**** Exhibit
      10.53


**LEASE**





**Between**


American
      Center LLC,


**as
      Landlord**





**And**


**LDMI Telecommunications, Inc.,**


**as
      Tenant**





**LEASE**





THIS
      LEASE is made and entered into as of January 28, 2003, by and between **American
      Center LLC,** a
      Michigan Limited Liability Company (the "Landlord"), having its principal office
      at 20500 Civic Center Drive, Suite 3000, Southfield, Michigan 48076, and Tenant
      named below who agree as follows:





**SECTION
      1.**





**BASIC LEASE PROVISIONS**





1.01  The
      following basic lease provisions are an integral part of this Lease and are
      referred to in other Sections of this Lease.





(a)  Tenant's
      name and jurisdiction of formation:


LDMI
      Telecommunications, Inc. a Michigan corporation


Tenant
      Social Security/Taxpayer Identification Number:  38-2940840


Tenant
      Standard Industrial Classification (SIC) Code Number:  4813
      and 4899





(b)  Tenant's
      Address:




8801
      Conant Street


Detroit,
      MI 48211




After
      Commencement Date:


27777
      Franklin Road - Suite 400


Southfield,
      MI 48034




(c)  Manager's
      Name  REDICO
      Management, Inc.


and
      Address:   20500
      Civic Center Drive


Suite
      3000


Southfield, Michigan 48076





(d)  Project
      Name:   American Center


Building
      Name: American
      Center


Building Address:  27777
      Franklin Road


Southfield,
      MI 48034





(e)  Premises:  Floor:  4 th and
      5 th


Suite
      Number: 400
      and 500


Square
      Feet: 38,336
      rentable / 36,290 usable





(f)  Term:


Scheduled
      Occupancy
      Date: June
      1, 2003


Scheduled
      Expiration Date of Initial Term:  November
      30, 2013


Initial
      Term:  Ten (10) years Six (6) months











(g)  Base
      Rent:


Date
            Monthly
                Base Rent
            Annual
                Base Rent6/1/03
                - 5/31/04
            $66,289.33
            $795,471.966/1/04
                - 5/31/05
            $67,886.67
            $814,640.046/1/05
                - 5/31/06
            $69,484.00
            $833,808.006/1/06
                - 5/31/07
            $72,678.67
            $872,144.046/1/07
                - 5/31/08
            $74,276.00
            $891,312.006/1/08
                - 5/31/09
            $75,873.33
            $910,479.966/1/09
                - 5/31/10
            $77,470.67
            $929,648.046/1/10
                - 5/31/11
            $79,068.00
            $948,816.006/1/11
                - 5/31/12
            $80,665.33
            $967,983.966/1/12
                - 5/31/13
            $82,262.67
            $987,152.046/1/13
                - 11/30/13
            $82,262.67
            N/A**Aggregate**
            $9,445,032.06





(h)  Tenant's
      Proportionate Share:





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


38,336 Rentable
      square feet in the Premises divided by


488,465 Rentable
      square feet in the Building = 7.8483 %





Tenant’s
      Proportionate Share of Office
      Tower Space Cleaning :


38,336 Rentable
      square feet in the Premises divided by


442,370 Rentable
      square feet in the Building = 8.6660 %





(i) Number
          of
          Tenant’s Designated Parking Spaces: Ten
          (10) at
          an
          initial increase of additional rent of $75.00 per
          space per month.





(j)  Security
      Deposit: NONE





(k)  Tenant
      Improvement Allowance: See Exhibit D




(l)  Base
      Year: 2004





(m)  Permitted
      Use:  Office
      Use








**SECTION
      2.**





**THE
      PREMISES**





2.01  Landlord,
      in consideration of the rents to be paid and the covenants and agreements to
      be
      performed by Tenant, hereby leases to Tenant the premises set forth in Section
      1.01(e) (the "Premises") in the building(s) (the "Building") described in
      Section 1.01(d), together with the right to use the parking and common areas
      and
      facilities which may be furnished from time to time by Landlord (collectively
      the "Common Areas"), including, without limitation, all common elevators,
      hallways and stairwells located within the Building, and all common parking
      facilities, driveways and sidewalks, in common with Landlord and with the
      tenants and occupants of the Project, their agents, employees, customers,
      clients and invitees. No
      later than thirty (30) days after the date of this Lease, Tenant, at its sole
      cost and expenses, may engage an architect to measure the floor area of the
      Premises in accordance with the BOMA Standard (as defined below) using a common
      area load factor of 5.638%, and to certify the results of such measurement
      to
      Landlord and Tenant in writing. If Landlord disputes the results, Landlord,
      Landlord’s architect, if any, Tenant, and Tenant’s architect shall meet and
      resolve the dispute within five (5) days a the delivery of Landlord’s notice. If
      the measured Rentable Floor Area of the Premises as accepted by Landlord and
      Tenant is more than 1% different from that specified in Section 1.1(e), the
      Annual Base Rental and Monthly Installments of Base Rent and Tenant Improvement
      Allowance shall each be recomputed, using the square footage figure of the
      measured Rentable Floor Area of the Premises. Landlord and Tenant agree that
      in
      such event, they shall each execute an amendment hereto or, at Landlord’s
      option, a restatement hereof reflecting the changes in Rentable Floor Area,
      Proportionate Share, Annual Base Rent, Monthly Installments of Base Rent and
      Tenant Improvement Allowance. The "BOMA Standard" means the Standard Method
      for
      Measuring Floor Areas as published by the Secretariat, Building Owners and
      Managers Association International (“BOMA”) (ANSI/BOMA Z65-1996), approved June
      7, 1996. If Tenant fails to so measure on its own initiative, Tenant agrees
      that
      the Premises and the Building shall be deemed to include the number of rentable
      square feet set forth in Section 1.01(h) 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 rentable or usable square footage of the
      Premises, the Building or the Project. However,
      should Landlord make any alterations or additions to the Building which change
      the total rentable square footage of the Building or if Tenant relocates within
      the Building, the calculation in 1.01 (h) will be adjusted in accordance with
      the BOMA Standard. Landlord
      reserves the right at any time and from time to time to make alterations or
      additions to the Building or the Common Areas, and to demolish improvements
      on
      and to build additional improvements on the land surrounding the
      Building ,
      during which time Tenant shall continue to have access to the Building and
      the
      Premises and Tenant’s use of the Premises shall not be materially adversely
      affected, and to
      add or change the name of the Building from time to time, in its sole discretion
      without the consent of Tenant and the same shall not be construed as a breach
      of
      this Lease. The Building, the other buildings listed in Section 1.01(d), the
      Common Areas and the land surrounding the Building and the Common Areas are
      hereinafter collectively referred to as the "Project".





2.02  Landlord
      agrees to construct the improvements to the Premises (the "Tenant Improvements")
      in accordance with the space plan(s) (as it may be amended by approved change
      orders, the "Plans"), attached as Exhibit "A". Landlord
      shall develop and deliver to Tenant construction documents for the construction
      of the Tenant Improvements, together with a line item construction budget
      estimating the cost of the Tenant Improvements, all of which shall be subject
      to
      Tenant ‘s approval, which approval shall not be unreasonably withheld or
      delayed. Landlord will use commercially reasonable efforts to develop and submit
      the final construction documents and the line item budget to Tenant in order
      for
      Tenant to meet the deadlines described in Section 2.04 below. Landlord shall
      do
      all work and do all things necessary to obtain building permits necessary to
      build and construct the improvements in accordance with the Plans (including,
      but not limited to, obtaining necessary building permits, occupancy permits
      and
      construction drawings. All
      material changes from the Plans which Landlord determines are necessary during
      construction shall be submitted to Tenant for Tenant's approval or rejection.
      If
      Tenant fails to notify Landlord of Tenant's approval or rejection of such
      changes within five (5) business days of
      receipt thereof, Tenant shall be conclusively deemed to have approved such
      changes. Landlord's approval of the Plans shall not constitute a representation,
      warranty or agreement (and Landlord shall have no responsibility or liability
      for) the completeness or design sufficiency of the Plans or the Tenant
      Improvements, or the compliance of the Plans or Tenant Improvements with any
      laws, rules or regulations of any governmental or other authority.





2.03  The
      provisions of Exhibit D, special provisions, shall govern the cost of
      constructing Tenant Improvements.








2.04  Landlord
      intends to construct the Tenant Improvements and deliver the Premises "ready
      for
      occupancy" (as defined below) to Tenant on the Scheduled Occupancy Date set
      forth in Paragraph 1.01(f). The Premises will be conclusively deemed "ready
      for occupancy" on the earlier to occur of when: (i) the work to be done under
      this Paragraph has been substantially completed and after the issuance of a
      conditional or temporary certificate of occupancy for the Premises by the
      appropriate government agency within whose jurisdiction the Building is located (provided
      the conditions set forth in the conditional or temporary certificate of
      occupancy do not materially interfere with the use of the Premises by
      Tenant) ,
      or (ii)
      when Tenant takes possession of the Premises (except
      pursuant to the provisions set forth in Exhibit D, Section D6) .
      The
      Premises will not be considered unready or incomplete if only minor or
      insubstantial details of construction, decoration or mechanical adjustments
      remain to be done within the Premises or Common Areas of the Building, or if
      only landscaping or exterior trim remains to be done outside the Premises,
      or if
      the delay in the availability of the Premises for Tenant's occupancy is caused
      in whole or in material part by Tenant. By occupying the Premises, Tenant will
      be deemed to have accepted the Premises and to have acknowledged that they
      are
      in the condition called for in this Lease, subject only to "punch list" items
      (as the term "punch list" is customarily used in the construction industry
      in
      the area where the Project is located) identified by Tenant by written notice
      delivered to Landlord within ten (10) days after the date Landlord tenders
      possession of the Premises to Tenant in
      accordance with the terms hereof .
      If in
      good faith Landlord is delayed or hindered in construction by any labor dispute,
      strike, lockout, fire, unavailability of material, severe weather, acts of
      God,
      restrictive governmental laws or regulations, riots, insurrection, war or other
      casualty or events of a similar nature beyond its reasonable control ("Force
      Majeure"), the date for the delivery of the Premises to Tenant "ready for
      occupancy" shall be extended for the period of delay caused by the Force
      Majeure. If Landlord is delayed or hindered in construction as a result of
      change orders or other requests by, or acts of, Tenant (“Tenant Delay”) the date
      for the delivery of the Premises to Tenant “ready for occupancy” shall be
      extended by the number of days of delay caused by Tenant Delay. The Scheduled
      Occupancy Date as extended as a result of the occurrence of a Force Majeure
      or
      Tenant Delay or with the consent of Tenant, is herein referred to as the
      Occupancy Date. Notwithstanding
      anything set forth in this Lease to the contrary, in the event the Occupancy
      Date does not occur on or before the date which is six (6) months after the
      date
      (the “Approval Date”) of the approval of the construction documents and line
      item budget for the Tenant Improvements by Landlord and Tenant, except for
      delays caused by Force Majeure or Tenant Delays or with the consent of Tenant,
      then Tenant, as its sole and exclusive remedy, shall have the right to notify
      Landlord of Tenant’s intent to terminate this Lease by the delivery of written
      notice thereof to Landlord of such failure and if Landlord shall fail to deliver
      the Premises to Tenant "ready for occupancy" within ten (10) days after such
      notice, this Lease shall automatically terminate and neither Landlord nor Tenant
      shall have any further obligations to the other hereunder. In addition, if
      Tenant approves a preliminary space plan for the Premises prior to February
      1,
      2003, and if the Approval Date occurs prior to March 1, 2003, in the event
      the
      Occupancy Date does prior to July 1, 2003, except for delays caused by Force
      Majeure or Tenant Delays or with the consent of Tenant, then Tenant, as its
      sole
      and exclusive remedy, shall have the right to receive a rental abatement of
      one
      (1) day of Base Rent for each day that elapses between July 1, 2003 and the
      actual Occupancy Date (which rental abatement shall commence upon the
      Commencement Date), and the Term shall be extended by a like number of days.
      If
      Tenant does not meet the February 1 or March 1 deadlines, then the July 1 date
      shall be extend for each day that elapses until Tenant preliminary space plan
      or
      the Approval date occurs, as the case may be. Otherwise, Landlord shall not
      be
      subject to any liability for failure to deliver possession of the Premises
      to
      Tenant "ready for occupancy" on the Scheduled Occupancy Date and the validity
      of
      the Lease shall not be impaired by such failure.





**SECTION
      3.**





**THE
      TERM**





3.01  The
      initial term of this Lease (the "Initial Term or "Term"") will commence (the
      "Commencement Date") on the earlier of: (i) the date Tenant takes possession
      of
      the Premises; or (ii) the Occupancy Date; or, (iii)
      the
      date the Occupancy Date would have occurred in the absence of Tenant Delay.
      Unless sooner terminated or extended in accordance with the terms hereof, the
      Lease will terminate the number of Lease Years and Months set forth in
      Paragraph 1.01(f) after the Commencement Date. If the Commencement 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. Upon request by Landlord, Tenant will execute a written instrument
      confirming the Commencement Date and the expiration date of the Initial
      Term.








**SECTION
      4.**





**THE
      BASE RENT**





4.01  From
      and
      after the Commencement Date, Tenant agrees to pay to Landlord, as minimum net
      rental for the Initial Term and Option Terms of this Lease, the sum(s) set
      forth
      in Paragraph 1.01(g) (the "Base Rent"). The term "Lease Year" as used
      herein shall be defined to mean a period of twelve (12) consecutive calendar
      months. The first Lease Year shall begin on the date determined in accordance
      with Section 3.01. Each succeeding Lease Year shall commence on the anniversary
      date of the first Lease Year.





4.02  Base
      Rent
      and other sums due Landlord hereunder shall be paid by Tenant to Landlord in
      equal monthly installments (except as otherwise provided herein), in advance,
      without demand and without any setoffs or deductions whatsoever, on the first
      day of each and every calendar month (the "Rent Day") during the Initial Term
      and Option Terms, if any, at the office of Manager as set forth in Section
      1.01(c), or at such other place as Landlord from time to time may designate
      in
      writing. In the event the Commencement Date is other than the first day of
      a
      calendar month, the Base Rent for the partial first calendar month of the
      Initial Term will be prorated on a daily basis based on the number of days
      in
      the calendar month and will be paid in addition to the rent provided in
      Paragraph 4.01 above. Base Rent for such partial calendar month and for the
      first full calendar month of the first Lease Year shall be paid upon the
      execution of this Lease by Tenant.





**SECTION
      5.**





**LATE
      CHARGES AND INTEREST**





5.01  Any
      rent
      or other sums payable by Tenant to Landlord under this Lease which are not
      paid
      within five (5) business days
      after they are due will be subject to a late charge of three
      percent (3%) of the amount due for first occurrence **per
      calendar year** that
      an amount payable is not paid within five (5) business days after it is due,
      and ten
      (10%)
      percent of the amount due for
      any subsequent occurrence that an amount payable has not been paid within five
      (5) business days after such amount was due .
      Such
      late charges will be due, and payable as additional rent on or before the next
      Rent Day.





5.02  Any
      rent,
      late charges or other sums payable by Tenant to Landlord under this Lease not
      paid within ten (10) business days
      after the same are due will bear interest at a per annum rate equal to the lower  higher of: (i) City
      Bank Prime plus four (4%) percent  eighteen
      (18%) percent per
      annum, or (ii) the
      highest rate permitted by law  eleven
      percent (11%) per annum .
      Such
      interest will be due and payable as additional rent on or before the next Rent
      Day, and will accrue from the date that such rent, late charges or other sums
      are payable under the provisions of this Lease until actually paid by
      Tenant.





5.03  Any
      default in the payment of rent, late charges or other sums will not be
      considered cured unless and until the late charges and interest due hereunder
      are paid by Tenant to Landlord. If Tenant defaults in paying such late charges
      and/or interest, Landlord will have the same remedies as Landlord would have
      if
      Tenant had defaulted in the payment of rent. The obligation hereunder to pay
      late charges and interest will exist in addition to, and not in the place of,
      the other default provisions of this Lease.








