shall be valid unless in writing and signed by Landlord.
      Notwithstanding the foregoing, Tenant's failure to timely exercise any options
      hereunder shall be deemed to waive such options.





Section
      13.6  Attorneys'
      Fees .




If
      either
      party defaults in the performance or observance of any of the terms, conditions,
      covenants or obligations contained in this Lease and the non-defaulting party
      obtains a judgment against the defaulting party, then the defaulting party
      agrees to reimburse the non-defaulting party for the reasonable attorneys'
      fees
      incurred thereby.








**Article
      14**  **Right
      of First Offer**




Section
      14.1  Exercise
      of Expansion Right .




Provided
      that Tenant is not in default of any of the terms and conditions of this Lease
      beyond any applicable cure period and at least three (3) years are remaining
      in
      the Lease Term (including any Options exercised by Tenant prior to or concurrent
      with the exercise of its rights set forth in this Section 14.1), Tenant shall
      have a one-time first opportunity to lease additional space in the Building
      (the
“Expansion Right”), provided that such space is available and vacant and subject
      to Landlord’s right to extend any existing tenant’s lease term for such space
      (the "Expansion Area”). Landlord shall notify Tenant when any portion of the
      Expansion Area is available for lease, and Tenant shall have ten (10) business
      days after receipt of Landlord’s notice to either accept or refuse that portion
      of the Expansion Area. If accepted, Tenant shall execute a lease amendment
      for
      the Expansion Area under the terms and conditions set forth in this Section
      14.
      If Tenant refuses that portion of the Expansion Area, or if Tenant fails to
      notify Landlord in writing that it will exercise the Expansion Right within
      the
      time limit specified, Tenant shall be conclusively presumed to have relinquished
      this option with respect to that portion of the Expansion Area, and Landlord
      shall thereafter be free to lease that portion of the Expansion Area (or any
      portion thereof) to any other party without further restrictions.





Section
      14.2  Terms
      for Expansion Area .




If
      Tenant
      elects to lease the Expansion Area pursuant to this Section 14, Tenant shall
      do
      so on the same terms and conditions of this Lease in effect on the date that
      Tenant takes possession of the Expansion Area, including, but not limited to
      the
      following:





(i)  the
      Minimum Annual Rent shall be the amount of rent per square foot (with step
      escalations) set forth in this Lease;





(ii)  Tenant's
      proportionate share of Real Estate Taxes and Operating Expenses shall be
      increased to reflect the increased area of the Leased Premises;





(iii)  The
      commencement date of the term for the Expansion Area shall be the later of
      (1)
      thirty (30) days after Tenant notifies Landlord that it has accepted said
      Expansion Area and (2) the date Landlord delivers possession of the Expansion
      Area to Tenant;





(iv)  Tenant
      shall take the Expansion Area in its then 100% “as-is” condition;





(v)  Tenant
      shall execute a lease amendment which sets forth that the term of the Lease
      for
      the Expansion Area shall be for a period equal to the remaining term of the
      Lease Term; and




(vi)  This
      option is personal to Tenant, and shall not be assigned or transferred to any
      other party whatsoever.








**Article
      15**  **Right
      of First Refusal**




Provided
      that Tenant is not then in default of any of the terms and conditions of this
      Lease, and further provided that Tenant has a minimum of three (3) years
      remaining under the Lease Term (including any renewal options that have been
      exercised prior to or concurrent with the exercise of its rights set forth
      in
      this Article 15), Tenant shall have a one time right of first refusal (the
      “Right of First Refusal”) to lease that suite in the Building consisting of
      5,181 sq. ft. commonly known as 21310 Melrose Avenue shown on Exhibit “A” (the
“Right of First Refusal Area”). When Landlord first receives or delivers a
      letter of intent or similar document for a prospective tenant to lease the
      Right
      of First Refusal Area that is acceptable to Landlord, Landlord shall send a
      copy
      of such document to Tenant (the “Proposal”). Upon receiving a Proposal, Tenant
      shall have five (5) business days from the date that Tenant receives a Proposal
      to exercise this option to lease the entire Right of First Refusal Area from
      Landlord on the terms and conditions set forth in Section 14.2. Tenant's
      election must be made by delivery of written notice to Landlord within five
      (5)
      business days after receipt of the Proposal from Landlord, and upon such
      exercise, Landlord and Tenant shall have an additional fifteen (15) days in
      which to enter into a binding lease amendment upon the terms set forth in
      Section 14.2. In the event Tenant rejects the Proposal, fails to accept the
      Proposal within the five (5) business day period, or the lease amendment is
      not
      entered into between Landlord and Tenant within the said fifteen (15) day
      period, and provided that Landlord enters into a lease with a tenant with
      respect to such Right of First Refusal Area within six (6) months after
      providing a copy of the proposal to Tenant, Tenant shall be conclusively
      presumed to have relinquished the Right of First Refusal, and Landlord shall
      thereafter be free to lease the Right of First Refusal Area (or any portion
      thereof) to any other party without further restrictions.





**Article
      16**  **Notice
      and Place of Payment**




Section
      16.1  Notices.




