**THIRD
      LEASE MODIFICATION**





**THE
      LEASE AGREEMENT** dated
      January 28, 2003 and modified thereafter, by and between **AMERICAN
      CENTER LLC** ,
      a
      Michigan Limited Liability Company f/k/a **AMERICAN CENTER ACQUISITION, LLC,** a
      Michigan Limited Liability Company (the “Landlord”), and **LDMI TELECOMMUNICATIONS INC.,** a
      Michigan corporation (the “Tenant”) for **Suites
      #400, #500, #1660** consisting
      of 39,594 rentable square feet **** and **Storage Space #7 and #8** consisting
      of 250 square feet (the “Premises” or “demised premises”) in the **AMERICAN
      CENTER** (the
      “Building”) 27777 Franklin Road, Southfield, Michigan 48034 (the “Project”) is
      hereby modified as follows:





1.
            Tenant
                shall lease Suite #1680 (the “Expansion Space”) consisting of 3,779 square
                feet (as marked on Exhibit “A”) to become effective February 1, 2004 and
                expire November 30, 2013.





2.  **DELETION
      OF CERTAIN TERMS AND CONDITIONS -** Section
      1.01 (g), BASE RENT, of the Lease dated January 28, 2003 is deleted in its
      entirety and replaced with the following:





The
      Base
      Monthly Rent shall be:





Date
            Existing
            Storage
                Space
            Expansion
                Space
            Total
                Monthly Base Rent
            Total
                Base Rent for Period6/1/03
                - 1/31/04
            $68,464.63
            $229.17
            $0.00
            $68,693.80
            $549,550.402/1/04
                - 5/31/04
            $68,464.63
            $229.17
            $6,534.52
            $75,228.32
            $300,913.286/1/04
                - 5/31/05
            $70,114.38
            $239.58
            $6,691.98
            $77,045.94
            $924,551.286/1/05
                - 5/31/06
            $71,764.13
            $250.00
            $6,849.44
            $78,863.57
            $946,362.846/1/06
                - 5/31/07
            $75,063.63
            $260.42
            $7,164.35
            $82,488.40
            $989,860.806/1/07
                - 5/31/08
            $76,713.38
            $270.83
            $7,321.81
            $84,306.02
            $1,011,672.246/1/08
                - 5/31/09
            $78,363.13
            $281.25
            $7,479.27
            $86,123.65
            $1,033,483.806/1/09
                - 5/31/10
            $80,012.88
            $291.67
            $7,636.73
            $87,941.28
            $1,055,295.366/1/10
                - 5/31/11
            $81,662.63
            $302.08
            $7,794.19
            $89,758.90
            $1,077,106.806/1/11
                - 5/31/12
            $83,312.38
            $312.50
            $7,951.65
            $91,576.53
            $1,098,918.366/1/12
                - 5/31/13
            $84,962.13
            $322.92
            $8,109.10
            $93,394.15
            $1,120,729.806/1/13
                - 11/30/13
            $84,962.13
            $322.92
            $8,109.10
            $93,394.15
            $560,364.90**Aggregate**
            $10,668,809.86











3.  Effective
      February 1, 2004, the Existing Office Space and the Expansion Space totaling
      40,958 usable / 43,373 rentable square feet of Office Space together with the
      Storage Space consisting of 250 usable square feet shall be called the Premises
      (as marked on Exhibit “A-1”).





4.  The
      Base
      Year shall remain 2004. Effective February 1, 2004 the Tenant’s Proportionate
      Share shall be changed to:


Tenant’s
      Proportionate Share of Operating
      Expenses, Utilities and Taxes :


43,373 Rentable
      square feet in the Premises divided by


488,465 Rentable
      square feet in the Building = 8.879%





Tenant’s
      Proportionate Share of Office
      Tower Space Cleaning :


43,373 Rentable
      square feet in the Premises divided by


442,370 Rentable
      square feet in the Building 9.805%





5.  **DELETION OF CERTAIN TERMS AND CONDITIONS -** Section
      D4.02, Deferral of Base Rent, of the Lease dated January 28, 2003 and modified
      thereafter, is deleted in its entirety and replaced with the
      following:











**Deferral** **** **of
      Base Rent -** The
      amounts defined in the table below the “Deferred Rent”, of the Base Rent due for
      each Deferral Period will be paid according to Paragraph D4.03 of the Lease,
      and
      the balance of the Base Rent will be paid according to the Lease.