**SECTION
      6.**





**OPERATING
      EXPENSES, UTILITIES, AND TAXES**





6.01  In
      the
      event that Operating Expenses for the Project, in any calendar year, exceed
      the
      Operating Expenses for the Base Year (as defined in Paragraph 1.01(l)), Tenant
      shall pay to Landlord, as additional rent, Tenant's Proportionate Share (as
      defined in Paragraph 1.01(h)) of any such excess. Tenant's obligations
      hereunder shall be pro-rated for any calendar year in which Tenant is obligated
      to pay rent for only a portion thereof. For the purposes of this Section, the
      term "Operating Expenses" shall mean and include those expenses paid or incurred
      by Landlord for: maintaining, operating, owning, and repairing the Project,
      providing electricity, steam, water, sewer, fuel, heating, lighting, air
      conditioning, window cleaning, janitorial service, personal property taxes,
      insurance (including, but not limited to, fire, extended coverage, liability,
      worker's compensation, elevator, boiler and machinery, war risk, or any other
      insurance carried in good faith by Landlord and applicable to the Project);
      painting, uniforms, management fees, supplies, sundries, sales, or use taxes
      on
      supplies or services; wages and salaries of all persons engaged in the
      operation, maintenance and repair of the Project, and so-called fringe benefits,
      including social security taxes, unemployment insurance taxes, providing
      coverage for disability benefits, pension, hospitalization, welfare or
      retirement plans, or any other similar or like expenses incurred under the
      provisions of any collective bargaining agreement, or any other similar or
      like
      expenses which Landlord pays or incurs to provide benefits for employees so
      engaged in the operation, maintenance and repair of the Project; the charges
      of
      any independent contractor who, under contract with Landlord or its
      representatives, does any of the work of operating, maintaining or repairing
      the
      Project; capital expenditures; legal and accounting expenses including, but
      not
      limited to, such expenses as relate to seeking or obtaining reductions in,
      and
      refunds of, real estate taxes; or any other expenses or charges, whether or
      not
      hereinbefore mentioned, which in accordance with generally accepted accounting
      and management principles would be considered as an expense of maintaining,
      operating, owning or repairing the Project.





Notwithstanding
      anything contained in this Lease to the contrary, if for any reason, including
      but not limited to imposition of governmental requirements, laws or regulations,
      or in the event Landlord deems it’s necessary or prudent to expend monies
      directly or indirectly for the purpose of attempting to reduce energy
      consumption of the Building and if by generally accepted accounting principles
      or sound accounting and management principles those funds expended are, or
      may
      be treated as capital expenditures, then the
      calculation of the cost of such capital expenditure that Tenant
      shall also pay shall
      equal :
      (i) its
      prorata share of the utility charges actually incurred, in accordance with
      this
      Lease; plus (ii) its prorata share of the savings generated by the capital
      expenditures for the applicable period, which savings shall be applied toward
      amortization of those capital expenditures until such time as the savings from
      the energy reduction have fully amortized and paid for the capital
      expenditure.








The
      term “Operating Expenses” shall not include the following
      items:





(1)  The
      cost of repairs and general maintenance due to casualty or condemnation paid
      by
      proceeds of insurance, by Tenant or by other third parties, and the cost of
      alterations attributable solely to tenants other than Tenant;





(2)  Any
      ground lease rental or mortgage principal or interest;





(3)  Costs,
      including permit, license and inspection costs, incurred in renovating or
      otherwise improving, decorating, painting or redecorating vacant space at the
      Project (except to the extent that such costs are included in connection with
      the common areas) or to correct defects in the construction of the
      Project;





(4)  Depreciation
      and amortization, except on materials, tools, supplies and vendor type equipment
      purchased by Landlord to enable Landlord to supply services Landlord might
      otherwise contract for with a third party, where such depreciation and
      amortization would otherwise have been included in the charge for such third
      party’s services, all as determined in accordance with generally accepted
      accounting principles (“GAAP”) consistently applied and amortized over the
      reasonable useful life;





(5)  Attorney’s
      fees and accountants’ fees incurred in connection with disputes with present
      tenants or other occupants of the Project (not including disputes, the
      resolution of which would directly benefit all tenants in the
      Project);





(6)  Except
      as otherwise set forth above, the costs of new (as opposed to replacement)
      capital improvements; provided, the amortization of the cost of capital
      improvements which are in replacement of existing capital improvements shall
      be
      amortized over the reasonable useful life;





(7)  Amounts
      paid or incurred by Landlord to affiliates in excess of the prevailing market
      rate for management or services in the building or for supplies or materials
      at
      other first class office buildings in the area;





(8)  Interest,
      principal, points and fees on debt or amortization on any mortgage or mortgages
      or any other debt instrument encumbering this Lease or the
      Project;





(9)  All
      items and services for which Tenant or any other tenant of the Project
      reimburses Landlord, including costs of excess or additional services provided
      to any tenant that are directly billed to such tenant;





(10)  Tax
      penalties incurred as a result of Landlord’s negligence or inability or
      unwillingness to make payments when due;





(11)  Landlord’s
      general corporate overhead and general administrative expenses other than those
      permitted in this Lease;





(12)  Any
      political or charitable contributions made by Landlord;





(13)  Any
      amount for which Landlord receives reimbursement from others, including without
      limitation, from insurers;





(14)  Marketing
      expenses, Tenant Improvements and leasing commission incurred in leasing office
      or other space in the Project;





(15)  Expenses
      incurred in connection with services above B uilding S tandards
      of the type that are not provided to Tenant but which are provided to other
      tenant(s) of the Building of Project;





(16)  Lights
      and power costs for individual tenant premises.





(17)  Collector
      quality art work but Operating Expenses will include reasonable and customary
      decorations.








6.02  If
      the
      Project is not fully rented during all or a portion of any year, then Landlord may
      elect  shall to
      make
      an appropriate adjustment of the Operating Expenses and Real Estate Taxes (as
      defined below) for such year and for the Base Year employing sound accounting
      and management principles, to determine the amount of Operating Expenses and
      Real Estate Taxes that would have been paid or incurred by Landlord had the
      Project been fully rented; and the amount so determined shall be deemed to
      have
      been the amount of Operating Expenses and Real Estate Taxes for such year.
      If
      any expenses relating to the Project, though paid in one year, relate to more
      than one calendar year, at
      the option of Landlord  shall such
      expense may be proportionately allocated among such related calendar years.
      In
      addition, in the event any Operating Expense or Real Estate Tax applies to
      only
      some portion of the Project or is partially allocable to other buildings or
      projects, Landlord may  shall allocate
      such expense among such buildings and projects in accordance with sound
      accounting and management principles to determine the amount of Operating
      Expenses and Real Estate Taxes for the Project and the Building.





6.03  In
      the
      event that Real Estate Taxes (as hereinafter defined) for the Project, in any
      calendar year, exceed the Real Estate Taxes for the Base Year, Tenant shall
      pay
      to Landlord, as additional rent, Tenant's Proportionate Share of any such excess
      over and above the Base Real Estate Taxes (as hereinafter defined). The "Base
      Real Estate Taxes" shall be the Real Estate Taxes shown on the bills for which
      the "due date" occurs in the Base Year. "Real Estate Taxes" as used herein
      shall
      mean real estate taxes, assessments (general, special, ordinary or
      extraordinary) sewer rents, rates and charges, taxes based upon the receipt
      of
      rent, and any other federal, state or local charge (general, special, ordinary
      or extraordinary) which may now or hereafter be imposed, levied or assessed
      against the Project or any part thereof, or on any building or improvements
      at
      any time situated thereon. In the event the State of Michigan or any political
      subdivision thereof having taxing authority shall modify, repeal or abolish
      the
      ad valorem tax on real property, or impose a tax or assessment of any kind
      or
      nature upon, against, or with respect to the Project or the rents payable by
      Tenant or on the income derived from the Project, or with respect to Landlord's
      ownership interest in the Project, which tax is assessed or imposed by way
      of
      substitution for or in addition to all or any part of the Real Estate Taxes,
      then such tax or assessment shall be included within the definitions of "Real
      Estate Taxes"; provided, however, nothing herein contained shall impose an
      obligation on Tenant to pay the general income tax or Michigan Single Business
      Tax liabilities of Landlord, except to the extent such a tax is being used
      to
      fund governmental functions presently or previously funded by ad valorem taxes
      on real property.





6.04  At
      any
      time and from time to time, Landlord may reasonably estimate the amount by
      which
      current Real Estate Taxes and Operating Expenses are expected to exceed the
      Real
      Estate Taxes and Operating Expenses for the Base Year (the "Estimated Excess
      Expenses"). Tenant shall pay its Proportionate Share of the Estimated Excess
      Expenses by depositing with Landlord on each Rent Day during the term hereof
      an
      amount equal to one-twelfth (1/12) of its annual share of the Estimated Excess
      Expenses. Landlord shall deliver to Tenant, within a reasonable period of time
      after the close of each calendar year, an annual statement indicating the amount
      by which the Real Estate Taxes and Operating Expenses actually incurred in
      that
      calendar year exceed the Real Estate Taxes and Operating Expenses for the Base
      Year (the "Actual Excess Expenses"). In the event that the Actual Excess
      Expenses exceed the Estimated Excess Expenses, Tenant shall pay Tenant's
      Proportionate Share of the difference to Landlord within fifteen (15) days
      of
      delivery of the annual statement. In the event that Estimated Excess Expenses
      exceed Actual Excess Expenses, then at Landlord's option Tenant shall either
      be
      reimbursed to the extent that Tenant's payments toward Tenant's share of the
      Estimated Excess Expenses exceed Tenant's Proportionate Share of the Actual
      Excess Expenses, or Tenant shall be granted a corresponding credit against
      the
      Base Rent or other sums next due Landlord hereunder or
      refunded to the Tenant within thirty (30) days after the end of the Lease
      Term .








6.05  Tenant
      shall be responsible for and pay before delinquent all municipal, county, and
      state taxes assessed, levied or imposed during the term of this Lease, and
      all
      extensions thereof, upon the leasehold interest and all furniture, fixtures,
      machinery, equipment, apparatus, systems and all other personal property of
      any
      kind whatsoever located at, placed in or used in connection with the
      Premises.





6.06  Landlord
      agrees with Tenant that Landlord will furnish heat and air conditioning during
      normal business hours (8:00 a.m. to 6:00 p.m. Monday through Friday, and
      Saturday 9:00 a.m. to 2:00 p.m., **** excluding
      Building holidays) .
      Landlord shall provide adequate thermal environmental comfort and air velocity
      limits for the leased premises in accordance with the standards of the American
      Society of Heating, Refrigeration and Air-Conditioning Engineers, Inc.
      (“ASHRAE”), in ASHRAE-55. Fresh air levels shall be maintained in accordance
      with current ASHRAE-62 Standards, as amended (ventilation for acceptable air
      quality), **** usual
      and
      customary janitorial services, as set forth in Exhibit "C", and provide
      water and sewer service to the Premises and hot and cold water for ordinary
      lavatory purposes in the common area restrooms. However, if Tenant uses or
      consumes water for any other purpose or in unusual quantities (of which fact
      Landlord shall be the sole judge) Landlord may install a water meter at Tenant's
      expense which Tenant shall thereafter maintain at Tenant's expense in good
      working order and repair, to register such water consumption. Tenant shall
      pay
      for the quantity of water shown on said meter, together with the sewer rents,
      debt service and other charges made by the local utilities for water and sewer
      service, as additional rent, at the secondary rate per gallon (general service
      rate) established by the applicable governmental authority or the applicable
      utility company providing the water. Whenever machines or equipment which
      generate heat are used in the Premises which affect the temperature otherwise
      maintained by the air-conditioning system, Landlord reserves the right after
      seven (7) days prior notice to
      install supplementary air-conditioning equipment in the Premises, and the cost
      thereof, and the expense of operation and maintenance thereof, shall be paid
      by
      Tenant to Landlord. Although Landlord will provide air-conditioning and/or
      heat
      upon the prior request of Tenant in accordance with Building practices for
      hours
      other than regular business hours, Tenant will pay Landlord's charges for
      providing such service. Said charges shall include a cost equal to the cost
      to
      operate the equipment for Tenant's expanded business hours and days, and
      Landlord's maintenance, equipment amortization and other appropriate charges
      which Landlord determines are attributable to operating the equipment for
      periods in excess of the normal business hours described above. Currently the charges for the after hours HVAC are $165.00 per hour for one
      full
      floor, $80.00 per hour for one-half floor, and the charges for fans only are
      $60.00 per hour for one floor, $30.00 per hour for one-half floor. All such
      charges are subject to change at Landlord’s sole discretion, based upon
      increases in the actual or reasonably estimated cost thereof.





6.07  Tenant
      shall pay all charges made against the Premises for electricity used upon or
      furnished to the Premises as and when due during the continuance of this Lease.
      To the extent electricity is not separately metered for the Premises, Landlord
      shall make a determination of Tenant's usage of electricity supplied to the
      Building, and Tenant agrees to pay for such electricity within thirty (30)
      days
      after request therefor from Landlord. Whether or not metered, Tenant shall
      pay
      for the electricity at the secondary rate (general service rate) established
      by
      the applicable governmental authority or the applicable utility company
      providing the electricity. Tenant shall also pay for fluorescent or other
      electric light bulbs or tubes and electric equipment used in the leased
      Premises.




Notwithstanding
      anything to the contrary contained in this Section 6.07, the Premises, pursuant
      to the Plans, is metered separately for electricity.










**SECTION
      7.**





**USE
      OF PREMISES**





7.01  Tenant
      shall occupy and use the Premises during the Term for the purposes set forth
      in
      Section 1.01(m) only, and for no other purpose without the prior written consent
      of Landlord which
      consent shall not be unreasonably withheld or delayed .
      Tenant
      agrees that it will not use or permit any person to use the Premises or any
      part
      thereof for any use or purpose in violation of the laws of the United States,
      the laws, ordinances or other regulations of the State or municipality in which
      the Premises are located, or of any other lawful authorities ,
      or any building and use restrictions which ,
      now or hereafter affecting the Premises or any part thereof.





7.02  Tenant
      will not do or permit any act or thing to be done in or to the Premises or
      the
      Project which could
      reasonably be expected to will invalidate
      or be in conflict with any terms or conditions required
      to be contained in any property
      or casualty insurance policy authorized to be issued in the State of Michigan
      or
      any term or condition of the Insurance Services Office’s (ISO) Commercial
      Property Insurance and/or Commercial General Liability Insurance Conditions
      or
      any different or additional terms and conditions of any insurance policy in effect on the Premises or the Project from time to time
      (collectively the “Building Insurance”) as
      notified by Landlord ,
      nor
      shall Tenant do nor permit any other act or thing to be done in or to the
      Premises or the Project which could
      reasonably be expected to shall
      or might subject
      Landlord to any liability or responsibility to any person or for property
      damage, nor shall Tenant use the Premises or keep anything on or in the Project
      except as now or hereafter permitted by the fire regulations, the fire
      department or zoning, health, safety, land use or other regulations. Tenant,
      at
      Tenant’s sole cost and expense, shall comply with all requirements and
      recommendations for
      the Premises set
      forth
      by any property or casualty insurer or reinsurer providing coverage for the
      Premises or the Project or by any person or entity engaged by Landlord or
      Manager to perform any loss control, analysis or assessment for the Premises
      or
      the Project. Tenant shall not do or permit anything to be done in or upon the
      Premises or the Project or bring or keep anything therein or use the Premises
      or
      the Project in a manner which increases the rate of premium for any Building
      Insurance or any property or equipment located therein over the rate in effect
      at the commencement of the Term of this Lease. In addition, Tenant agrees to
      pay
      Landlord the amount of any increase in premiums for insurance which may be
      charged during the term of this Lease resulting from the act or omissions of
      Tenant or the character or nature of its occupancy or use of the Project or
      the
      Premises, whether or not Landlord has consented to the same. Any scheduled
      or
“make-up” of any insurance rate for the Premises, the Building or the Project
      issued by any insurance company establishing insurance premium rates for the
      Premises, Building or the Project shall be *prima
      facie* evidence
      of the facts therein stated and of the several items and charges in the
      insurance premium rates then applicable to the Premises, the Building or the
      Project. Tenant shall give Landlord notice promptly after Tenant learns of
      any
      accident, emergency, or occurrence for which Landlord is or may be liable,
      or
      any fire or other casualty or damage or defects to the Premises, the Building
      or
      the Project which Landlord is or may be responsible or which constitutes the
      property of Landlord.