Any
      notice required or permitted to be given under this Lease or by law must be
      in
      writing and must be given only by one of the following methods:





·
            delivery
                in person,





·
            via
                facsimile,





·
            by
                overnight courier, or





·
            mailed
                by certified mail, postage prepaid





to
      (a)
      the party who is to receive such notice at the address specified in the Basic
      Lease Provisions and (b) in the case of a default notice from Tenant to
      Landlord, any Lender designated by Landlord. All notices, demands and requests
      shall be deemed given (i) when personally delivered or sent by facsimile
      transmission to the party to be given the notice or other communication, (ii)
      on
      the business day following the day such notice or other communication is sent
      by
      overnight courier, or (iii) the third business day following the day such notice
      or other communication is sent by certified mail. Either party may change its
      address by giving written notice thereof to the other party in the manner
      provided in this Section 16.1.





Section
      16.2  Place
      of Payment .




All
      payments required to be made by Tenant to Landlord shall be delivered or mailed
      to Landlord's management agent at the address specified in the Basic Lease
      Provisions or any other address Landlord may specify from time to time by
      written notice to Tenant.








**Article
      17**  **Hazardous
      Materials**




Tenant
      shall not in any manner use, maintain or allow the use or maintenance of the
      Leased Premises in violation of any law, ordinance, statute, regulation, rule
      or
      order (collectively "Laws") of any governmental authority, including but not
      limited to Laws governing zoning, health, safety (including fire safety),
      occupational hazards, and pollution and environmental control. Tenant shall
      not
      use, maintain or allow the use or maintenance of the Leased Premises or any
      part
      thereof to treat, store, dispose of, transfer, release, convey or recover
      Hazardous Materials (as hereinafter defined) nor shall Tenant otherwise, in
      any
      manner, possess or allow the possession of any Hazardous Materials on or about
      the Leased Premises; provided, however, any Hazardous Material lawfully
      permitted and generally recognized as necessary and appropriate for general
      office use or otherwise in *de
      minimus* quantities may be stored and used on the Leased Premises so long as (i) such
      storage and use is in the ordinary course of Tenant's business permitted under
      this Lease; (ii) such storage and use is performed in compliance with all
      applicable Laws; and (iii) Tenant delivers prior written notice to Landlord
      of
      the identity of and information regarding such materials as Landlord may
      require. "Hazardous Materials" shall mean any solid, liquid or gaseous waste,
      substance or emission or any combination thereof which may (i) cause or
      significantly contribute to an increase in mortality or in serious illness,
      or
      (ii) pose the risk of a substantial present or potential hazard to human health,
      to the environment or otherwise to animal or plant life, and shall include
      without limitation hazardous substances and materials described in the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      as
      amended; the Resource Conservation and Recovery Act, as amended; and any other
      applicable federal, state or local Laws. Tenant shall immediately notify
      Landlord of the presence or suspected presence of any Hazardous Materials on
      or
      about the Leased Premises if Tenant has not already done so pursuant to the
      second sentence of this paragraph and shall deliver to Landlord any notice
      received by Tenant relating thereto. Tenant shall promptly notify Landlord
      of,
      and shall promptly provide Landlord with true, correct, complete and legible
      copies of, all of the following environmental items relating to the Leased
      Premises which may be filed or prepared by or on behalf of, or delivered to
      or
      served upon Tenant: all orders, reports, notices, listings and correspondence
      (even those which may be considered confidential) of or concerning the release,
      investigation of, compliance, clean up, remedial and corrective actions, and
      abatement of Hazardous Materials, whether or not required by any applicable
      laws, including, but not limited to, reports and notices required by or given
      pursuant to any Tenant's use, handling storage or disposal of Hazardous
      Materials. In the event of a release of any Hazardous Materials in, on or about
      the Leased Premises, Tenant shall promptly provide Landlord with copies of
      all
      reports and correspondence with or from all governmental agencies or any other
      persons relating to such release.





Landlord
      and its agents shall have the right, but not the duty, to inspect
      the **** Leased
      Premises and conduct tests thereon at any time to determine whether or the
      extent to which there are Hazardous Materials on the Leased Premises. Landlord
      shall have the right to immediately enter upon the Leased Premises to remedy
      any
      condition that is not in compliance with applicable laws or is otherwise not
      in
      compliance with the requirements set forth above. In exercising its rights
      herein, Landlord shall use reasonable efforts to minimize interference with
      Tenant's business but such entry shall not constitute an eviction of Tenant,
      in
      whole or in part, and Landlord shall not be liable for any interference, loss,
      or damage to Tenant's property or business caused thereby, except to the extent
      caused by Landlord's gross negligence or willful misconduct. If Landlord or
      any
      lender or governmental agency shall ever require testing to ascertain whether
      there has been a release of Hazardous Materials, then the reasonable costs
      thereof shall be reimbursed by Tenant to Landlord upon demand as Additional
      Rent
      to the extent that such requirement arose in whole or in part because of Tenant.
      Tenant shall execute affidavits, representations and the like from time to
      time,
      at Landlord's request, concerning Tenant's best knowledge and belief regarding
      the presence of any Hazardous Materials on the Leased Premises or Tenant's
      intent to store or use Hazardous Materials on the Leased Premises. Tenant shall
      indemnify, defend and hold harmless Landlord and its officers, directors,
      members, managers, employees, contractors and representatives from any and
      all
      claims, loss, liability, costs, expenses or damage, including attorneys' fees
      and costs of remediation, incurred by Landlord in connection with any breach
      by
      Tenant of its obligations under this section. The covenants and obligations
      of
      Tenant hereunder shall survive the expiration or earlier termination of this
      Lease.