**For
                Deferral Periods**
              
              **(defined
                above)**
            **DEFERRED
                RENT**First
                Deferral Period
            $68,693.80,
                the "First Deferred Rent"Second
                Deferral Period
            $68,693.80,
                the "Second Deferred Rent"Third
                Deferral Period
            $68,693.80,
                the "Third Deferred Rent"Fourth
                Deferral Period
            $68,693.80,
                the "Fourth Deferred Rent"Fifth
                Deferral Period
            $68,693.80,
                the "Fifth Deferred Rent"Sixth
                Deferral Period
            $68,693.80,
                the "Sixth Deferred Rent"Seventh
                Deferral Period
            $68,693.80,
                the "Seventh Deferred Rent"Eighth
                Deferral Period
            $68,693.80,
                the "Eighth Deferred Rent"Ninth
                Deferral Period
            $75,228.32,
                the "Ninth Deferred Rent"Tenth
                Deferral Period
            $75,228.32,
                the "Tenth Deferred Rent"Eleventh
                Deferral Period
            $75,228.32,
                the “Eleventh Deferred Rent”Twelfth
                Deferral Period
            $75,228.32,
                the “Twelfth Deferred Rent”Thirteenth
                Deferral Period
            $38,522.97,
                the " Thirteenth Deferral Rent"Fourteenth
                Deferral Period
            $38,522.97,
                the "Fourteenth Deferral Rent"Fifteenth
                Deferral Period
            $77,045.94,
                the "Fifteenth Deferral Rent"Sixteenth
                Deferral Period
            $38,522.97,
                the "Sixteenth Deferral Rent"Seventeenth
                Deferral Period
            $38,522.97,
                the "Seventeenth Deferral Rent"Eighteenth
                Deferral Period
            $77,045.94,
                the "Eighteenth Deferral Rent"Nineteenth
                Deferral Period
            $38,522.97,
                the "Nineteenth Deferral Rent"Twentieth
                Deferral Period
            $38,522.97,
                the "Twentieth Deferral Rent"Twenty-First
                Deferral Period
            $77,045.94,
                the "Twenty-First Deferral Rent"Twenty-Second
                Deferral Period
            $38,522.97,
                the "Twenty-Second Deferral Rent"Twenty-Third
                Deferral Period
            $38,522.97,
                the “Twenty-Third Deferral Rent”Twenty-Fourth
                Deferral Period
            $38,522.97,
                the “Twenty-Fourth Deferral Rent”














6.
            In
                addition to Section D1, EXCESS TENANT IMPROVEMENT COSTS, of the Lease
                dated January 28, 2003, Landlord agrees to provide the following
                Allowance
                toward Tenant Improvements of the Expansion
                Space:






**EXCESS
      TENANT IMPROVEMENT COSTS** -
      Landlord shall provide up to **Ninety-three
      Thousand, Five Hundred Thirty and 25/100 Dollars
      ($93,530.25)** (the
      "Tenant Improvement Allowance")
      for the tenant improvements. Tenant shall be responsible for all costs in excess
      of the Tenant Improvement Allowance to construct the Tenant Improvements in
      accordance with the Plans. In the event the cost of completing the Tenant
      Improvements is less than the Tenant Improvement Allowance, Landlord shall
      retain the difference . In
      the event the estimated cost of completing the Tenant Improvements in accordance
      with the Plans as a result of Tenant changes shall exceed the Tenant Improvement
      Allowance, the Landlord shall provide Tenant with a C hange O rder
      (as defined below), documenting such increased cost and Tenant shall reimburse
      Landlord for such increased costs pursuant
      to the payment terms set forth in such C hange O rder.





9.  **NON-DISCLOSURE
      -** Tenant
      will not record this Lease or a memorandum hereof, and will not otherwise
      disclose the terms of this Lease to anyone other than its attorneys, accountants
      or employees who need to know of its contents in order to perform their duties
      for Tenant. Any other disclosure will be an event of Default under the Lease.
      Tenant agrees that Landlord shall have the right to publish a "tombstone" or
      other promotional description of this Lease.





Except
      as
      hereinabove specifically provided to the contrary, all of the remaining terms,
      covenants, and agreements contained in said Lease, and all modifications
      thereafter, shall remain in full force and effect and shall be applicable to
      the
      Premises as described in said Lease is hereby acknowledged, ratified, and
      confirmed by the parties hereto.





**TENANT:**   **LANDLORD:**





**LDMI
                TELECOMMUNICATIONS, INC.,**a
                Michigan corporation
            **AMERICAN
                CENTER LLC**,
                a
                Michigan Limited Liability Company**By:
                Southfield Office Manager,
                Inc.**







By: /s/
      Michael Mahoney   By:
      /s/ Paul A/ Stodulski


Printed:
      Michael Mahoney Printed: Paul
      A. Stodulski


Its:
      CFO   Its:
      Treasure


Date:
      11-10-03   Date:
      11-14-03








**EXHIBIT
      A**





**EXPANSION
      SPACE**

















Approved
      by Tenant:




**LDMI
      TELECOMMUNICATIONS, INC.,** a
      Michigan corporation






By:
      /s/ Michael Mahoney


Printed:
      Michael Mahoney


Its:
      CFO


Date:
      11/10/03








**EXHIBIT
      A-1**





**PREMISES
      SPACE PLAN**


























Approved
      by Tenant:




**LDMI
      TELECOMMUNICATIONS, INC.,** a
      Michigan corporation






By:
      /s/
      Michael Mahoney


Printed:
      Michael Mahoney


Its:
      CFO


Date:
      11/10/03