7.03  Tenant
      shall not perform acts or carry on any activities or engage in any practices
      which may injure the Premises or any portion of the Project or which may be
      a
      nuisance or menace to other persons on or in the Project. Tenant shall pay
      all
      costs, expenses, fines, penalties, or damages which may be imposed upon Landlord
      by reason of Tenant's failure to comply with the provisions of this
      Section.





7.04  Tenant
      will not place any load upon any floor of the Premises exceeding the floor
      load
      per square foot area which it was designed to carry and which is allowed by
      law.
      Landlord reserves the right to reasonably prescribe the weight and position of all safes, business machines and mechanical
      equipment. Such items shall be placed and maintained by Tenant, at Tenant's
      expense, in settings sufficient in Landlord's judgment, to absorb and prevent
      vibration, noise and annoyance. If at any time any windows of the Premises
      are
      temporarily or
      permanently closed,
      darkened or covered in
      connection with any work performed in the Premises or elsewhere on the Project for
      any reason whatsoever, including Landlord’s own acts ,
      Landlord shall not be liable for any damage Tenant may sustain thereby, and
      the
      same shall not be considered a default under this Lease and Tenant shall not
      be
      entitled to any compensation therefore nor abatement of any Base Rent or any
      other sums due hereunder, nor shall the same release Tenant from its obligations
      hereunder nor constitute an eviction, construction, actual or
      otherwise.








7.05  During
      the term hereof, and consistent with janitorial services provided by Landlord,
      Tenant will keep the Premises in a clean and wholesome condition, will use
      the
      same in a careful and proper manner, and generally will comply with all laws,
      ordinances, orders and regulations affecting the Premises and the cleanliness,
      safety, occupancy and use thereof. Tenant will not commit waste in or on the
      Premises, and will use the Premises in accordance with the Rules and Regulations
      of the Project, as set forth in Exhibit B, attached hereto and made a part
      hereof.





7.06  As
      between Landlord and Tenant, after
      the completion of the Tenant Improvements by Landlord Tenant
      shall be responsible for any alterations, changes or improvements to the
      Premises which may be necessary in order for the Premises and Tenant's use
      thereof to be in compliance with the Americans with Disabilities Act of 1990
      and
      its state and local counterparts or equivalents (the "Disabilities Act") during
      the term of this Lease.





7.07  For
      the
      purposes of this Lease, the term "Hazardous Materials" shall mean, collectively,
      (i) any biological materials, chemicals, materials, substances or wastes which
      are now or hereafter become defined as or included in the definition of
      "hazardous substances", "hazardous wastes", "hazardous materials", "extremely
      hazardous wastes", "restricted hazardous wastes", "toxic substances", "toxic
      pollutants", or words of similar import, under any applicable Environmental
      Law
      (as defined below) and (ii) any petroleum or petroleum products and asbestos
      in
      any form that is or could become friable.





7.08  For
      the
      purposes of this Lease, the term "Environmental Laws" shall mean all federal,
      state, and local laws, statutes, ordinances, regulations, criteria, guidelines
      and rules of common law now or hereafter in effect, and in each case as amended,
      and any judicial or administrative interpretation thereof, including, without
      limitation, laws and regulations relating to emissions, discharges, releases
      or
      threatened releases or Hazardous Materials or otherwise related to the
      manufacture, processing, distribution, use, treatment, storage, disposal,
      transport or handling of Hazardous Materials. Environmental Laws include but
      are
      not limited to the Comprehensive Environmental Response, Compensation, and
      Liability Act of 1980, as amended; the Resource Conservation and Recovery Act,
      as amended; the Clean Air Act, as amended; the Clean Water Act, as amended;
      and
      their state and local counterparts or equivalents.





7.09  Tenant
      shall not (either with or without negligence) cause or permit the escape,
      disposal or release of any Hazardous Materials. Tenant shall not allow the
      storage or use of such Hazardous Materials on the Premises or the Project in
      any
      manner prohibited by the Environmental Laws or by the highest standards
      prevailing in the industry for the storage and use of such Hazardous Materials,
      nor allow to be brought into the Premises or the Project any such Hazardous
      Materials except to use in the ordinary course of Tenant’s business, and then
      only after written notice is given to Landlord of the identity of such Hazardous
      Materials and Landlord consents in writing to the use of such materials.
      Landlord shall have the right at any times during the term of this Lease to
      perform assessments of the environmental condition of the Premises and of
      Tenant’s compliance with this Section 7.09. If
      at
      the time that Landlord performs or causes to be performed any such assessment
      and such assessment or inspection proves that Tenant as a result of the acts
      and/or omissions of Tenant, Tenant’s employees, invitees, licensees, servants,
      agents, contractors or designees has caused any (i) non-compliance with any
      Environmental Law or the highest standards prevailing in the industry for the
      storage and usage of Hazardous Materials; (ii) damage; or (iii) contamination,
      or that Tenant is otherwise in default under this Section 7.09 then Tenant
      shall
      promptly reimburse Landlord for the cost of the assessment. In
      connection with any such assessment, Landlord shall have the right to enter
      and
      inspect the Premises and perform tests (including physically invasive tests), with
      twenty four (24) hour prior notice, except in the case of emergency
      and provided
      such tests are performed in a manner that minimizes disruption to Tenant. Tenant
      will cooperate with Landlord in connection with any such assessment by, among
      other things, responding to inquires and providing relevant documentation and
      records. Tenant will accept custody and arrange for the disposal of any
      Hazardous Materials that are required to be disposed of as a result of those
      tests. Landlord shall have no liability or responsibility to Tenant with respect
      to any such assessment or test or with respect to results of any such assessment
      or test. If during
      the period covered by Tenant’s liability and obligation under this Lease
      including Section 7.11 any
      lender or governmental agency shall ever require testing to ascertain whether
      or
      not there has been any release of Hazardous Materials, then the reasonable
      costs
      thereof shall be reimbursed by Tenant to Landlord upon demand as additional
      charges if such requirement applies to the Premises or Tenant's activities
      on
      the Project and
      provided such testing indicates that there has been a release of any Hazardous
      Material and such release is a result of the acts and/or omissions of Tenant,
      Tenant’s employees, invitees, licensees, servants, agents, contractors or
      designees .
      If any
      inspection indicates any (i) non-compliance with any Environmental Law or the
      highest standards generally prevailing
      in the industry for the storage and use of Hazardous Materials and
      such non-compliance is the result of the actions or omissions of Tenant,
      Tenant’s employees, invitees, customers, visitors, licensees, servants, agents,
      contractors of designees ;
      (ii)
      damage resulting from the acts and/or omissions of Tenant, Tenant’s employees,
      invitees, licensees, servants, agents contractors or designees ;
      or
      (iii) contamination resulting from the acts and/or omissions of Tenant, Tenant’s employees,
      invitees, licensees, servants, agents, contractors or designees ,
      Tenant
      shall, at its cost and expense, remedy such non-compliance, damage or
      contamination. In addition, 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 Hazardous Materials on the
      Premises. Irrespective of whether Landlord elects to inspect the Premises,
      if
      Hazardous Materials are found on or about the Premises, Landlord shall have
      no
      responsibility, liability or obligation whatsoever with respect to the
      existence, removal or transportation of the Hazardous Material or the
      restoration and remediation of the Premises. Tenant’s
      obligations under this Section 7.09 with respect to any environmental condition
      shall not be applicable to the extent that such environmental condition (a)
      exists prior to the commencement of the initial term of the Lease, or (b)
      results from (i) the actions or omission of Landlord either before the
      commencement of this Lease, during the term hereof or after the termination
      of
      this Lease, or (ii) the actions or omissions of any preceding or succeeding
      tenant or owner of the Premises, or (iii) the actions or omissions of any person
      or entity who or which is not a subtenant, employee, agent, invitee, customer,
      visitor, licensee, contractor or designee of Tenant. Further,
      Landlord shall have the right to require Tenant to immediately terminate the
      conduct of any activity in violation of the Environmental Law, the highest
      standards prevailing in the industry for the storage and use of Hazardous
      Materials or, if none exist, the standards determined by Landlord.








7.10  Tenant
      further agrees that it will not, by either action or inaction, invite or
      otherwise cause agents or representatives of any federal, state or local
      governmental agency to enter onto the Premises or the Project and/or investigate
      the Premises or the Project. This agreement does not allow Tenant to obstruct
      any such entry or investigation and the mere fact of a regulatory agency entry
      or investigation without Tenant's involvement either by action or inaction
      shall
      not be deemed a breach of this lease. Nothing set forth in this paragraph shall
      prohibit Tenant from reporting any fact or condition which Tenant has been
      advised it has a legal obligation to report provided Tenant first notifies
      Landlord of such fact or condition and Tenant's intention to report the fact
      or
      condition.




7.11  After
      the completion of the construction of the Tenant Improvements by Landlord Tenant
      shall indemnify, hold harmless and defend Landlord, its licensees, servants,
      agents, employees and contractors from any loss, damage, claim, liability or
      expense (including reasonable attorney’s fees) arising out of the failure of the
      Premises or Tenant’s use thereof to be in compliance with Disabilities Act.
      Tenant shall not be required to indemnify, hold harmless or defend Landlord
      for
      the failure, if any, of the common
      areas  Common
      Areas (including the parking areas, ramps and walkways) to comply with the
      Disabilities Act. Tenant shall indemnify, hold harmless and defend Landlord,
      its
      licensees, servants, agents, employees and contractors for any loss, damage,
      claim, liability or expense (including reasonable attorney’s fees) arising out
      of any violation of any Environmental Law(s) by Tenant or its responsible
      parties (as described in Section 7.09 above) on the Premises or the Project
      which occurs after the date hereof. Tenant shall notify Landlord as soon as
      possible after Tenant learns of the existence of or potential for any such
      loss,
      damage, claim, liability or expense arising out of any violation or claimed suspected violation of any Environmental Law(s) or the Disabilities Act. In the event
      Tenant refuses to address such violation or suspected violation within five
      (5)
      days of such notice from Landlord, and, thereafter, to investigate such
      violation or suspected violation, and promptly commence and diligently pursue
      any action required to address such violation or suspected violation, Landlord
      shall have the right, in addition to every other right and remedy it may have
      hereunder, to terminate this Lease by giving ten (10) days prior written notice
      thereof to Tenant, and upon the expiration of such ten (10) days, this Lease
      shall terminate. The covenants set forth herein shall survive the expiration
      or
      earlier termination of this Lease.








**SECTION
      8.**





**INSURANCE**





8.01  Commencing
      on the Commencement Date, Tenant shall, during the Term of this Lease, maintain
      in full force and effect policies of commercial general liability insurance
      (including premises, operation, bodily injury, personal injury, death,
      independent contractors, products and completed operations, broad form
      contractual liability and broad form property damage coverage), in a combined
      single limit amount of not less than Five Million Dollars ($5,000,000), per
      occurrence (exclusive of defense costs), against all claims, demands or actions
      with respect to damage, injury or death made by or on behalf of any person
      or
      entity, arising from or relating to the conduct and operation of Tenant’s
      business in, on or about the Premises (which shall include Tenant’s signs, if
      any), or arising from or related to any act or omission of Tenant or of Tenant’s
      principals, officers, agents, contractors, servants, employees, licensees and
      invitees. Whenever, in Landlord’s reasonable judgment, good business practice
      and changing conditions indicate a need for additional amounts or different
      types of insurance coverage due
      to the conduct and operation of Tenant’s business in, on or about the Premises,
      or arising from or related to any act or omission of Tenant or of Tenant’s
      principals, officers, agents, contractors, servants, employees, licensees and
      invitees which may increase the risk of liability ,
      Tenant
      shall, within ten (10) days after Landlord’s request, obtain such insurance
      coverage, at Tenant’s sole cost and expense.





8.02  Commencing
      on the Commencement Date, Tenant shall obtain and maintain policies of workers'
      compensation and employers' liability insurance which shall provide for
      statutory workers' compensation benefits and employers' liability limits of
      not
      less than that required by law.





8.03  Commencing
      on the Commencement Date, Tenant shall obtain and maintain insurance protecting
      and indemnifying Tenant against any and all damage to or loss of any personal
      property, fixtures, leasehold improvements, alterations, decorations,
      installations, repairs, additions, replacements or other physical changes in
      or
      about the Premises, including but not limited to the Tenant Improvements, and
      all claims and liabilities relating thereto, for their full replacement value
      without deduction or depreciation. In addition, if Tenant shall install or
      maintain one or more pressure vessels to serve Tenant’s operations on the
      Premises, Tenant shall, at Tenant’s sole cost and expense, obtain, maintain and
      keep in full force and effect appropriate boiler or other insurance coverage
      therefore in an amount not less than One Million and No/100 Dollars
      ($1,000,000.00) (it being understood and agreed, however, that the foregoing
      shall not be deemed a consent by Landlord to the installation and/or maintenance
      of any such pressure vessels in the Premises, which installation and/or
      maintenance shall at all times be subject to the prior written consent of
      Landlord). All insurance policies required pursuant to this Paragraph 8.03
      shall be written on a so-called "all risk" form and shall be carried in
      sufficient amount so as to avoid the imposition of any co-insurance penalty
      in
      the event of a loss. Such insurance shall provide the broadest coverage then
      available, including coverage for loss of profits or business income or
      reimbursement for extra expense incurred as the result of damage or destruction
      to all or a part of the Premises.





8.04  All
      insurance policies which Tenant shall be required to maintain pursuant to this
      Section 8 shall, in addition to any of the foregoing: be written by insurers
      which have an A.M. Best & Company rating of "A", Class "X", or better and
      who are authorized to write such business in the State of Michigan and are
      otherwise satisfactory to Landlord; be written as “occurrence” policy; be
      written as primary policy coverage and not contributing with or in excess of
      any
      coverage which Landlord or any ground or building lessor may carry; name
      Landlord, the Manager, and Landlord's mortgagee and ground or building lessor,
      if any, as additional insureds; be endorsed to provide that they shall not
      be
      cancelled, failed to be renewed, diminished or materially altered for any reason
      except on thirty (30) days prior written notice to Landlord and the other
      additional insureds; and provide coverage to Landlord, Landlord's property
      management company, and Landlord's mortgagee whether or not the event or
      occurrence giving rise to the claim is alleged to have been caused in whole
      or
      in part by the acts or negligence of Landlord, Landlord's property management
      company, or Landlord's mortgagee. At Landlord's option, either the original
      policies or certified duplicate copies of the original policies will be
      delivered by Tenant to Landlord at least ten (10) days prior to their effective
      date thereof, together with receipts evidencing payment of the premiums
      therefor. Tenant will deliver certificates of renewal for such policies to
      Landlord not less than thirty (30) days prior to the expiration dates thereof.
      No such policy shall contain a deductible or self insured retention greater
      than $5,000.00  $25,000.00 per
      claim, nor shall any such policy be the subject of an indemnification or other
      arrangement by which any insured is obligated to repay any insurer with respect
      to loss occurring on the Premises.





8.05  If
      Tenant
      fails to provide all or any of the insurance required by this Section 8 or
      subsequently fails to maintain such insurance in accordance with the
      requirements hereof, then after giving one
      (1)  three
      (3) business
      days written notice to Tenant, Landlord may (but will not be required to)
      procure or renew such insurance to protect its own interests only, and any
      amounts paid by Landlord for such insurance will be additional rental due and
      payable on or before the next Rent Day, together with late charges and interest
      as provided in Section 5 hereof. Landlord and Tenant agree that no insurance
      acquired by Landlord pursuant hereto shall cover any interest or liability
      of
      Tenant and any procurement by Landlord of any such insurance or the payment
      of
      any such premiums shall not be deemed to waive or release the default of Tenant
      with respect thereto.








**SECTION
      9.**





**DAMAGE
      BY FIRE OR OTHER CASUALTY**





9.01  It
      is
      understood and agreed that if, during the Term hereof, the Project and/or the
      Premises shall be damaged or destroyed in whole or in part by fire or other
      casualty, without the fault or neglect of Tenant, Tenant's servants, employees,
      agents, visitors, invitees or licensees, which damage is covered by insurance
      carried pursuant to Section 8 above, unless Landlord elects to terminate
      this Lease as provided in Paragraph 9.02 below, Landlord shall cause the
      Project and/or the Premises to be repaired and restored to good, tenantable
      condition with reasonable dispatch at its expense; provided, however, Landlord
      shall not be obligated to expend for such repair or restoration an amount in
      excess of insurance proceeds made available to Landlord for such purpose, if
      any. Landlord's obligation hereunder shall be limited to repairing or restoring
      the Project and/or the Premises to substantially the same condition that existed
      prior to such damage or destruction.