An
      environmental audit may be conducted at Landlord’s option in connection with
      Tenant's surrender of the Leased Premises at the expiration, or earlier
      termination, of the Lease. Tenant shall promptly comply with all requirements
      of
      such audit and cure all matters raised therein at Tenant's sole cost. If such
      audit indicates Tenant has not complied with the provisions of this Article
      17,
      Tenant shall promptly reimburse Landlord for the cost of such environmental
      audit.





Landlord
      represents and warrants to Tenant that except as disclosed in the Phase I
      Environmental Site Assessment Report, dated April 26, 2001, prepared by IVI
      Environmental, Inc. (a copy of which has been provided to Tenant), no Hazardous
      Material has been used, generated, manufactured, produced, stored, released,
      discharged or disposed of on, under or about the Leased Premises, Building
      Premises, Building or Park or transported to or from the Park by any entity,
      firm or person, or from any source or cause whatsoever. Landlord shall
      indemnify, defend and hold harmless Tenant and its officers, directors, members,
      managers, employees, contractors and representatives from any and all claims,
      loss, liability, costs, expenses or damage, including attorneys' fees and costs
      of remediation, incurred by Tenant in connection with any breach of the
      representation and warranty set forth in the preceding sentence. The obligations
      of Landlord set forth in this paragraph shall survive the expiration or earlier
      termination of this Lease.








**Article
      18**  **Mold
      Monitoring, Inspecting, and Remediation**




Section
      18.1  Monitoring
      of Leased Premises .




Landlord
      warrants and represents that as of the date of this Agreement, (i) there are
      no
      Mold Conditions (as defined below) in the Leased Premises, and (ii) to
      Landlord’s knowledge, there have been no Mold Conditions in the Leased
      Premises.





Tenant,
      at its sole cost and expense, shall:





(a)  Regularly
      monitor the Leased Premises for the presence of mold or for any conditions
      that
      reasonably can be expected to give rise to mold (the “Mold Conditions”),
      including, but not limited to, observed or suspected instances of water damage,
      mold growth, repeated complaints of respiratory ailment or eye irritation by
      Tenant’s employees or any other occupants in the Leased Premises, or any notice
      from a governmental agency of complaints regarding the indoor air quality at
      the
      Leased Premises; and




(b)  Promptly
      notify Landlord in writing if it suspects mold or Mold Conditions at the Leased
      Premises.




Section
      18.2  Inspection
      of Leased Premises .




In
      the
      event of suspected mold or Mold Conditions at the Leased Premises, Tenant,
      at
      its sole cost and expense, shall promptly cause an inspection of the Leased
      Premises to be conducted, during such time as Landlord may designate, to
      determine if mold or Mold Conditions are present at the Leased Premises, and
      shall:





(a)  Notify
      Landlord, in writing, at least three days prior to the inspection, of the date
      on which the inspection shall occur, and which portion of the Leased Premises
      shall be subject to the inspection;




(b)  Retain
      an
      industrial hygienist certified by the American Board of Industrial Hygienists
      (“CIH”) or an otherwise qualified mold consultant (generally, “Mold Inspector”)
      to conduct the inspection; and




(c)  Cause
      such Mold Inspector to:




(i)  Obtain
      or
      maintain errors and omissions insurance coverage with terms and limits
      customarily maintained by Mold Inspectors, adding Landlord as an additional
      insured with respect to Landlord’s vicarious liability, and provide to Landlord
      evidence of such coverage and a copy of the endorsement granting Landlord
      additional insured status;





(ii)  Perform
      the inspection in a manner that is strictly confidential and consistent with
      the
      duty of care exercised by a Mold Inspector; and





(iii)  Prepare
      an inspection report, keep the results of the inspection report confidential,
      and promptly provide a copy to Landlord.








Section
      18.3  Remediation
      of Mold .




In
      the
      event the inspection required by Section 18.2 determines that mold or Mold
      Conditions are present at the Leased Premises, and (A) the source of the Mold
      Conditions (i.e. the source of the moisture causing the Mold Conditions) is
      not
      from the exterior of the Leased Premises or (B) the Mold Conditions have
      increased or come into existence due to Tenant’s failure to properly monitor the
      Leased Premises in accordance with Section 18.1, then





(a)  Tenant,
      at its sole cost and expense, shall promptly;




(i)  Hire
      trained and experienced mold remediation contractors to prepare a remediation
      plan and to remediate the mold or Mold Conditions at the Leased
      Premises;





(ii)  Send
      Landlord notice, in writing, with a copy of the remediation plan, at least
      five
      days prior to the mold remediation, stating:





(A)
            The
                date on which the mold remediation shall
                start;


(B)
            Which
                portion of the Leased Premises shall be subject to the
                remediation;


(C)
            The
                name, address, and telephone number of the certified mold remediation
                contractors performing the
                remediation;


(D)
            The
                remediation procedures and standards to be used at the Leased
                Premises;


(E)
            The
                clearance criteria to be employed at the conclusion of the remediation;
                and


(F)
            The
                date the remediation will conclude;





(iii)  Notify,
      in accordance with any applicable state or local health or safety requirements,
      its employees as well as occupants and visitors of the Leased Premises of the
      nature, location, and schedule for the planned mold remediation;





(iv)  Ensure
      that the mold remediation is conducted in accordance with the relevant
      provisions of the document *Mold
      Remediation in Schools and Commercial Buildings* (EPA
      402-K-01-001, March 2001) (“EPA Guidelines”), published by the U.S.
      Environmental Protection Agency, as may be amended or revised from time to
      time,
      or any other applicable, legally binding federal, state, or local laws,
      regulatory standards or guidelines; and





(v)  Provide
      Landlord with a draft of the mold remediation report and give Landlord a
      reasonable opportunity to review and comment thereon, and when such report
      is
      finalized, promptly provide Landlord with a copy of the final remediation
      report.








In
      the
      event (A) the inspection required by Section 18.2 determines that mold or Mold
      Conditions are present at the Leased Premises, (B) the source of the Mold
      Conditions (i.e. the source of the moisture causing the Mold Conditions) is
      from
      the exterior of the Leased Premises, and (C) the Mold Conditions have not
      increased nor come into existence due to Tenant’s failure to properly monitor
      the Leased Premises in accordance with Section 18.1, then Landlord shall perform
      the obligations of Tenant set forth in subsection (a) above, at Landlord's
      sole
      cost and expense.





**Article
      19**  **Telecommunications
      Use**




Section
      19.1  Telecommunications
      Equipment and Systems .




(a)  Installation
      of Telecommunications Equipment .
      During
      the Lease Term, Tenant shall have the right, subject to the requirements of
      this
      Article 19 and other provisions of this Lease, to install telecommunications
      equipment and systems on up to two hundred (200) noncontiguous square feet
      of
      the roof of the Building (which areas Tenant may cage or otherwise
      secure) ** without
      charge for the purposes of serving customers, interfacing with satellite
      services and for placement of other transmission and reception facilities.
      In
      addition, Tenant shall have the right to install Local Multipoint Distribution
      (LMDS) transmission equipment that will consist of: (i) hub site antenna(s);
      (ii) GPS dish(es); and/or (iii) customer premise equipment (CPE) dish(es).
      This
      equipment and any other telecommunications equipment installed by Tenant is
      hereinafter collectively referred to as the "Telecommunications Equipment".
      Tenant shall submit for Landlord's review and approval, which shall not be
      unreasonably withheld, conditioned or delayed, detailed plans and specifications
      relative to the installation of the Telecommunications Equipment and the
      location of any such additional Telecommunications Equipment if located outside
      of the Leased Premises, specifying the size, number, amount and design of each
      item of Telecommunications Equipment.




(b)  Maintenance
      of Telecommunications Equipment .
      Tenant
      shall at all times maintain the Telecommunications Equipment, including all
      cabling and wiring, in good condition and repair, and in strict compliance
      with
      all applicable law. Tenant represents and warrants that throughout the Lease
      Term, Tenant shall procure, obtain and maintain, at Tenant's sole cost and
      expense, all material licenses, permits and approvals required under applicable
      law for the exercise of Tenant’s rights under this Article 19.




(c)  Tenant
      shall not exercise its rights under this Article 19 in any way that interferes
      with the use of the Building or Park by Landlord and tenants or licensees of
      Landlord leasing or licensing space in the Park. The operation of the
      Telecommunications Equipment shall not interfere with the maintenance or
      operation of the Building or the Park, including but not limited to, the other
      permitted rooftop equipment, or any other system or equipment serving the
      Building or Park and/or its occupants. Tenant shall indemnify, defend, and
      hold
      harmless Landlord and its officers, directors, members, managers, employees,
      contractors and representatives from all injuries,
      costs, expenses, liabilities, losses, damages, injunctions, suits, actions,
      fines, penalties, and demands of any kind or nature (including reasonable
      attorneys' fees) arising
      from any such interference. Tenant shall be responsible for all costs associated
      with any reasonable tests necessary to resolve any and all interference caused
      by Tenant as set forth in this Agreement. All operations by Tenant shall be
      lawful and in compliance with all FCC rules and regulations and applicable
      law.
      Landlord reserves the right to lease and/or license other portions of the Park
      to other parties for telecommunications transmitting or receiving sites during
      the term of this Lease, provided, however, that Landlord shall require any
      such
      future lessee or licensee of telecommunications transmitting or receiving sites
      to not interfere with the use or operation of any of Tenant's then existing
      Telecommunications Equipment.




(d)  Conditions
      of Installation .
      Tenant
      shall comply with applicable laws relating to the installation, operation,
      maintenance, modification, replacement and removal of the Telecommunications
      Equipment and will pay all costs and expenses relating to the same, including
      the cost of obtaining and maintaining any necessary permits or approvals for
      the
      same in compliance with applicable laws. The installation, operation and
      maintenance of the Telecommunications Equipment at the Building shall not
      materially adversely affect the structure or operating systems of the
      Building.