9.02  If
      (i)
      more than fifty (50%) percent of the floor area of the Premises shall be damaged
      or destroyed, (ii) more than twenty-five (25%) percent of the Project shall
      be
      damaged or destroyed, or (iii) any material damage or destruction occurs to
      the
      Premises or the Project during the last twelve (12) months of the Initial Term
      or Option Term, as the case may be, then Landlord may elect to either terminate
      this Lease or repair and rebuild the Premises. In order to terminate this lease
      pursuant to this Paragraph, Landlord must give written notice to Tenant of
      its
      election to so terminate, such notice to be given within ninety (90) days after
      the occurrence of damage or destruction fitting the above description, and
      thereupon the term of this Lease shall expire by lapse of time ten (10) days
      after such notice is given and Tenant shall vacate the Premises and surrender
      the same to Landlord, without prejudice, however, to Landlord's rights and
      remedies against Tenant under the Lease provisions in effect prior to such
      termination, and any rent owing shall be paid up to such date and any payments
      of rent made by Tenant which were on account of any period subsequent to such
      date shall be returned to Tenant. Tenant acknowledges that Landlord will not
      carry insurance on Tenant's furniture and/or furnishings or any fixtures or
      equipment, improvements, or appurtenances removable by Tenant and agrees that
      Landlord will not be obligated to repair any damage thereto or replace the
      same.





9.03  Tenant
      shall give immediate notice to Landlord in case of fire or accident at the
      Premises. If Landlord repairs or restores the Premises as provided in
      Paragraph 9.01 above, Tenant shall promptly repair or replace its trade
      fixtures, furnishings, equipment, personal property and leasehold improvements
      in a manner and to a condition equal to that substantially existing
      prior to the occurrence of such damage or destruction.





9.04  If
      the
      casualty, or the repairing or rebuilding of the Premises pursuant to Paragraphs
      9.01 and 9.02 above shall render the Premises untenantable, in whole or in
      part,
      a proportionate abatement of the rent due hereunder shall be allowed from the
      date when the damage occurred until the date Landlord completes the repairs
      on
      the Premises or, in the event Landlord elects to terminate this Lease, until
      the
      date of termination. Such abatement shall be computed on the basis of the ratio
      of the floor area of the Premises rendered untenantable to the entire floor
      area
      of the Premises. If
      Tenant cannot conduct its business in a reasonable manner in the floor area
      still remaining tenantable after the casualty, or the repairing or rebuilding
      of
      the Premises, then the entire Premises shall be deemed
      untenantable.








9.05  Tenant
      shall not entrust any property to any employee, contractor, licensee, or invitee
      of Landlord. Any person to whom any property is entrusted by or on behalf of
      Tenant in violation of foregoing prohibition shall be deemed to be acting as
      Tenant’s agent with respect to such property and neither Landlord nor its agents
      shall be liable for any damage to property of Tenant or of others entrusted
      to
      employees of the Project, nor shall Landlord or its agents be liable for any
      such damage caused by other tenants or persons in, upon or about the Project
      or
      caused by operations or construction of any private, public or quasi-public
      work.





9.06  Within
      fifteen (15) days of any damage or destruction to the Premises described in
      Section 9.01, Tenant shall provide written notice to Landlord requesting an
      estimate of the time required to substantially repair or restore the Premises.
      If Tenant fails to request said estimate by providing written notice to Landlord
      within such time period, Tenant’s right to terminate this Lease under this
      paragraph shall be deemed waived. Within a reasonable time of receipt of
      Tenant’s notice, Landlord shall provide a written notice to Tenant (the
“Landlord Casualty Repair Estimate Notice”) indicating the scheduled completion
      date to repair or restore the Premises “ready for occupancy” as defined in
      Section 2.04 to substantially the same condition it existed immediately prior
      to
      the damage or destruction. If the scheduled completion date in the Landlord
      Casualty Repair Estimate Notice is more than one-hundred eighty (180) days
      after
      the date of the damage or destruction or more than sixty (60) days during the
      last twelve (12) months of the Term of the Lease (in each case, the “Restoration
      Period”), then Tenant may elect to terminate this Lease. In order to terminate
      this Lease pursuant to this paragraph, Tenant must give written notice to
      Landlord of its election to so terminate, such notice (the “Tenant Casualty
      Termination Notice”) shall be given within thirty (30) days of the date the
      Landlord Casualty Repair Estimate Notice and thereupon the Term of this Lease
      shall expire by lapse of time thirty (30) days after Tenant Casualty Termination
      Notice is given and Tenant shall vacate the Premises and surrender the same
      to
      Landlord, without prejudice, however, to Landlord’s rights and remedies against
      Tenant under the Lease provisions in effect prior to such termination, and
      any
      rent owing shall be paid up to such date and any payments of rent made by Tenant
      which were on account of any period subsequent to such date shall be returned
      to
      Tenant.







**SECTION
      10.**





**REPAIRS,
      RENOVATIONS AND ALTERATIONS**





10.01  Tenant
      shall, at Tenant's sole expense, keep the interior of the Premises and the
      fixtures therein in good condition, reasonable wear and tear excepted, and
      will
      also repair all damage or injury to the Premises and fixtures resulting from
      the
      carelessness, omission, neglect or other action or inaction of Tenant, its
      servants, employees, agents, visitors, invitees or licensees. Such damage shall
      be promptly repaired or damaged items replaced by Tenant, after
      ten (10) days written notice from Landlord and at Tenant’s at
      its sole
      expense, to the reasonable satisfaction of Landlord. If Tenant fails to make such repairs or replacements,
      Landlord may do so and the cost thereof shall become collectible as additional
      rent hereunder and shall be paid by Tenant within ten (10) days after
      presentation of statement therefor. Landlord shall maintain, and shall make
      all
      necessary repairs and replacements to, the Building, the heating, air
      conditioning and electrical systems located therein, and the Common Areas,
      provided that at Landlord’s option, (i) Tenant shall make all repairs and
      replacements arising from its act, neglect or default and that of its agents,
      servants, employees, invitees and licensees, or (ii) Landlord may make such
      repairs and replacements and the costs thereof shall become collectable as
      additional rent hereunder and shall be paid by Tenant within five (5) days
      after
      presentation of a statement therefore. Tenant shall keep and maintain the
      Premises in a clean, sanitary and safe condition, and shall keep and maintain
      the interior of the Premises in full compliance with the laws of the United
      States and State of Michigan, all directions, rules and regulations of any
      health officer, fire marshal, building inspector, or other proper official
      of
      any governmental agency having jurisdiction over the Premises, and the
      requirements of Landlord's mortgagee, all at Tenant's full cost and expense,
      and
      Tenant shall comply with all requirements of law, ordinance and regulation
      affecting the Premises. Tenant shall make all non-structural repairs to the
      Premises as and when needed to preserve them in good order and condition. All
      the aforesaid repairs shall be of quality or class equal to the original
      construction. Tenant shall give Landlord prompt written notice of any defective
      condition in any plumbing, heating system or electrical lines located in,
      servicing or passing through the Premises and following such notice, Landlord
      shall remedy the condition with due diligence but at the expense of Tenant
      if
      repairs are necessitated by damage or injury attributable to Tenant, Tenant's
      servants, agents, employees, invitees or licensees. There shall be no allowance
      to Tenant for diminutions of rental value and no liability on the part of
      Landlord by reason of inconvenience, annoyance or injury to business arising
      from Landlord, Tenant, or others making or failing to make any repairs,
      alterations, additions, or improvements in or to any portion of the Building
      or
      the Premises or in and to the fixtures, appurtenances or equipment thereof.
      The
      provisions of this Section 10 with respect to the making of repairs shall
      not apply in the case of fire or other casualty which are dealt with in
      Section 9 hereof.








10.02  Tenant
      shall not make any renovations, alterations, additions or improvements to the
      Premises without Landlord's prior written consent which
      consent shall not be unreasonably withheld .
      All
      plans and specifications for such renovations, alterations, additions or
      improvements shall be approved by Landlord prior to commencement of any work.
      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 laws,
      rules and regulations of governmental agencies or authorities, including but
      not
      limited to the Americans with Disabilities Act, as amended. Notwithstanding
      the foregoing, Tenant may make cosmetic alterations to the Premises (i.e.,
      painting, wall papering, new carpeting and the like) costing $25,000.00 or
      less
      with notice but without Landlord’s consent provided such alterations do no
      effect the mechanical, electrical, plumbing, communication, fire, or safety
      systems of the Building. All
      renovations, alterations, additions or improvements made by Tenant upon the
      Premises, except for movable office furniture and movable trade fixtures
      installed at the expense of Tenant, shall be and shall remain the property
      of
      Landlord, and shall be surrendered with the Premises at the termination of
      this
      Lease, without molestation or injury. In addition, Landlord may designate by
      written notice to Tenant the alterations, additions, improvements and fixtures
      made by or for Tenant, which shall be removed by Tenant at the expiration or
      termination of the Lease and Tenant shall promptly remove the same and repair
      any damage to the Premises caused by such removal. Tenant
      shall not remove, nor be obligated to remove, the Tenant Improvements shown
      on
      the Plans.





10.03  Tenant
      agrees that all renovations, alterations, additions and improvements made by
      it
      pursuant to Paragraph 10.02, notwithstanding Landlord's approval thereof,
      shall be done in a good and workmanlike manner and in conformity with all
      guidelines provided by Landlord and all laws, ordinances and regulations of
      all
      public authorities having jurisdiction, that materials of good quality shall
      be
      employed therein, that the structure of the Premises shall not be impaired
      thereby, that the work shall be carried out and completed in an orderly, clean
      and safe manner, and that, while the work is being performed, Tenant shall
      maintain builder's risk insurance coverage for
      any improvements in excess of $25,000.00 with
      Landlord as a named insured, which insurance coverage shall meet the criteria
      set forth in Section 8.





**SECTION
      11.**




**LIENS**





11.01  Tenant
      will keep the Premises free of liens of any sort related
      to the acts, omissions or contracts of Tenant, and
      will
      hold Landlord harmless from any such liens
      which may be placed on the Premises except
      those attributable to debts incurred by Landlord .
      In the
      event a construction or other lien shall be filed against the Building, the
      Premises or Tenant's interest therein as a result of any work undertaken by
      Tenant or its employees, agents, contractors or subcontractors, or as a result
      of any repairs or alterations made by or any other act of Tenant or its
      employees, agents, contractors or subcontractors, Tenant shall, within two
      (2)  thirty
      (30 days
      after receiving notice of such lien, discharge such lien either by payment
      of
      the indebtedness due the lien claimant or by filing a bond (as provided by
      statute) as security for the discharge of such lien. In the event Tenant shall
      fail to discharge such lien by
      payment or bond, after notice ,
      Landlord shall have the right to procure such discharge by filing such bond,
      and
      Tenant shall pay the cost of such bond to Landlord as additional rent upon
      the
      next Rent Day in accordance with Section 5 hereof.








**SECTION
      12.**





**EMINENT
      DOMAIN**





12.01  If
      all of
      the Premises are condemned or taken in any manner (including without limitation
      any conveyance in lieu thereof) for any public or quasi-public use, the term
      of
      this Lease shall cease and terminate as of the date title is vested in the
      condemning authority. If (i) more than fifty (50%) percent of the floor area
      of
      the Premises shall be condemned or taken in any manner, or (ii) more than
      twenty-five (25%) percent of the Building shall be condemned or taken, or (iii)
      any material condemnation or taking occurs during the last twelve (12) months
      of
      the Initial Term or Option Term, as the case may be, or (iv) such a portion
      of
      the parking area on the Land is so condemned or taken that the number of parking
      spaces remaining are less than the number required by applicable zoning laws
      or
      other building code for the Building, then Landlord may elect to terminate
      this
      Lease. In order to terminate this Lease pursuant to this Paragraph, Landlord
      must give Tenant written notice of its election to so terminate, such notice
      to
      be given not later than ninety (90) days after the completion of such
      condemnation or taking, and thereupon the term of this Lease shall expire on
      the
      date set forth in such notice, and Tenant shall vacate the Premises and
      surrender the same to Landlord, without prejudice, however, to Landlord's rights
      and remedies against Tenant under the Lease provisions in effect prior to such
      termination, and any rent owing shall be paid up to such date and any payments
      of rent made by Tenant which were on account of any period subsequent to such
      date shall be returned to Tenant.





12.02  If
      this
      Lease is not terminated following such a condemnation or taking, Landlord,
      as
      soon as reasonably practicable after such condemnation or taking and the
      determination and payment of Landlord's award on account thereof, shall expend
      as much as may be necessary of the net amount which is awarded to Landlord
      and
      released by Landlord's mortgagee, if any, in restoring, to the extent originally
      constructed by Landlord (consistent, however, with zoning laws and building
      codes then in existence), so much of the Building as was originally constructed
      by Landlord to an architectural unit as nearly like its condition prior to
      such
      taking as shall be practicable; provided, however, Landlord shall not be
      obligated to expend for such restoration an amount in excess of condemnation
      proceeds made available to Landlord, if any. Landlord's obligation hereunder
      shall be limited to restoring the Building and/or the Premises to substantially
      the same condition that existed prior to such condemnation or
      taking.





12.03  If
      this
      Lease is not terminated pursuant to Paragraph 12.01, the Base Rent and
      other sums payable by Tenant hereunder, as adjusted as provided herein, shall
      be
      reduced in proportion to the reduction in area of the Premises by reason of
      the
      condemnation or taking. If this Lease is terminated pursuant to
      Paragraph 12.01, the minimum net rental and other charges which are the
      obligation of Tenant hereunder shall be apportioned and prorated accordingly
      as
      of the date of termination.





12.04  The
      whole
      of any award or compensation for any portion of the Premises taken, condemned
      or
      conveyed in lieu of taking or condemnation, including the value of Tenant's
      leasehold interest under the Lease, shall be solely the property of and payable
      to Landlord. Nothing herein contained shall be deemed to preclude Tenant from
      seeking, at its own cost and expense, an award from the condemning authority
      for
      loss of its business, the value of any trade fixtures or other personal property
      of Tenant in the Premises or moving expenses, provided that the award for such
      claim or claims shall not be in diminution of the award made to
      Landlord.








12.05  Notwithstanding
      Landlord’s right to terminate this Lease pursuant to Section 12.01 above, Tenant
      may elect to terminate this Lease if: (i) more than fifty percent (50%) of
      the
      floor area of the Premises shall be condemned or taken in any manner, or (ii)
      any material condemnation or taking occurs to the Premises during the last
      twelve (12) months of the Initial Term or Option Term, as the case may be,
      or
      (iii) if the Restoration Period (as defined below) for the aforementioned (i)
      or
      (ii) is more than one-hundred eighty (180) days after the date of said
      condemnation or taking (individually referred to as the “Qualified
      Condemnation”). In order to terminate this Lease pursuant to Qualified
      Condemnation (i) or (ii) above Tenant shall, within fifteen (15) days after
      the
      completion of said condemnation or taking, provide written notice to Landlord
      indicating its intent to terminate its Lease, and thereupon the Term of this
      Lease shall expire by lapse of time thirty (30) days after said notice from
      Tenant is given and Tenant shall vacate the Premises and surrender the same
      to
      Landlord, without prejudice, however, to Landlord’s rights and remedies against
      Tenant under the Lease provisions in effect prior to such termination, and
      any
      rent owing shall be paid up to such date and any payments of rent made by
      Tenant, which were on account of any period subsequent to such date shall be
      returned to Tenant. If Tenant fails to provide written notice to Landlord within
      such time period, Tenant’s right to terminate this Lease under this paragraph
      shall be deemed waived. In order to terminate this Lease for Qualified
      Condemnation (iii), Tenant shall within fifteen (15) days of the completion
      of
      the taking of Qualified Condemnation (i) or (ii), provide written notice to
      Landlord requesting an estimate of the time required to substantially restore
      the Premises. If Tenant fails to provide written notice to Landlord within
      such
      time period, Tenant’s right to terminate this Lease under this paragraph shall
      be deemed waived. Within a reasonable time of receipt of Tenant’s notice
      requesting the restoration time frame, Landlord shall provide a written notice
      to Tenant (the “Landlord Condemnation Restoration Estimate Notice”) indicating
      the scheduled completion date to repair or restore the Premises as described
      in
      Section 12.02 (the “Restoration Period”). If the Restoration Period is more than
      one-hundred eighty (180) days after the date of said condemnation or taking,
      then Tenant may elect to terminate this Lease. In order to terminate this Lease,
      Tenant must give written notice to Landlord of its election to so terminate,
      such notice (the “Tenant Condemnation Termination Notice”) shall be given within
      fifteen (15) days of the date of the Landlord Condemnation Restoration Estimate
      Notice and thereupon the Term of this Lease shall expire by lapse of time thirty
      (30) days after Tenant Condemnation Termination Notice is given and Tenant
      shall
      vacate the Premises and surrender the same to Landlord, without prejudice,
      however, to Landlord’s rights and remedies against Tenant under the Lease
      provisions in effect prior to such termination, and any rent owing shall be
      paid
      up to such date and any payments of rent made by Tenant which were on account
      of
      any period subsequent to such date shall be returned to Tenant.