(e)  Indemnification .
      Tenant
      agrees to indemnify, defend, and hold harmless Landlord, its officers,
      directors, members, managers, employees, contractors and representatives from
      and against any and all injuries,
      costs, expenses, liabilities, losses, damages, injunctions, suits, actions,
      fines, penalties, and demands of any kind or nature (including reasonable
      attorneys' fees) arising
      out of Tenant's installation, operation, maintenance, modification, repair,
      or
      removal of the Telecommunications Equipment, except to the extent any such
      liability, expense, loss or damage results from the gross negligence or willful
      misconduct of Landlord or its officers, directors, members, managers, employees,
      contractors or representatives. Tenant’s obligations set forth in this Section
      19.1(e) shall survive the expiration or earlier termination of this
      Lease.




(f)  Supplemental
      HVAC .
      Tenant
      shall have the right to install independent supplemental air conditioning
      system(s) within the Leased Premises, which may require the installation of
      equipment (dry coolers, chillers, etc.) on the roof or otherwise upon the
      Building Premises and the connection of such equipment to the Leased Premises
      with appropriate conduits, pipes, wiring and cabling, subject to applicable
      law
      and Landlord's prior review and approval of detailed plans and specifications
      therefore. Landlord’s approval shall not be unreasonably withheld or delayed.
      Upon the expiration or earlier termination of this Lease, Tenant shall remove
      the independent supplemental air conditioning system and all equipment and
      appurtenances thereof if so directed by Landlord.




(g)  Rooftop
      Installation .
      All
      rooftop installations shall be consistent with governmental codes and shall
      be
      installed in a manner so as not to impact any warranties in effect on the roof
      membrane. Tenant shall have the right to perform an infrared and structural
      inspection of the roof to insure its integrity.




Section
      19.2  Fiber
      Access .




Tenant
      shall have the right to bring fiber optic cable at the street level into the
      Building from three (3) separate and diverse points. Landlord will cooperate
      with Tenant, at Tenant’s sole cost and expense, to permit Tenant to expand fiber
      capacity as needed for its business during the Lease Term. Tenant will not
      incur
      any additional fees from the Landlord for fiber access. The fiber optic cable
      and other equipment installed pursuant to this Section 19.2 shall be
      characterized as “Telecommunications Equipment” and shall be subject to the
      requirements set forth in Section 19.1.





Section
      19.3  Co-Location .




Tenant
      shall have the right to allow customers ("Providing Parties") to install
      equipment ("Providing Parties' Equipment") which is related to Tenant's
      equipment in a secure area and/or on a rack within up to forty percent (40%)
      of
      the Leased Premises consistent with the permitted use by Tenant of the Leased
      Premises. Such co-location shall not be considered an assignment or sublease
      by
      Tenant, shall not grant any such Providing Parties any possessory interest
      in
      the Leased Premises, and, as between Landlord and Tenant, any right, and
      liabilities with respect to the Providing Parties or Providing Parties'
      Equipment shall be the sole responsibility of Tenant, including, without
      limitation, the movement thereof in and out of the Leased Premises and the
      insurance and security therefore, in the same manner and to the same extent
      as
      if the Providing Parties were Tenant and Providing Parties' Equipment belonged
      to Tenant. Tenant shall retain all profits that arise out of co-location within
      the Leased Premises. With respect to any Providing Parties or Providing Parties'
      Equipment, the following shall apply:








(a)  Landlord's liabilities and obligations with respect to the Providing Parties
      and
      Providing Parties' Equipment shall only be those of Landlord to Tenant pursuant
      to and accordance with this Lease, and Landlord shall not have any liability
      or
      obligation, nor shall the Providing Parties have any rights or claims against
      Landlord, with respect to the locating, presence or removal of the Providing
      Parties or Providing Parties' Equipment in or with respect to the Leased
      Premises. Tenant shall indemnify, defend and hold harmless Landlord and its
      officers, directors, members, managers, and employees (the "Indemnified Party")
      from and against any and all injuries,
      costs, expenses, liabilities, losses, damages, injunctions, suits, actions,
      fines, penalties, and demands of any kind or nature (including reasonable
      attorneys' fees) ,
      including without limitation, claims of Providing Parties or other third parties
      relative to the co-location of Tenant's customers, except to the extent same
      is
      caused by the negligence or misconduct of the Indemnified Party.




(b)  This
      section shall not create any additional rights of Tenant or Providing Parties,
      or liabilities of Landlord not expressly provided for in this Lease, under
      or
      with respect to Providing Parties or Providing Parties' Equipment.




(c)  Any
      use
      of the Leased Premises or roof by the Providing Parties, or location of any
      Providing Parties’ equipment on the Leased Premises or roof, shall be subject to
      the same provisions, as to termination of possession, removal of property or
      otherwise, as apply to Tenant under and in accordance with the provisions of
      the
      Lease. All equipment placed upon the Leased Premises or roof by a third party
      customer shall remain the personal property of the third party customer, and
      Landlord shall have no liability to third party customers for, and Tenant shall
      indemnify, defend, and hold harmless Landlord and its officers, directors,
      members, managers, employees, contractors and representatives against, any
      and
      all injuries,
      costs, expenses, liabilities, losses, damages, injunctions, suits, actions,
      fines, penalties, and demands of any kind or nature (including reasonable
      attorneys' fees) arising
      from the presence of the Providing Parties’ Equipment in, on or about the Leased
      Premises or roof (except to the extent same is caused by the negligence or
      misconduct of the Indemnified Party), and if the Tenant's rights to possession
      have been terminated, Tenant shall cause the third party customer to remove
      the
      equipment within fifteen (15) business days of receipt of notice from Landlord,
      and repair any damage caused by said removal. Tenant shall in all events be
      responsible for the cost of such removal and any injury or damage to the Leased
      Premises sustained by reason thereof.




(d)  Subject
      to the right of Tenant and the Providing Parties to have access to the Park
      24
      hours per day, seven days per week, the access rights of the Providing Parties
      shall be subject to reasonable security measures in place at the Building and/or
      the Park from time to time and all Providing Parties shall comply with the
      reasonable rules and regulations promulgated by Landlord, including, without
      limitation, any construction rules for the Building or the Park.




(e)  All
      costs
      and expenses incurred in connection with the installation, maintenance and
      operation of Providing Parties' Equipment at the Leased Premises shall be borne
      by Tenant at no expense to Landlord.




The
      provisions of this Article 19 shall survive the expiration or earlier
      termination of this Lease.








**Article
      20**  **Storage
      Space**




During
      the 6-month period beginning on the Commencement Date (the “Storage Space
      Term”), Tenant shall have the right to use the space shown on Exhibit “A” (the
“Storage Space”), which shall consist of at least 5,000 contiguous square feet,
      for the storage and staging of equipment at no cost to Tenant other than the
      payment of the utilities for such space. During the time the Storage Space
      is
      being used by Tenant, the Storage Space shall be considered part of the “Leased
      Premises”, and all provisions of this Lease (including, but not limited to, the
      insurance and indemnification provisions) shall apply to the Storage Space.
      Notwithstanding the previous sentence, the area of the Storage Space shall
      not
      be considered a part of the Leased Premises during the Storage Space Term for
      purposes of determining Tenant’s Share of Building Premises Expenses and Park
      Expenses. If Tenant desires to use the Storage Space for more than the Storage
      Space Term, Tenant shall have the right to use the Storage Space for up to
      an
      additional six (6) months (the “Extended Storage Space Term”). However, upon
      commencement of the Extended Storage Space Term,





(a)
            Landlord
                shall have an ongoing right to relocate the Storage Space to other
                space
                in the Park upon thirty (30) days notice to
                Tenant;





(b)
            Tenant
                shall pay Landlord Minimum Annual Rent on the Storage Space in an
                amount
                equal to Eight and 00/100 Dollars ($8.00) per square foot;
                and





(c)
            the
                area of the Storage Space shall be considered a part of the Leased
                Premises for purposes of determining Tenant’s Share of Building Premises
                Expenses and Park Expenses.





**Article
      21**  **[Reserved]**










**Article
      22**  **Miscellaneous**




Section
      22.1  Benefit
      of Landlord and Tenant .




This
      Lease and all of the terms and provisions hereof shall inure to the benefit
      of
      and be binding upon Landlord and Tenant and their respective successors and
      assigns.





Section
      22.2  Governing
      Law .




This
      Lease shall be governed in accordance with the laws of the State of
      Michigan.








Section
      22.3  Force
      Majeure .




Landlord
      and Tenant shall be excused for the period of any delay in the performance
      of
      any obligation hereunder, excluding payments due Landlord from Tenant, when
      such
      delay is occasioned by causes beyond its control, including, but not limited
      to,
      war, invasion or hostility; work stoppages, boycotts, slowdowns or strikes;
      shortages of materials, equipment, labor or energy; man-made or natural
      casualties; unusual weather conditions; acts or omissions of governmental or
      political bodies; or civil disturbances or riots.





Section
      22.4  Condition
      of Premises .




Tenant
      acknowledges that neither Landlord nor any agent of Landlord has made any
      representation or warranty with respect to the Leased Premises, the Building
      Premises or the Common Areas or with respect to the suitability or condition
      of
      any part thereof for the conduct of Tenant's business except as provided in
      this
      Lease.





Section
      22.5  Examination
      of Lease.




Submission
      of this instrument for examination or signature to Tenant does not constitute
      a
      reservation of or option for Lease, and it is not effective as a Lease or
      otherwise until execution by and delivery to both Landlord and
      Tenant.





Section
      22.6  Indemnification
      for Leasing Commissions .




The
      parties hereby represent and warrant that the only real estate brokers involved
      in the negotiation and execution of this Lease are those named in the Basic
      Lease Provisions and that no other broker or person is entitled to any leasing
      commission or compensation as a result of the negotiation or execution of this
      Lease. Each party shall indemnify, defend, and hold harmless the other from
      any
      and all liability for the breach of this representation and warranty on its
      part
      and shall pay any compensation to any other broker or person who may be deemed
      or held to be entitled thereto. Landlord will not pay a broker commission to
      any
      broker representing Tenant for any extension of the Lease Term and/or expansion
      of the Leased Premises.





Section
      22.7  Quiet
      Enjoyment .




If
      Tenant
      shall perform all of the covenants and agreements herein provided to be
      performed by Tenant, Tenant shall, at all times during the Lease Term, have
      the
      quiet enjoyment and peaceful possession of the Leased Premises without hindrance
      from Landlord or any persons lawfully claiming under Landlord.





Section
      22.8  Severability
      of Invalid Provisions.




If
      any
      provision of this Lease shall be held to be invalid, void or unenforceable,
      the
      remaining provisions hereof shall not be affected or impaired, and such
      remaining provisions shall remain in full force and effect.