**SECTION
      13.**





**ASSIGNMENT
      OR SUBLETTING**





13.01  Tenant
      agrees not to assign or in any manner transfer this Lease or any interest in
      this Lease without the prior written consent of Landlord, and not to sublet
      the
      Premises or any part of the Premises or to allow anyone to use or to come in,
      through or under the Premises without Landlord's consent ,
      which consent shall not be unreasonably withheld or delayed .
      Any
      attempted subletting or assignment without Landlord's consent shall be voidable
      in Landlord's sole discretion and, at Landlord's option, shall grant Landlord
      the right to terminate this Lease or to exercise any of the other rights or
      remedies it may have hereunder. If consented to, no assignment or subletting
      shall be binding upon Landlord unless the sublessee or assignee shall deliver
      to
      Landlord an instrument (in recordable form, if Landlord so requests) containing
      an agreement of assumption of all of Tenant's obligations under this Lease.
      In
      no event may Tenant assign, sublet or otherwise transfer this Lease or any
      interest in this Lease at any time while an Event of Default exists hereunder.
      Landlord may, in its sole discretion, refuse to give its consent to any proposed
      subletting or assignment or exercise its other rights hereunder for any reason,
      including, but not limited to, the financial condition, creditworthiness or
      business reputation of the proposed sublessee or assignee, the prevailing market
      or quoted rental rates for space in the Building or other comparable buildings,
      and the proposed use of the Premises by, or business of, the proposed sublessee
      or assignee. One consent by Landlord to a subletting or assignment will not
      be
      deemed a consent to any subsequent assignment, subletting, occupation or use
      by
      any other person. Neither the consent to any assignment or subletting nor the
      acceptance of rent from an assignee, subtenant or occupant will constitute
      a
      release of Tenant from the further performance of the obligations of Tenant
      contained in this Lease. A dissolution, merger, consolidation, or other
      reorganization of Tenant and the issuance or transfer of twenty (20%) percent
      or
      more of the voting capital of Tenant to persons other than shareholders as
      of
      the beginning of such period within any twelve (12) month period, shall each
      be
      deemed to be an assignment of this Lease, and as such, prohibited without
      Landlord's prior written consent. Notwithstanding
      anything in this paragraph to the contrary, notwithstanding the foregoing,
      the
      merger, consolidation, or other reorganization of Tenant and the sale of all
      or
      substantially all of Tenant’s assets shall be permitted hereunder with thirty
      (30) day prior written notice, but not prior approval, of Landlord if the
      resultant entity after such transaction has, and has maintained for each of
      the
      two (2) full fiscal years preceding the transaction, a net worth exceeding
      Five
      Million Dollars ($5,000,000), determined in accordance with general accepted
      accounting principles, consistently applied, and Tenant furnishes Landlord
      evidence reasonably acceptable to Landlord of the net worth standard. Landlord
      may allow the occupancy of the Premises by Tenant’s parent company or a
      subsidiary or an affiliate which is wholly owned by Tenant (the “Related
      Entity”), or the assignment of this Lease or the subletting of all or a portion
      of the Premises to a Related Entity provided that: (i) Tenant shall give written
      notice to Landlord at least thirty (30) days prior to said proposed occupancy,
      assignment or subletting setting forth the terms thereof together with such
      financial and other information Landlord may request; and (ii) any such
      occupancy, assignment or subletting shall not constitute a release of Tenant
      from the further performance of the obligations of Tenant contained in this
      Lease; and (iii) any such occupancy, assignment or subletting shall be subject
      to Sections 13.03 and 13.04.











13.02  In
      the
      event Tenant desires to sublet all or a portion of the Premises or assign this
      Lease, Tenant shall give notice to Landlord setting forth the terms of the
      proposed subletting or assignment together with such financial and other
      information Landlord may request. Landlord shall have the right, exercisable
      by
      written notice to Tenant within sixty
      (60)  thirty
      (30) days
      after receipt of Tenant's notice, (i) to consent or refuse to consent thereto
      in
      accordance with Paragraph 13.01 above, or (ii) to terminate this Lease
      which termination may, in Landlord's sole discretion, be conditioned upon
      Landlord and the proposed subtenant/assignee entering into a new Lease. However,
      in the event Landlord desires to elect to terminate this Lease, it shall first
      notify Tenant of its desire whereupon Tenant may withdraw the request within
      ten
      (10) days after Landlord’s notice by the delivery of written withdrawal thereof
      to Landlord whereupon Landlord shall withdraw its recapture option and Tenant
      shall remain fully obligated under this Lease.





13.03  Upon
      the
      occurrence of an Event of Default, as defined under Section 18, if all or any
      part of the Premises are then sublet or assigned, Landlord, in addition to
      any
      other remedies provided by this Lease or by law, may, at its option, collect
      directly from the sublessee or assignee all rent becoming due to Landlord by
      reason of the subletting or assignment. Any collection by Landlord from the
      sublessee or assignee shall not be construed to constitute a waiver or release
      of Tenant from the further performance of its obligations under this Lease
      or
      the making of a new Lease with such sublessee or assignee.





13.04  In
      the
      event Tenant shall sublet all or a portion of the Premises or assign this Lease, one-half
      of all
      of
      the sums of money or other economic consideration received by Tenant or its
      affiliates, directly or indirectly, as a result of such subletting or
      assignment, whether denominated as rent or otherwise, which exceed in the
      aggregate the total sums which Tenant is obligated to pay Landlord under this
      Lease (prorated to reflect obligations allocable to that portion of the Premises
      subject to such sublease) shall be payable to Landlord as additional rent under
      this Lease without effecting or reducing any other obligation of Tenant
      hereunder.








**SECTION
      14.**





**INSPECTION
      OF PREMISES**





14.01  With
      twenty four (24) hour prior notice, except in the case of an emergency, Tenant
      agrees to permit Landlord to enter the Premises for the purpose of inspecting
      the same and to show same to prospective purchasers, tenants or mortgagees
      of
      the Project, and to make such repairs, alterations, improvements or additions
      as
      Landlord may deem necessary or desirable, and Landlord shall be allowed to
      take
      all material into and upon the Premises that may be required therefor without
      the same constituting an eviction of Tenant in whole or in part and the rent
      reserved shall in no way abate while said repairs, alterations, improvements,
      or
      additions are being made, by reason of loss or interruption of business of
      Tenant, or otherwise. Landlord will give Tenant reasonable notice prior to
      an
      entry by Landlord pursuant to this Section 14.01, except in the case of
      emergencies in which event no notice need be given. Landlord
      shall use reasonable efforts not to disrupt, disturb or interfere with the
      conduct of Tenant’s business during such entry. Notwithstanding the foregoing,
      Landlord may enter the Premises with less than twenty four (24) hours prior
      written notice if Tenant gives Landlord its permission to do
      so.




**SECTION
      15.**





**FIXTURES
      AND EQUIPMENT**





15.01  All
      fixtures and equipment paid for by Landlord ,
      excluding movable equipment with is funded with that portion of the Tenant
      Improvement Allowance with may be used for ancillary equipment acquisition
      is in
      accordance with Section D.1 below, and all
      fixtures and equipment which may be paid for and placed on the Premises by
      Tenant from time to time but which are so incorporated and affixed to Premises
      that their removal would involve damage or structural change to Premises will
      be
      and remain the property of Landlord.





15.02  All
      tenant furnishings, office equipment and tenant fixtures (other than those
      specified in Sections 10.02 and 15.01), which are paid for and placed on
      the Premises by Tenant from time to time (other than those which are
      replacements for fixtures originally paid for by Landlord) will remain the
      property of Tenant.




**SECTION
      16.**





**PARKING
      AREAS**





16.01  Tenant
      and its agents, employees, customers, licensees and invitees shall have the
      non-exclusive right to use in common with Landlord and all other tenants and
      occupants of the Building and their respective agents, employees, customers,
      licensees and invitees, the Common Area parking and loading dock facilities,
      if
      any, on the Land, and all driveways, entrances and exits located within the
      Project necessary to provide a means of ingress and egress to and from the
      Premises. Such use of parking facilities shall be subject to, and consistent
      with, the Rules and Regulations of the Project (as set forth in Exhibit B),
      together with such reasonable modifications and additions as may be made thereto
      during the term of this Lease. Landlord shall designate the number of parking
      spaces set forth in Paragraph 1.01(i) in the parking lot or
      parking garage of the
      Project for the exclusive use of Tenant (the “Tenant's Designated Parking
      Spaces”). Tenant shall pay Landlord, as additional rent on each Rent Day, an
      amount set forth in Section 1.01(i). Such
      sums may be increased by Landlord from time to time by the delivery of thirty
      (30) days prior written notice to Tenant. Within thirty (30) days of receipt
      of
      such notification, Tenant may: (i) accept such increase; or (ii) reject such
      increase for all or any of its exclusive spaces, in which event Tenant's
      exclusive parking rights for such spaces shall terminate. If Tenant accepts
      such
      increase or fails to reject such increase within the thirty (30) day period,
      then commencing with the next Rent Day following Landlord's notice, the amount
      of additional rent payable hereunder shall be increased
      accordingly. Notwithstanding anything contained herein to the contrary, Landlord shall have
      the right to relocate Tenant's Designated Parking Spaces within the parking
      lot
      of the Project to a
      place with is not materially farther away from the primary entrance to the
      Building ,
      and
      Landlord shall have the right to designate other parking spaces in the parking
      lot for the exclusive use of others. Tenant agrees to be bound by parking
      regulations in effect at the Project, together with reasonable modifications
      or
      additions as may be necessary during the term of this Lease, as more fully
      described in Exhibit "B", attached hereto and made part
      hereof.








**SECTION
      17.**





**NOTICE
      OR DEMANDS**





17.01  All
      bills, notices, requests, statements, communications, or demands (collectively,
      "notices or demands") to or upon Landlord or Tenant desired or required to
      be
      given under any of the provisions hereof must be in writing. Any such notices
      or
      demands from Landlord to Tenant will be deemed to have been duly and
      sufficiently given if a copy thereof has been personally delivered, mailed
      by
      United States certified mail, return receipt requested, postage prepaid, or
      sent
      via overnight courier service to Tenant at the address of the Premises or at
      such other address as Tenant may have last furnished in writing to Landlord
      for
      such purpose. Any such notices or demands from Tenant to Landlord will be deemed
      to have been duly and sufficiently given if delivered to Landlord in the same
      manner as provided above at the address set forth at the heading of this Lease
      or at the address last furnished by written notice from Landlord to Tenant.
      The
      effective date and the delivery date of such notice or demand will be deemed
      to
      be the time when it is personally delivered, three (3) days after it is mailed
      or the day after it is sent via overnight courier as herein
      provided.





**SECTION
      18.**





**BREACH;
      INSOLVENCY; RE-ENTRY**





18.01  Each
      of
      the following shall constitute an Event of Default under this Lease:
      (i) Tenant's failure to pay rent or any other sum payable hereunder for
      more than five (5) business days after written notice of such failure has been
      delivered to Tenant (but if one notice has been given in any twelve (12) month
      period, no further notice shall be required during such twelve (12) month
      period)  when
      due ;
      (ii) Tenant's failure to perform any of the non-monetary terms, conditions
      or covenants of this Lease to be observed or performed by Tenant for more than seven
      (7)  thirty
      (30) days
      after written notice of such failure shall have been delivered to Tenant except
      in connection with a breach which cannot be remedied or cured within said thirty
      (30) day period, in which event the time of Tenant within which to cure such
      breach shall be extended for such time as shall be necessary to cure the same,
      but only if Tenant, within such thirty (30) business day period, shall have
      commenced and diligently proceeded to remedy or cure such breach ;
      (iii) if Tenant is named as the debtor in any bankruptcy proceeding, or
      similar debtor proceeding, and any such proceeding, if involuntary, is not
      dismissed or set aside within sixty (60) days from the date thereof;
      (iv) if Tenant makes an assignment for the benefit of creditors or
      petitions for or enters into an arrangement with creditors or if a receiver
      of
      any property of Tenant in or upon the Premises is appointed in any action,
      suit
      or proceeding by or against Tenant, or if Tenant shall admit to any creditor
      or
      to Landlord that it is insolvent, or if the interest of Tenant in the Premises
      shall be sold under execution or other legal process; or (v) if Tenant
      shall abandon the Premises, vacate the Premises for a period of more than
      fifteen (15) consecutive days, or suffer this Lease to be taken under any writ
      of execution. Upon the occurrence of any Event of Default, Landlord, in addition
      to any other rights and remedies it may have hereunder or by law, shall have
      the
      immediate right of re-entry, and may remove all persons and property from the
      Premises and it shall have the right to abandon or otherwise dispose of such
      property in any way it may deem fit which is not in contravention of applicable
      law. In addition, Landlord shall have the right, but not the obligation, to
      store all or some of the property which may have been removed in a public
      warehouse or elsewhere at the cost of, and for the account of, Tenant, all
      without service of notice or resort to legal process and all without being
      deemed guilty of trespass or becoming liable for any loss or damage which may
      be
      occasioned thereby.





18.02  In
      the
      event Landlord shall elect to re-enter the Premises in accordance with
      Paragraph 18.01, or should Landlord take possession of Premises pursuant to
      legal proceedings or pursuant to any notice provided by law, Landlord may either
      terminate this Lease or may from time to time without terminating this Lease,
      make such alterations and repairs as Landlord may deem necessary in order to
      relet the Premises, and relet the Premises or any part thereof for any such
      term
      or terms (which may be for a term extended beyond the term of this Lease) and
      at
      such rental or rentals, and upon such other terms and conditions as Landlord
      may
      deem advisable.








18.03  Upon
      the
      reletting of the Premises in accordance with Paragraph 18.02, all rentals
      received by Landlord from such reletting shall be applied in the following
      order
      of priority: (a) to the payment of any additional rent payable as provided
      in Section 5 hereof, including interest and late charges; (b) to the
      payment of any other indebtedness other than rent due hereunder from Tenant
      to
      Landlord; (c) to the payment of the actual costs and expenses of obtaining
      possession, restoring and repairing the Premises and the actual costs and
      expenses of reletting, including brokerage and reasonable attorneys' fees; and (d) to the payment of any rent and other sums due and
      unpaid under this Lease. The remainder, if any, shall be held by Landlord and
      applied in payment of future rent as the same may become due and payable
      hereunder. If the rental received from such reletting during any month is less
      than that to be paid during that month by Tenant hereunder, Tenant shall pay
      any
      such deficiency to Landlord monthly. No such re-entry or taking possession
      of
      the Premises or any part thereof by Landlord shall be construed as an election
      on its part to terminate this Lease unless a written notice of such intention
      is
      given to Tenant or unless the termination thereof is decreed by a court of
      competent jurisdiction.