Section
      22.9  Representations
      and Warranties .




Tenant
      represents and warrants to Landlord that (i) Tenant is duly organized, validly
      existing and in good standing in accordance with the laws of the state under
      which it was organized; (ii) all action necessary to authorize the execution
      of
      this Lease has been taken by Tenant; and (iii) the individual executing and
      delivering this Lease on behalf of Tenant has been authorized to do so, and
      such
      execution and delivery shall bind Tenant. Tenant, at Landlord's request, shall
      provide Landlord with evidence of such authority.








Section
      22.10  Survival .




Unless
      otherwise stated, all obligations of Landlord and Tenant intended to survive
      the
      expiration or earlier termination of this Lease shall survive.





Section
      22.11  Financial
      Statements .




During
      the Lease Term and any extensions thereof, Tenant shall provide to Landlord
      on
      an annual basis, within ninety (90) days following the end of Tenant's fiscal
      year, a copy of Tenant's most recent financial statements prepared as of the
      end
      of Tenant's fiscal year. Such financial statements shall be signed by Tenant
      or
      any authorized officer or representative of Tenant who shall attest to the
      truth
      and accuracy of the information set forth in such statements. All financial
      statements provided by Tenant to Landlord hereunder shall be prepared in
      conformity with generally accepted accounting principles.





However,
      notwithstanding the foregoing, so long as Tenant is subject to the reporting
      requirements of the Securities Exchange Act of 1934 and has filed its reports
      required thereunder, Tenant shall be deemed to be in compliance with this
      Section 22.11, and shall not be required to deliver any financial statements
      to
      Landlord.





Section
      22.12  Preparation
      of Lease .




This
      Lease shall not be construed more strictly against one party than against the
      other, merely by virtue of the fact that it may have been prepared by counsel
      for one of the parties, it being recognized that both Landlord and Tenant have
      contributed substantially and materially to the preparation of this
      Lease.





Section
      22.13  Abandonment .




Tenant’s
      abandonment or vacation of the Leased Premises shall not be construed as a
      Default so long as Tenant continues to pay rent.





Section
      22.14  Security
      Systems .




Tenant
      shall have the right to install security systems to protect its technical areas.
      Except in the event of imminent danger to property or health, under no
      circumstance will Landlord or any of its representatives be granted permission
      to enter any technical areas without being accompanied by an authorized Tenant
      representative.





Section
      22.15  Construction
      Allowance .




Landlord
      shall pay Tenant Five Thousand and 00/100 Dollars ($5,000.00) as a construction
      allowance (the "Construction Allowance") on the date thirty (30) days after
      the
      later of (i) the date upon which Tenant completes the demolition of the interior
      partitioning in the Leased Premises or (ii) the date Tenant delivers to Landlord
      final mechanic's and materialmen's lien waivers for such demolition work and
      receipts evidencing that an amount equal to or greater than the amount of the
      Construction Allowance has been spent by Tenant for such
      demolition.





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





LANDLORD:TENANT
              
              **Southfield
                TechneCenter RE 1 LLC,**
              a
                Michigan limited liability company
              
              By:Southfield
                TechneCenter
              Manager
                Corporation,
              its
                Manager
              By: /s/ Jeffrey L. Forman
              Jeffrey
                L. Forman
              Its:
                Director of Asset Management
              Date:  
                2/24/03
            
            TENANT
              
              **Talk
                America Inc.**,
                a
                Pennsylvania corporation
              
              
              By:
                /s/Aloysius T. Lawn IV
              Printed:
                Aloysius T. Lawn IV
              Title:
                EVP - General Counsel
              Date:
                2/19/03








- -





**Exhibit
      “A”**





**Plan
      of Leased Premises**











**Exhibit
      “B”**





**Building
      and Park**








**Exhibit
      “C”**





Rules
      and
      Regulations







1.  The
      sidewalks, entrances, passages, vestibules, corridors or halls shall not be
      obstructed or used for any purpose other than ingress and egress.






2.  No
      awnings or other projections shall be attached to the outside walls of the
      Building. All electric ceiling fixtures hung in offices or spaces along the
      perimeter of the Building must be fluorescent, of a quality, type, design and
      bulb color approved by Landlord. Neither the interior nor the exterior of any
      windows shall be coated or otherwise sun screened without the written consent
      of
      Landlord.






3.  No
      sign,
      advertisement, notice or handbill shall be exhibited, distributed, painted
      or
      affixed by any tenant or any person acting with a tenant’s consent on, about or
      from any part of the Leased Premises or the Building without the prior written
      consent of Landlord. In the event of the violation of the foregoing by any
      tenant, Landlord may remove or stop same without any liability, and may charge
      the expense incurred in such removal or stopping to the tenant in addition
      to
      any remedies available under the Lease. Standard signs on doors and directory
      sign shall be inscribed, painted or affixed for each tenant by Landlord, and
      shall be of a size, color and style acceptable to Landlord.






4.  The
      sashes, sash doors, windows, and doors that reflect or admit light and air
      into
      halls and passageways in the Building shall not be covered or obstructed by
      any
      tenant.









5.  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 sweeping, rubbish,
      rags, or other substances shall be thrown therein. All damages resulting from
      any misuse of the fixtures shall be borne by the tenant who, or whose
      subtenants, assignees or any of their servants, employees, agents, visitors
      or
      licensees shall have caused the same.