18.04  Notwithstanding
      any reletting of the Premises without termination in accordance with
      Paragraph 18.02, Landlord may at any time after the occurrence of any Event
      of Default, terminate this Lease and, in addition to any other remedies Landlord
      may have, Landlord may recover from Tenant all damages it may incur by reason
      of
      Tenant's breach, including, without limitation, the reasonable cost of
      recovering and reletting the Premises and reasonable attorneys' fees incidental
      thereto and the worth at the time of the termination of the amount of rent
      and
      other charges payable hereunder for the remainder of the Term, all of which
      amounts shall be immediately due and payable by Tenant to Landlord.





18.05  In
      case
      suit shall be brought or an attorney otherwise consulted, for recovery of
      possession of the leased premises, for the recovery of rent or any other amount
      due under the provisions of this Lease, or because of the breach of any other
      covenant herein contained on the part of either
      Landlord or Tenant
      to
      be kept and performed, or any other action against
      Tenant  against
      one of the parties by the
      other Landlord ,
      or
      because of any claimed breach of this Lease by either
      party Landlord or any
      other action against one
      of
      the parties by the other  Landlord
      by Tenant, (and Landlord shall be the prevailing party),
      Tenant  the
      non-prevailing party shall pay to the prevailing party shall pay to Landlord all
      expenses incurred therefor, including a reasonable attorneys’ fee. In addition,
      Landlord and Tenant hereby waive trial by jury in any action, proceeding or
      counterclaim brought by Landlord or Tenant against the other on any matter
      whatsoever arising out of or in any way connected with this Lease, the
      relationship of Landlord to Tenant, the use or occupancy of the Premises by
      Tenant or any person claiming through or under Tenant, any claim of injury
      or
      damage, and any emergency or other statutory remedies; provided, however, the
      foregoing waiver shall not apply to any action for personal injury or property
      damage.












**SECTION
      19.**





**SURRENDER
      OF PREMISES ON TERMINATION**





19.01  At
      the
      expiration (or earlier termination) of the Term hereof, Tenant will surrender
      the Premises (including
      the Tenant Improvements shown on the Plans, attached hereto as Exhibit
      A) broom
      clean and in as good condition and repair as they were at the time Tenant took
      possession, reasonable wear and tear and
      insured casualty excepted, and promptly upon surrender will deliver all keys and building
      security cards for the Premises to Landlord at the place then fixed for the
      payment of rent. At the expiration of the Lease term, Tenant will, at its own
      cost and expense, repair or pay the cost of restoration with respect to any
      damage to the Premises arising from the removal of any trade fixtures or similar
      items. Tenant shall have no rights of removal as to property affixed or
      otherwise placed on or in the Premises by or at the expense of Landlord, its
      predecessors, successors or assigns, provided, however, upon expiration of the Term of this Lease other than in
      accordance with Section D5, Tenant may remove the movable equipment with is
      funded with that portion of the Tenant Improvement Allowance with may be used
      for ancillary equipment acquisition is in accordance with Section D.1 below .
      All
      costs and expenses incurred by Landlord in connection with repairing or
      restoring the Premises to the condition called for herein, together with the
      costs, if any, of removing any property of Tenant together with any property
      designated by Landlord pursuant to Section 10.02, left on the Premises, shall
      be
      paid by Tenant on demand. Tenant shall remove all property of Tenant and make
      all repairs necessitated thereby at its own cost, as directed by Landlord.
      Tenant's obligation to observe or perform this covenant shall survive the
      expiration or other termination of the Term of this Lease.





**SECTION
      20.**





**PERFORMANCE
      BY LANDLORD OF THE COVENANTS OF TENANT**





20.01  If
      Tenant
      fails to pay any sum of money, other than Base Rent, required to be paid
      hereunder or fails to perform any act on its part to be performed hereunder,
      including, but not limited to, the performance of all covenants pertaining
      to
      the condition and repair of the Premises pursuant to Section 10 above, and
      if
      such failure shall not otherwise be cured within the time, if any, provided
      herein, then upon two (2) days notice for
      emergency repairs and ten (10) days notice for non-emergency repairs Landlord
      may (but shall not be required to), without waiving or releasing Tenant from
      any
      of Tenant's obligations, make any such payment or perform any such other act.
      All sums so paid or incurred by Landlord and all incidental costs, including,
      but not limited to, the cost of repair, maintenance or restoration of the
      Premises, shall be deemed additional rental and, together with interest thereon
      computed at the rate set forth in Section 5 hereof from the date of
      the
      notice of
      payment by Landlord until the date of repayment by Tenant to Landlord, shall
      be
      payable to Landlord on demand. On default in such payment, Landlord shall have
      the same remedies as on default in payment of rent. The rights and remedies
      granted to Landlord under this Section 20 shall be in addition to, and not
      in
      lieu of, all other remedies, if any, available to Landlord under this Lease
      or
      otherwise, and nothing contained herein shall be construed to limit such other
      remedies of Landlord with respect to any matters covered herein.














**SECTION
      21.**





**SUBORDINATION;
      ESTOPPEL CERTIFICATES**





21.01  This
      Lease is subject and subordinate to all ground leases, underlying leases, and
      mortgages, if any, now or hereafter made, which may now or hereafter affect
      the
      Project and to all renewals, modifications, consolidations, replacements and
      extensions of any such ground leases, underlying leases and mortgages. This
      clause shall be self-operative and no further instrument of subordination shall
      be necessary. Notwithstanding the foregoing, Landlord reserves the right to
      declare this Lease prior to the lien of any ground lease, underlying lease,
      or
      mortgage now or hereinafter placed upon the real property of which the Premises
      are a part by recording a written notice of such priority with the register
      of
      deeds. Tenant covenants and agrees to execute and deliver, within ten (10)
      days
      after requested by Landlord, such further instrument or instruments
      subordinating this Lease (or declaring the Lease prior and superior) to any
      lease or proposed lease or to the lien of any such mortgage or mortgages as
      shall reasonably be desired by Landlord, any lessor or proposed lessor, and
      any
      mortgagees or proposed mortgagees.





21.02  In
      the
      event any proceedings are brought for foreclosure of, or in the event of the
      conveyance by deed in lieu of foreclosure of, or in the event of the exercise
      of
      the power of sale under, any mortgage made by Landlord covering the Premises,
      Tenant hereby attorns to the new owner, and  covenants
      and agrees to execute any instrument in writing reasonably satisfactory to
      the
      new owner whereby Tenant attorns to such successor in interest and recognizes
      such successor as Landlord under this Lease.





21.03  Tenant,
      within ten (10) days after request (at any time or times) by Landlord, will
      execute and deliver to Landlord an estoppel certificate, in form reasonably
      acceptable to Landlord, certifying: (i) to the Commencement Date and
      expiration date of the Term; (ii) that this Lease is unmodified and in full
      force and effect, or is in full force and effect as modified, stating the
      modifications; (iii) that Tenant does not claim that Landlord is in default
      in any way, or listing any such claimed defaults and that Tenant does not claim
      any rights of setoff, or listing such rights of setoff; (iv) to the amount
      of monthly rent and other sums due hereunder as of the date of the certificate,
      the date to which the rent has been paid in advance, and the amount of any
      security deposit or prepaid rent; (v) that Tenant agrees to provide any
      mortgagee of Landlord with notice of any default by Landlord hereunder and
      give
      such mortgagee the opportunity to cure such default within sixty
      (60)  thirty
      (30) days
      of
      such mortgagee's receipt of notice of such default; and (vi) such other
      matters as may be reasonably requested by Landlord. Any such certificate may
      be
      relied upon by any prospective purchaser, mortgagee or lessor of the Premises
      or
      any part thereof.








**SECTION
      22.**





**QUIET
      ENJOYMENT**





22.01  Landlord
      agrees that at all times when no Event of Default exists under this Lease,
      Tenant's quiet and peaceable enjoyment of the Premises, in accordance with
      and
      subject to the terms of this Lease, will not be disturbed or interfered with
      by
      Landlord or any person claiming by, through, or under Landlord.





**SECTION
      23.**





**HOLDING
      OVER**





23.01  If
      Tenant
      remains in possession of the Premises after the expiration of this Lease without
      executing a new lease, Landlord shall have the right to deem Tenant to be
      occupying the Premises as a tenant from month to month and the Base Rent for
      each month will be one
      hundred fifty percent (150%) of the regular monthly installment of Base Rent
      payable for the last month of the Term of this Lease for the first two
      (2)  **six
      (6)** months after expiration and two
      hundred percent (200%) of the greater
      of: (a) the
      regular monthly installment of Base Rent payable for the last month of the
      Term
      of this Lease ;
      or (b) the then prevailing market rates of rent for the Project determined
      by
      Landlord in its sole and absolute discretion .
      This
      provision shall not preclude Landlord from terminating the lease or recovering
      any and all damages Landlord may incur as a result of Tenant's failure to timely
      deliver possession of the Premises to Landlord or from exercising any other
      right or remedy it may have hereunder.





**SECTION
      24.**





**REMEDIES
      NOT EXCLUSIVE; WAIVER**





24.01  Each
      and
      every of the rights, remedies and benefits of Landlord provided by this Lease
      are cumulative, and are not exclusive of any other of said rights, remedies
      and
      benefits, or of any other rights, remedies and benefits allowed by
      law.





24.02  The
      failure of Landlord to seek redress for violation of, or to insist upon the
      strict performance of, any covenant or condition of this Lease or of any of
      the
      rules or regulations set forth or hereafter adopted by Landlord, shall not
      prevent a subsequent act which would have originally constituted a violation
      from having all the force and effect of an original violation. The receipt
      by
      Landlord of rent with knowledge of the breach of any covenant of this Lease
      shall not be deemed a waiver of such breach and no provision of this Lease
      shall
      be deemed to have been waived by Landlord unless such waiver be in writing
      signed by Landlord. One or more waivers of any covenant or condition by either
      party shall not be construed as a waiver of a further or subsequent breach
      of
      the same covenant or condition, and the consent or approval by Landlord to
      or of
      any act by Tenant requiring Landlord's consent or approval will not be deemed
      to
      waive or render unnecessary Landlord's consent or approval to or of any
      subsequent similar act by Tenant. No payment by Tenant or receipt by Landlord
      of
      a lesser amount than the monthly rental herein stipulated shall be deemed to
      be
      other than on account of the earliest stipulated rent, nor shall any endorsement
      or statement on any check or any letter accompanying any check or payment as
      rent be deemed an accord and satisfaction, and Landlord shall accept such check
      or payment without prejudice to Landlord's right to recover the balance of
      such
      rent or pursue any other remedy provided in this Lease.














**SECTION
      25.**





**WAIVER
      OF SUBROGATION**





25.01  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 releasor'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
      releasor to recover thereunder. Landlord and Tenant each agrees 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 rate 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 25.01 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 second sentence of
      this Section 25.01, 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 (including, as to Landlord, the Manager), 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 25.01 shall
      be
      deemed to relieve either party from any duty imposed elsewhere in this Lease
      to
      repair, restore and rebuild.





Notwithstanding
      any other term or provision of this Lease to the contrary, 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.
      If
      the release of either Landlord or Tenant, as set forth in this Section 25.01,
      shall contravene any law with respect to exculpatory agreements, the liability
      of the party in question shall be not released, but no action or rights shall
      be
      sought or enforced against such party. The waiver of subrogation referred to
      above shall extend to the agents and employees of each party (including as
      to
      Landlord, the Manager). Nothing contained in this Section 25.01 shall be deemed
      to relieve Landlord from any duty imposed elsewhere in this Lease to repair,
      restore and rebuild. Landlord and Tenant agree that all casualty insurance
      that
      they each maintain shall contain full waivers of subrogation, and that the
      mutual release and waivers of subrogation granted by each party hereto to the
      other shall be fully effective, for the benefit of each party, and their agents,
      employees, sublessees, successors and assigns whether or not the insurance
      required to be maintained hereunder is, in fact, maintained or in
      force.








**SECTION
      26.**





**RIGHT
      TO SHOW PREMISES**





26.01  Landlord
      may ,
      with
      reasonable notice, show the
      Premises to prospective tenants and brokers for
      the Premises, no sooner than six (6) months prior to the expiration (or early
      termination) of the Initial Term hereof ,
      and may
      display signs about the Project and elsewhere advertising the availability
      of
      the Premises. Landlord
      shall use reasonable efforts not to disrupt, disturb or interfere with the
      conduct of Tenant’s business during such entry.





**SECTION
      27.**





**INDEMNIFICATION**





27.01  Tenant
      at
      its expense will defend, indemnify, save and hold harmless Landlord, its
      invitees, licensees, servants, agents, employees, affiliated entities and
      contractors, from and against any loss, damage, claim of damage, liability
      or
      expense, (including attorney fees) to or for any person or property, whether
      based on contract, tort, negligence or otherwise, arising directly or indirectly
      out of or in connection with the condition of the Premises, the occupation,
      use
      or misuse thereof by Tenant or any other person, the acts or omissions of
      Tenant, its invitees, licensees, servants, agents, employees or contractors,
      the
      failure of Tenant to comply with any provision of this Lease, or any event
      on or
      relating to the Premises, whatever the cause or any litigation or other
      proceeding by or against Tenant to which Landlord is made a party, other than
      the intentional,
      willful or malicious  negligent act
      of
      Landlord which causes an injury which was neither either expected or intended by Landlord
      when it performed the act in question .
      The
      provisions of this Section 27.01 will survive the expiration or termination
      of
      this Lease.





27.02  Landlord,
      at its expense, will defend, indemnify, save and hold harmless Tenant, its
      licensees, servants, agents, employees, affiliated entities and contractors:
      from and against any loss, damage, claim of damage, liability or expense
      (including attorneys’ fees) to or for any person or property, whether it is
      based on contract, tort, negligence or otherwise, or arising directly or
      indirectly out of or in connection with the condition of the Common Areas or
      the
      other parts of the Project not leased to or occupied by others, the use or
      misuse thereof by Landlord, its licensees, servants, agents, employees, or
      contractors, the failure of Landlord to comply with the terms of this Lease,
      or
      any event on or relating to the Common Areas or the other parts of the Project
      not leased to or occupied by others, whatever the cause, or any litigation
      or
      other proceeding by or against Landlord to which Tenant is made a party, other
      than the intentional,
      willful, or malicious or negligent
      act of Tenant which
      causes injury and/or damages .
      Notwithstanding anything to the contrary, the provisions set forth in this
      Section 27.02 shall not apply for any time period where Tenant has contracted
      for use or occupancy, under separate agreement and on a temporary basis, any
      portion of the Common Areas or any portion of the Project other than the
      Premises. The provisions of this indemnification shall survive expiration and
      termination of this Lease.











**SECTION
      28.**





**DEFINITION
      OF LANDLORD; LANDLORD'S LIABILITY**





28.01  The
      term
      "Landlord" as used in this Lease so far as covenants, agreements, stipulations
      or obligations on the part of Landlord are concerned is limited to mean and
      include only the owner or owners of the Premises at the time in question, and
      in
      the event of any transfer or transfers of the title to such fee Landlord herein
      named (and in case of any subsequent transfers or conveyances the then grantor)
      will automatically be freed and relieved from and after the date of such
      transfer or conveyance of all personal liability for the performance of any
      covenants or obligations on the part of Landlord contained in this Lease
      thereafter to be performed so
      long as such transferee assumes the obligations of Landlord
      hereunder .





28.02  Landlord shall
      not be in default or breach hereof, and Landlord shall have no liability if This
      Lease and the obligation of Tenant to pay rent hereunder and perform all of
      the
      other covenants and agreements hereunder on the part of Tenant to be performed
      shall in no way be affected, impaired or excused because Landlord
      is unable to fulfill any of its obligations under this Lease or otherwise is
      unable to supply or is delayed in supplying any service expressly or implied
      to
      be supplied or is unable to make, or is delayed in making any repairs,
      additions, alterations or decorations or is unable to supply or is delayed
      in
      supplying any equipment or fixtures if
      Landlord is prevented or delayed from so doing by reasons of a
      “Force Majeure”. A Force Majeure shall be shortages
      of materials, acts of God, governmental restrictions, strike or labor troubles
      or any cause beyond Landlord's reasonable control including, but not limited
      to,
      government preemption in connection with a national emergency or by reason
      of
      any rule, order or regulation of any department or subdivision thereof of any
      government agency or by reason of the conditions of supply and demand which
      have
      been or are affected by war or other emergency.