6.  No
      tenant
      shall mark, paint, drill into, or in any way deface any part of the Building.
      No
      boring, cutting or stringing of wires or laying of any type of floor covering
      or
      wall covering shall be permitted without first obtaining Landlord’s written
      permission. Such approval shall not be unreasonably withheld.






7.  No
      birds
      or animals of any kind shall be brought into or kept in or about the Leased
      Premises, and no cooking shall be done or permitted by any tenant on the Leased
      Premises, except that the preparation of coffee, tea, hot chocolate and similar
      items for tenants and their employees shall be permitted provided power shall
      not exceed that amount which can be provided by a 20 amp circuit. No tenant
      shall cause or permit any objectionable odors to be produced in or permeate
      from
      the Leased Premises.






8.  The
      Leased Premises shall not be used for manufacturing or for the storage of
      merchandise except as such storage and/or manufacturing may be incidental to
      the
      permitted use of the Leased Premises. No tenant shall occupy or permit any
      portion of the Leased Premises to be occupied as an office for the manufacture
      or sale of liquor, narcotics, or tobacco in any form, or as a medical office,
      or
      as a barber, or as an employment bureau, without the express written consent
      of
      Landlord. The Leased Premises shall not be used for lodging or sleeping or
      for
      any immoral, illegal or unsafe purpose.






9.  No
      tenant
      shall make, or permit to be made any unseemly or disturbing noises or disturb
      or
      interfere with occupants of this or neighboring buildings or premises or those
      having business with them, whether by the use of any musical instrument, radio,
      phonograph, unusual noise, or in any other way.









10.  No
      tenant, subtenant or assignee nor any of its servants, employees, agents,
      visitors or licensees, shall at any time bring or keep upon the Leased Premises
      any flammable, combustible or explosive fluid, chemical or
      substance.






11.  No
      additional locks or bolts of any kind shall be placed upon any of the doors
      or
      windows by any tenant, nor shall any changes be made in existing locks or
      mechanism thereof. Each tenant must, upon the termination of his tenancy,
      restore to Landlord all keys of stores, offices, and toilet rooms, either
      furnished to, or otherwise procured by, such tenant and in the event of the
      loss
      of keys so furnished, such tenant shall pay to Landlord the cost of replacing
      the same or of changing the lock or locks opened by such lost key if Landlord
      shall deem it necessary to make such changes. Landlord shall reserve the right
      to make all keys for the Leased Premises at a cost of $5 per key, and Tenant
      shall not allow any other keys to the Leased Premises to be made by any other
      person.






12.  Landlord
      reserves the right to exclude from the Building all safes, freight or other
      bulky articles which violate any of these Rules and Regulations or the lease
      of
      which these Rules are a part.






13.  Landlord
      shall have the right to prohibit any advertising by any tenant which, in
      Landlord’s opinion tends to impair the reputation of the Building or its
      desirability as an office location, and upon written notice from Landlord any
      tenant shall refrain from or discontinue such advertising.






14.  Each
      tenant shall be responsible for all persons entering the Leased Premises or
      the
      associated common areas at the tenant’s invitation, express or implied. Landlord
      shall in no case be liable for damages for any error with regard to the
      admission to or exclusion from Southfield TechneCenter of any person. In case
      of
      an invasion, mob riot, public excitement or other circumstances rendering such
      action advisable in Landlord’s opinion, Landlord reserves the right without any
      abatement of rent to require all persons to vacate the Leased Premises and
      associated common areas and to prevent access to the Park during the continuance
      of the same for the safety of the tenants and the protection of the Leased
      Premises, the building or associated common areas.






15.  Any
      persons employed by any tenant to do janitorial work shall, while in and outside
      of the Leased Premises, be subject to and under the control of direction of
      Landlord (but not if an agent or servant of said superintendent or of Landlord),
      and tenant shall be responsible for all acts of such persons.









16.  Canvassing,
      soliciting and peddling in Southfield TechneCenter are prohibited, and each
      tenant shall report and otherwise cooperate to prevent the same.






17.  All
      office equipment of any electrical or mechanical nature shall be placed by
      a
      tenant in the Leased Premises in settings which will, to the maximum extent
      possible, absorb or prevent any vibration, noise and annoyance.






18.  No
      air
      conditioning unit or similar apparatus shall be installed or used by any tenant
      without the written consent of Landlord.






19.  The
      scheduling of tenant move-ins and move-outs shall be subject to the reasonable
      discretion of Landlord.






20.  Landlord
      and its agents may retain a passkey to the Leased Premises and shall have the
      right to enter the Leased Premises at any and all times for the purpose of
      servicing, repairing and examining the same and for all other purposes provided
      in the Lease.






21.  Landlord
      reserves the right to make such other and further Rules and Regulations as
      in
      its judgment may from time to time be needful and proper; and upon delivery
      of
      the same to a tenant, such rules shall become binding upon the parties
      hereto.






22.  The
      Building is a non-smoking facility. Neither Tenant nor Tenant's employees,
      invitees, guests, agents, sublessees, or assigns may smoke within the Premises
      or the Building.













**Exhibit
      “D”**





**Approved
      Alterations**








None.