**SECTION
      29.**





**SECURITY
      DEPOSIT AND SECURITY INTEREST**





29.01  Upon
      execution hereof, Tenant shall deliver to Landlord cash in the amount set forth
      in Paragraph 1.01(j), above, which Landlord is to retain as security for the
      faithful performance of all the covenants, conditions and agreements of this
      Lease, but in no event shall Landlord be obligated to apply the same upon rents
      or other charges in arrears or upon damages for Tenant's failure to perform
      the
      said covenants, conditions, and agreements; Landlord may so apply the security
      at its option, and Landlord's right to the possession of the Premises for
      nonpayment of rent or for any other reason shall not in any event be affected
      by
      reason of the fact that Landlord holds this security. The said sum, if not
      applied toward the payment of rent in arrears or toward the payment of damages
      suffered by Landlord by reason of Tenant's breach of the covenants, conditions
      and agreements of this Lease, is to be returned, without interest thereon,
      to
      Tenant when this Lease is terminated, and fully performed by Tenant, according
      to these terms, and in no event is the said security to be returned until Tenant
      has vacated the Premises and delivered possession to Landlord.





29.02  In
      the
      event that Landlord repossesses the Premises because of Tenant's default or
      because of Tenant's failure to carry out the covenants, conditions and
      agreements of this Lease, Landlord may apply the said security upon all damages
      suffered to the date of said repossession and may retain the said security
      to
      apply upon such damages as may be suffered or shall accrue thereafter by reason
      of Tenant's default or breach. Landlord shall not be obligated to keep the
      said
      security as a separate fund, but may mix the said security with its own funds.
      In the event Landlord shall use any part of the Security Deposit, Tenant shall,
      upon demand, deposit with Landlord the full amount so used, in order that
      Landlord shall have the full Security Deposit on hand at all times during the
      Term of this Lease. In the event of a sale or lease of the Building and the
      transfer of the Security Deposit to the purchaser or lessee, Landlord shall
      be
      released from all liability for the return of the Security Deposit. Tenant
      shall
      have no legal power to assign or encumber the Security Deposit herein
      described.





29.03  To
      secure the faithful performance of all covenants, conditions and agreements
      of
      this Lease to be performed and observed by Tenant and to secure the payment
      of
      all rent and other sums which may be due Landlord under this Lease, Tenant
      hereby grants Landlord a security interest in all property, equipment, fixtures,
      chattels, inventory and general intangibles and the proceeds thereof, whether
      now owned or hereafter acquired, which may at any time be placed in or upon
      the
      Leased Premises or used or useable in connection with Tenant's business
      (collectively the "Collateral"). Upon the occurrence of an Event of Default,
      Landlord may exercise any of its rights and remedies provided by the Uniform
      Commercial Code. The proceeds of any such sale, after payment of Landlord's
      expenses, shall be applied to the payment of Tenant's obligations hereunder
      and
      satisfaction of such Event of Default. Enforcement of this security interest
      shall be in addition to and shall not waive, alter, limit or affect in any
      manner any other remedies available to Landlord. Tenant agrees that upon
      Landlord's request it shall execute and deliver all such financing statements
      as
      may be necessary to perfect this security interest. Provided no Event of Default
      exists under the terms of this Lease, then within thirty (30) days after the
      expiration of the Term, Landlord shall deliver all such termination statements
      as Tenant may reasonably request, whereupon the security interest granted by
      this Section 29 shall terminate.








**SECTION
      30.**





**RULES
      AND REGULATIONS**





30.01  Tenant
      shall faithfully abide by and observe the rules and regulations for the
      Building, a copy of which is attached hereto as Exhibit B and made a part
      hereof, and, after notice thereof, all additions thereto and modifications
      thereof of uniform applicability from time to time promulgated in writing by
      Landlord.




**SECTION
      31.**





**SIGNS
      AND ADVERTISING**





31.01  No
      signs,
      lighting, lettering, pictures, notices, advertisements, shades, awnings or
      decorations will be displayed, used or installed by Tenant except as approved
      in
      writing by Landlord ,
      which approval shall not be unreasonably withheld or delayed .
      All
      such materials displayed in and about the Premises will be such only as to
      advertise the business carried on upon the Premises and Landlord will control
      the location, character and size thereof. Tenant shall not cause or permit
      to be
      used any advertising materials or methods which are reasonably objectionable
      to
      Landlord or to other tenants of the Building, including without limiting the
      generality of the foregoing: loudspeakers, mechanical or moving display devices,
      unusually bright or flashing lights and similar devices the effect of which
      may
      be seen or heard from outside the Premises. Tenant shall not solicit business,
      sell or display merchandise, or distribute hand bills or other advertising
      matter in the parking area or other Common Areas.





**SECTION
      32.**





**GENERAL**





32.01  If,
      by
      reason of the occurrence of unavoidable delays due to acts of God, governmental
      restrictions, strikes, labor disturbances, shortages of materials or supplies
      or
      for any other cause or event beyond a
      party's reasonable
      control, Landlord or
      Tenant is
      unable
      to furnish or is delayed in furnishing any service required by either
      party under
      the
      provisions of this Lease, or Landlord or
      Tenant is
      unable to perform or make or is delayed in performing or making any
      installations, decorations, repairs, alterations, additions, or improvements,
      required to be performed or made under this Lease, or is unable to fulfill
      or is
      delayed in fulfilling any of their
      respective other
      obligations under this Lease excluding, however, Tenant obligation to pay Base Rent, Operating Expenses,
      real
      Estate Taxes, Additional Rent or any other sum due hereunder ,
      no such
      inability or delay shall constitute a
      default, breach or an
      actual
      or constructive eviction in whole or in part, or, except as otherwise expressly
      provided herein, entitle Tenant to any abatement or diminution of rental or
      other charges due hereunder or otherwise relieve Tenant or
      Landlord from
      any
      of its obligations under this Lease, or impose any liability upon Landlord
      or
      its agents by reason of inconvenience or annoyance to Tenant, or injury to
      or
      interruption of Tenant's business, or otherwise.








32.02  This
      Lease is being entered into and executed in the State of Michigan, and all
      questions with respect to the construction of this Agreement and the rights
      and
      liabilities of the parties shall be determined in accordance with the provisions
      of the laws of the State of Michigan.





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





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





32.05  Landlord
      reserves the right should
      it become necessary to comply with required laws and regulations, or to assure
      the health, safety and welfare of Tenant or other occupants of the
      building to
      relocate Tenant in other comparable
      contiguous space
      in
      the Building upon not less than sixty (60) days prior written notice to Tenant.
      Landlord shall pay the cost of moving Tenant to new space ,
      and
      the cost or reinstalling all of Tenant’s fixtures and equipment so that the new
      space is fully functional for the conduct of Tenant’s business as conducted in
      the old space .
      If
      Tenant does not wish to accept such relocation, Tenant may object thereto by
      written notice to Landlord within ten (10) days after the notice from Landlord.
      In the event Tenant fails to object within such ten (10) day period, Tenant
      shall be deemed to have accepted the relocation. In the event Tenant so objects,
      Landlord may rescind the notice of intention to relocate Tenant or may reaffirm
      said intention, in which event Tenant may terminate this Lease by written notice
      to Landlord within five (5) days after the affirmation notice from Landlord.
      In
      the event Tenant fails to notify Landlord of its termination within such five
      (5) day period, it shall be deemed to have accepted the relocation. If Tenant
      terminates this Lease pursuant this paragraph, Tenant must vacate the Premises
      within thirty (30) days following Tenant's notice to Landlord of
      termination .
      As
      to any relocation of Tenant to substitute space, such substitute space shall
      (i)
      be comparable to the Premises, (ii) be contiguous to itself (iii) contain
      substantially the same tenant improvements, of equal or better quality, to
      those
      in the Premises, and (iv) be as suitable as the Premises for the conduct of
      Tenant’s business, and such substitute space and the Premises shall be
      concurrently available to Tenant as necessary to provide for continuity in
      Tenant’s business and to permit relocation of Tenant’s equipment and facilities
      with reasonable minimal interruption in such business.





32.06  The
      covenants, conditions and agreements contained in this Lease shall bind and
      inure to the benefit of Landlord and Tenant and their respective heirs,
      distributees, successors, administrators and executors provided, however, that
      no assignment by, from, through, or under Tenant in violation of any of the
      provisions hereof shall vest in the assigns any right, title, or interest
      whatsoever. All provisions of this Lease are and will be binding on the
      successors and permitted assigns of Landlord and Tenant.





32.07  Time
      shall be and is of the essence in this Lease and with respect to the performance
      of all obligations of Landlord and Tenant hereunder.





32.08  Any
      services which Landlord is required to furnish pursuant to the provisions of
      this Lease may, at Landlord's option, be furnished from time to time, in whole
      or in part, by employees of Landlord or by the managing agent of the Project
      or
      by one or more third persons.





32.09  Landlord
      shall have the right at any time, and from time to time, to unilaterally amend
      the provisions of this Lease if Landlord is advised by counsel that all or
      any
      portion of the monies paid by Tenant to Landlord hereunder are, or may be deemed
      to be, unrelated business income within the meaning of the United States
      Internal Revenue Code or regulation issued thereunder, and Tenant agrees that
      it
      will execute all documents or instruments necessary to effect such amendment
      or
      amendments, provided that no such amendment shall result in Tenant having to
      pay
      in the aggregate more money on account of its occupancy of the Premises under
      the term of this Lease as so amended and provided, further, that no such
      amendment or amendments shall result in Tenant receiving under the provisions
      of
      this Lease less service than it is entitled to receive, nor services of a lesser
      quality.










32.10  Neither
      Landlord nor Landlord's agents have made any representations or promises with
      respect to the physical condition of the Building, the Land or the Premises,
      or
      with respect to the rents, leases, expenses of operation or any other matter
      or
      thing affecting or related to the Premises except as expressly set forth herein;
      and no rights, easements or licenses are acquired by Tenant by implication
      or
      otherwise except as expressly set forth in the provisions of this
      Lease.





32.11  Annually
      and at any other time, upon
      request, Tenant
      shall promptly furnish Landlord financial statements reflecting Tenant's and
      any
      Guarantor's current financial condition. All such financial statements shall
      be
      in such form and contain such detail as Landlord shall reasonably request. Any
      financial statement, or any other information given Landlord by Tenant under
      this Section 32.11 shall remain confidential.





32.12  In
      case
      any provision of this Lease or any agreement or instrument executed in
      connection herewith shall be invalid, illegal or unenforceable, such provision
      shall be enforced to the fullest extent permitted by applicable law, and the
      validity, legality and enforceability of the remaining provisions hereof and
      thereof shall not in any way be affected or impaired thereby. 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.





32.13  This
      Lease can be modified or amended only by a written agreement signed by Landlord
      and Tenant. This Lease and the Exhibits attached hereto and forming a part
      hereof set forth all of the covenants, agreements, stipulations, promises,
      conditions and understandings between Landlord and Tenant concerning the
      Premises, and there are no covenants, agreements, stipulations, promises,
      conditions or understanding, either oral or written, between them other than
      set
      forth herein or therein.





32.14  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.





32.15  Except
      as
      disclosed in writing to Landlord, Tenant represents and warrants to Landlord
      that there are no claims for brokerage commissions ,
      other than Friedman Real Estate Group, or
      finder's fees in connection with this Lease as a result of the contracts,
      contacts or actions of Tenant, and Tenant agrees to indemnify Landlord and
      hold
      it harmless from all liabilities arising from any such claim arising from an
      alleged agreement or act by Tenant (including, without limitation, the cost
      of
      counsel fees in connection therewith); from
      other than Friedman Real Estate Group, such
      agreement to survive the termination of this
      Lease. Landlord agrees to be responsible for paying all commissions payable
      to
      Friedman Real Estate Group in connection with this
      Lease.





32.16  The
      matters set forth on Exhibit D, Special Provisions, if any, are hereby accepted
      and agreed to between Landlord and Tenant and incorporated herein by
      reference.











IN
      WITNESS WHEREOF Landlord and Tenant have executed this Lease as of the date
      and
      year first above written.





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





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








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


Printed:
      Paul A. Stodulski  Printed:
      Michael Mahoney


Its:
      Secretary   Its:
      CFO
















**EXHIBIT
      A**





**SPACE
      PLAN**














Approved
      by Tenant:




**TENANT:**


**LDMI
      TELECOMMUNICATIONS, INC.,**


**** a
      Michigan corporation







By:
      /s/ Michael Mahoney


Printed:Michael Mahoney


Its:
      CFO














**EXHIBIT
      B**





**RULES
      AND REGULATIONS OF THE PROJECT**





Tenant
      agrees for itself, its employees, agents, clients, customers, licensees,
      invitees and guests, to comply fully with the following rules and regulations
      and with such reasonable modifications thereof and additions thereto as Landlord
      may make for the Project. All rules and regulations set forth in this
      Exhibit B shall be in addition to, and shall in no way limit, the
      provisions of the Lease.





1.  The
      Common Areas of the Project shall not be used by Tenant for any purpose other
      than those for which they are intended or designated.





2.  Landlord
      has the right to reasonably control
      access to the Project and refuse admittance to any person or persons without
      satisfactory identification or a pass issued by Tenant during hours reasonably
      determined by Landlord.





3.  No
      person
      shall disturb other occupants of the Building by making loud or disturbing
      noises.





4.  Soliciting,
      peddling and canvassing is prohibited in the Project and Tenant shall cooperate
      to prevent the same. No vending machine shall be operated in the Building by
      any
      tenant without the prior written consent of Landlord.





5.  All
      deliveries and removals of furniture, equipment or other bulky items must take
      place after notification to Landlord, during such hours and in such manner
      as
      Landlord shall reasonably determine. Tenant shall be responsible for all damage
      or injury resulting from the delivery or removal of all articles into or out
      of
      the Project or the Premises. No load shall be placed on the floors or in
      elevators in excess of the limits which shall be established by
      Landlord.





6.  Tenant
      shall not use any equipment emitting noxious fumes or offensive odors unless
      they are properly vented at Tenant's expense.





7.  Nothing
      shall be attached to the interior or exterior of the Building without the prior
      written consent of Landlord.





8.  No
      sign
      or other representation shall be placed on the interior or exterior of the
      Building without prior written consent of Landlord ,
      which consent shall not be unreasonably withheld .





9.  No
      hazardous articles, bicycles, vehicles or animals of any kind (other than
      wheelchairs and
      motorized scooters or other vehicles utilized by handicapped
      person and
      seeing-eye dogs) shall be brought into or kept in or about the Building without
      the prior consent of Landlord.





10.  No
      marking, painting, drilling, boring, cutting or defacing of the walls, floors
      or
      ceilings of the Building, other than that which is reasonably necessary for
      the
      hanging of art work, diplomas and similar objects which do not require any
      material alteration to any wall, floor or ceiling, shall be permitted without
      the prior written consent of Landlord.





11.  The
      electrical system and lighting fixtures in the Building shall not be altered
      or
      disturbed in any manner without the prior written consent from Landlord. Any
      alterations or additions must be performed by licensed personnel authorized
      by
      Landlord.





12.  The
      toilets and other plumbing fixtures shall not be used for any purpose other
      than
      that for which they are designed. No sweepings, rubbish or other similar
      materials or substances shall be deposited therein.








13.  Smoking
      is prohibited in the elevator(s), hallways, corridors, stairs, lobbies and
      other interior common
      areas of the Project unless clearly designated to the contrary by
      Landlord.





14.  Tenant
      shall not waste electricity, water or air-conditioning, and shall cooperate
      fully with Landlord to assure the most effective operation of the Building's
      heating and air-conditioning. Tenant shall not adjust any controls other than
      room thermostats installed for Tenant's use. Tenant shall not tie, wedge or
      otherwise fasten open any water faucet or outlet. Tenant shall keep all corridor
      doors closed.





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





16.  Tenant
      or
      Tenant's employees shall not distribute literature, flyers, handouts or
      pamphlets of any kind in any of the common areas of the Project without the
      prior written consent of Landlord.





17.  Tenant
      shall not sell or prepare any food or beverages in or from the Premises without
      Landlord's prior written consent ,
      except for coffee, tea, soft drinks, candy, soup and microwave foods prepared
      for consumption by Tenant, Tenant’s servants, employees, agents, clients,
      customers, licensees, invitees, visitors, and contractors.





18.  Tenant
      shall not permit the use of any apparatus for sound production or transmission
      in such manner that the sound so transmitted or produced shall be audible or
      vibrations therefrom shall be detectable beyond the Premises.





19.  Tenant
      shall keep all electrical and mechanical apparatus free of vibration, noise
      and
      air waves which may be transmitted beyond the Premises.





20.  No
      floor
      covering shall be affixed to any floor in the Premises by means of glue or
      other
      adhesive without Landlord's prior written consent ,
      which consent shall not be unreasonably withheld .





21.  Tenant
      shall not use the name of the Building for any purpose other than that of the
      business address of Tenant (which it may do, at its own risk, in the event
      the
      name of the Building changes), and shall not use any picture or likeness of
      the
      Building in any circulars, notices, advertisements or
      correspondence.





22.  Tenant
      shall not obstruct sidewalks, entrances, passages, courts, corridors,
      vestibules, halls, elevators and stairways in or about the Building, nor shall
      Tenant place objects against glass partitions, doors or windows which would
      be
      unsightly from the Building's corridors, or from other areas of the
      Building.





23.  Tenant
      shall not make any room-to-room canvass to solicit business from other tenants
      of the Building.








24.  No
      additional locks or similar devices shall be attached to any door and no locks
      shall be changed without Landlord's prior written consent ,
      which consent shall not be unreasonably withheld .
      Upon
      termination of this Lease or of Tenant's possession of the Premises, Tenant
      shall surrender all keys for door locks and other locks in or about the Premises
      and shall make known to Landlord the combination of all locks, safes, cabinets
      and vaults which are not removed by Tenant.





25.  Tenant
      shall not install or operate any machinery or mechanical devices of a nature
      not
      directly related to Tenant's ordinary use of the Premises without Landlord's
      prior written consent.





26.  Except
      in the case of any emergency in which event prompt notice shall be given to
      Landlord, Tenant
      shall not employ any person to perform any cleaning, repairing, janitorial,
      decorating, painting or other services or work in or about the Premises, except
      with the approval of Landlord ,
      which approval shall not be unreasonably withheld or delayed .





27.  Tenant
      shall ascertain from Landlord the maximum amount of electrical current which
      can
      safely be used in the Premises, taking into account the capacity of the electric
      wiring in the Building and the Premises and the needs of other tenants, and
      shall not use more than such safe capacity. Landlord's consent to the
      installation of electric equipment shall not relieve Tenant from the obligation
      not to use more electricity than such safe capacity.





28.  Tenant
      shall not overload any floor or elevator and shall not install any heavy
      objects, safes, business machines, files or other equipment without having
      received Landlord's prior written consent as to size, maximum weight, routing
      and locations thereof. Safes, furniture, equipment, machines and other large
      or
      bulky articles shall be brought through the Building and into and out of the
      Premises at such times and in such manner as Landlord shall direct (including
      the designation of elevator) and at Tenant's sole risk and responsibility.
      Prior
      to Tenant's removal of any such articles from the Building, Tenant shall obtain
      written authorization therefore from Landlord.





29.  Tenant
      shall not in any manner deface or damage the Building.





30.  Tenant
      shall not bring into the Building or Premises inflammables such as gasoline,
      kerosene, naphtha and benzine, or explosives or any other articles of
      intrinsically dangerous nature.





31.  Movement
      into or out of the Building of furniture or office equipment, or dispatch or
      receipt by Tenant of any merchandise or materials other than hand-delivered
      packages, which requires the use of elevators or stairways or movement through
      the Building entrances or lobby, shall be restricted to the hours designated
      by
      Landlord. Tenant assumes all risk of damage to any and all articles so moved,
      as
      well as injury to any person or property in such movement, and hereby agrees
      to
      indemnify Landlord against any loss resulting therefrom.





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





33.  The
      Premises shall not be used for housing, lodging, sleeping or for any immoral
      or
      illegal purpose.





34.  The
      work
      of the janitor or cleaning personnel shall not be hindered by Tenant after
      5:30
      p.m. and the windows may be cleaned at any time. Tenant shall provide adequate
      waste and rubbish receptacles to prevent unreasonable cost to Landlord in
      discharging its obligations regarding cleaning services.





35.  Tenant
      will refer all contractors or installation technicians performing
      any work on the Premises or the systems thereof rendering
      any service for Tenant for
      supervision and approval of Landlord ,
      which approval shall not be unreasonably withheld, before
      performance of any contractual services.








36.  Parking
      Regulations :


(i)
            Cars
                WILL NOT park in the designated "Reserved" spaces. There will be
                no
                parking in any area of the Project other than those areas clearly
                marked
                and defined for parking.


(ii)
            Parking
                will be on the basis of first-come, first-served except for Designated
                Parking Spaces.


(iii)
            Parkers
                will be expected to park their cars in an orderly manner within the
                marked
                stalls provided.


(iv)
            It
                is recommended that cars be left in a "brakes on, doors locked" condition
                at all times.


(v)
            No
                car will be allowed to park in any driveway area or in any manner
                which
                will interfere with the normal flow of
                traffic.


(vi)
            Cars
                parked illegally will be towed at the car owner's
                expense.


(vii)
            Tenant
                agrees that all its employees have been fully informed as to the
                content
                of these regulations.


(viii)
            Landlord
                or Landlord's agents and employees shall not be liable for and Tenant
                waives all claims resulting from any accident or occurrence in and
                upon
                the parking area.


(ix)
            All
                automobiles parked in the parking areas shall be in good condition
                and
                repair, utilized for personal transportation, not commercial in nature(excluding
                service vehicles while the person is performing services at the Premises)and
                driven and handled at the risk of the owner.Notwithstanding
                the foregoing, Tenant shall have the right to park (but not repair)
                not
                more than three (3) of Tenant’s service vans per night, one of which may
                be parked nightly on a regular basis and the remaining two (2) of
                which
                shall may only be parked nightly on an occasional basis.


(x)
            Automobile
                owner or owner's agents shall not wash, wax or otherwise clean or
                prep the
                interior/exterior of vehicles or perform any maintenance whatsoever
                on
                vehicles within the parking area or on any part of the parking lot
                servicing the Building.


(xi)
            In
                the event that automobile owner's use of the parking area violates
                any
                local, county or state law, regulation or ordinance, automobile owner's
                right to utilize the parking area shall immediately cease. In addition,
                in
                no event shall Tenant permit its employees, licensees, invitees or
                other
                occupants to use more than Tenant's Proportionate Share of the existing
                parking spaces for the Project.


(xii)
            Parking
                areas shall not be used to store vehicles or for parking large commercial
                or recreational vehicles.





Tenant
      shall be responsible for the observance of all the foregoing rules and
      regulations by Tenant's employees, agents, clients, customers, invitees,
      licensees and guests. Landlord shall not be responsible for any violation of
      the
      foregoing rules and regulations by other tenants of the Building and shall
      have
      no obligation to enforce the same against other tenants. Landlord shall have
      the
      right to amend these rules and regulations from time to time in accordance
      with
      the terms of the Lease.





Approved
      by Tenant:




**TENANT:**


**LDMI
      TELECOMMUNICATIONS, INC.,**


a
      Michigan corporation







By:/s/Michael Mahoney


Printed:
      Michael Mahoney


Its:
      CFO











**EXHIBIT
      C**





**DAILY
      JANITORIAL SERVICE**








(a)  All
      waste
      paper baskets and ashtrays are emptied and cleaned.





(b)  All
      furniture and cleared desks are dusted as required.





(c)  All
      carpeting is vacuum cleaned daily as required.





(d)  All
      doors, doorknobs, and glass are wiped down as required.





(e)  Walls
      are
      spot cleaned as required.





(f)  Windows
      are spot cleaned as required.




(g)
      All corridors, common areas, common area bathrooms, and elevators are cleaned
      daily, which includes washing all tile floors, washing out the sinks and stalls,
      vacuum


cleaning the hallway carpeting, cleaning out the drinking fountains and spot
      cleaning the walls and mirrors where necessary.




All
      hard surface flooring shown on the Plans is vacuum cleaned daily as required.
      Such hard surface flooring will be washed on a bi-monthly
      basis.

















Approved
      by Tenant:




**TENANT:**


**LDMI
      TELECOMMUNICATIONS, INC.,**


**** a
      Michigan corporation







By:
      /s/ Michael Mahoney


Printed:
      Michael Mahoney


Its:
      CFO








**EXHIBIT
      D**


**SPECIAL
      PROVISIONS**





**D1
      EXCESS TENANT IMPROVEMENT COSTS.**





Landlord
      shall provide up to **Nine
      Hundred Forty-Eight Thousand Eight Hundred Sixteen Dollars
      ($948,816.00)** (the
      "Tenant Improvement Allowance")
      for the tenant improvements. Tenant shall be responsible for all costs in excess
      of the Tenant Improvement Allowance to construct the Tenant Improvements in
      accordance with the Plans. In the event the cost of completing the Tenant
      Improvements is less than the Tenant Improvement Allowance, Landlord shall
      retain the difference and Tenant shall have up
      to twelve (12) months to use the remaining balance of the Tenant Improvement
      Allowance for other improvements to the Premises or for other ancillary
      leasehold improvements, such as the installation of equipment, facilities and
      business communication facilities to the Premises, however, in no event shall
      such excess Tenant Improvement Allowance available for Tenant’s use for such
      ancillary costs exceed **Ninety
      Four Thousand Eight Hundred Eighty One and 60/100** **Two** **One** **Hundred
      Fifty** **Eighty
      Nine** **Thousand** **Seven
      Hundred Sixty Three and 20/100** **Dollars** **($94,551.60)
      ($189,763.20)** **($250,000.00)** .
      If
      Tenant elects to use any or all of such remaining balance of the Tenant
      Improvement Allowance Tenant shall provide ten (10) days prior written notice
      to
      Landlord of its intent to use all or a portion of such remaining balance of
      the
      Tenant Improvement Allowance within thirty (30) days of such notice to Landlord.
      After the twelfth (12 th )
      lease
      month Tenant have
      no claim for and not be entitled to receive any such sums. In the event the
      estimated cost of completing the Tenant Improvements in accordance with the
      Plans as a result of Tenant changes shall exceed the Tenant Improvement
      Allowance, the Landlord shall provide Tenant with a C hange O rder
      (as defined below), documenting such increased cost and Tenant shall reimburse
      Landlord for such increased costs pursuant
      to the payment terms set forth in such C hange O rder.







**D2
      CHANGE ORDERS.**





**A.**
            **Request
                for Change.**Tenant
                may request changes to the Plans. In order to request a change, Tenant
                must give written notice to Landlord of its election to make changes
                to
                the Plans (the “Request for Change Notice”). Tenant shall describe in the
                Request for Change Notice such proposed changes and instruct Landlord
                whether or not Tenant desires Landlord to stop all construction of
                the
                Tenant Improvements. Within three (3) business days of receipt of
                Tenant’s
                Request for Change Notice, Landlord shall provide either: (a) Tenant
                with
                a written notice (the “Change Order”) describing the proposed work, the
                cost, and the delay to the TI Completion Date and/or increase the
                amount
                of days constituting the Renovation Period, if any; or, (b) a written
                notice to Tenant indicating the date by which it can respond to the
                Request for Change Notice with the information required under (a)
                above,
                and the delay of the TI Completion Date and/or the increase of the
                amount
                of days constituting the Renovation Period. Tenant shall have three
                (3)
                days to approve, in writing, the Change Order. In the event Tenant
                does
                not accept the Change Order within said three (3) day period, the
                Plans
                will remain as last approved by Tenant and Landlord shall continue
                with
                the construction of the Tenant Improvements, if pursuant to the Request
                for Change Notice, construction had been
                stopped.




**B.**
            **Landlord’s
                Consent to Change.**Any
                changes by Tenant to the Plans shall be subject to Landlord’s prior
                written consent, as evidenced by Landlord’s delivery of a Change Order.
                Landlord shall not unreasonably withhold its consent to any such
                changes,
                so long as the changes do not create a Design Problem (as defined
                in
                Paragraph F below).




**C.**
            **Tenant
                Reimburses Landlord for Landlord’s Increased Costs.**If
                any such changes requested by Tenant and approved by Landlord increase
                the
                cost to Landlord of the construction of the Tenant Improvements shown
                on
                the Plans, beyond the Tenant Improvement Allowance Landlord shall
                provide
                Tenant with Change Order(s) documenting such increased costs beyond
                the
                Tenant Improvement Allowance and Tenant shall reimburse Landlord
                for such
                increased costs beyond the Tenant Improvement Allowance pursuant
                to the
                payment terms set forth in the Change
                Order(s).







**D.**
            **Costs
                Defined.**The
                costs charged by Landlord to Tenant pursuant to Paragraph C hereof
                shall
                be an amount equal to the costs incurred by Landlord beyond the Tenant
                Improvement Allowance to:




(a)
            review
                the requested changes (including, without limitation, the cost of
                retaining outside engineering
                consultants);




(b)
            revise
                the Plans; and




(c)
            cause
                the Tenant Improvements, as reflected by the revised Plans, to be
                constructed to the extent those costs exceed the costs that Landlord
                would
                have had to pay to cause the Tenant Improvements to be constructed
                (as
                reflected by the then-existing Plans) if such changes had not been
                made.




**E.**
            **Change
                Order Constitutes “Tenant Delay.”**If
                pursuant to the Request for Change Notice, Tenant requests to stop
                all
                work in process until it receives a Change Order, or, if any Change
                Order
                delays Landlord’s completion of the Tenant Improvements shown on the
                Plans, then such delay shall constitute a Tenant Delay. However,
                the first
                three (3) business days of delays resulting from change orders requested
                by Tenant (calculated on a cumulative basis), shall not constitute
                a
                Tenant Delay, provided only if such delay was not caused by Tenant’s
                request to stop construction. In addition, if pursuant to the Request
                for
                Change Notice, Tenant elects to stop all work in process until it
                receives
                a Change Order, such election shall constitute a Tenant
                Delay.




**F.**
            **Design
                Problem.******The
                term “Design Problem” shall mean an alteration that
                will:




(a)
            adversely
                affect the Building’s structural integrity as determined by the
                Landlordor Landlord’s architect;




(b)
            possibly
                damage the building systems, such as the HVAC or electrical
                system;




(c)
            not
                comply with applicable laws or
                codes;




(d)
            adversely
                affect the interior or exterior appearance of the Building and/or
                the
                Common Areas.













**D3
      RIGHT OF FIRST REFUSAL.**





D3.01 (a)  For
      purposes of this Lease, the following terms shall have the following
      meanings:





(i)  The
      "Protected Space" shall mean outlined and identified as the “Protected Space” on
      Exhibit E.





(ii)  The
      "Initial Tenants" shall mean all occupants of any portion of the Protected
      Space
      whose occupancy is pursuant to, under or through a lease with Landlord of such
      portion of the Protected Space that is in effect on the date of this Lease,





(b)  Provided
      (i) Tenant is the Tenant originally named or R elated
      Entity (defined in Section 13.01) herein, (ii) Tenant actually occupies all
      of
      the Premises originally demised under this Lease ,
      or such space is occupied by Tenant or an approved successor and (iii) Tenant is
      not in has no uncured default under the terms and conditions of this Lease as
      of the
      date of the giving of the "RFR Notice" or the "RFR Space Inclusion Date" (as
      such terms are hereinafter defined), if at any time during the term of this
      Lease Landlord shall receive an offer to lease all or any part of the Protected
      Space from any person or entity other than an Initial Tenant (or their
      affiliates) which Landlord may desire to accept, Landlord shall offer to Tenant
      the right to lease the RFR Space (as defined below) by notifying Tenant in
      writing (the "RFR Notice") of the basic terms of such offer. The RFR Notice
      shall include the base rent, square footage and location of the space (which
      shall include only the Protected Space covered by the offer such described
      space
      being the “RFR Space”), tenant improvement allowance, and term of the offer to
      lease. If the space described in the offer to lease Landlord receives includes
      all or a portion of the Protected Space plus other space in the Project,
      Landlord shall have the RFR Space consist only of the Protected Space or portion
      thereof covered by the offer without the other space. If the space described
      in
      the offer to lease Landlord receives is for only a portion of the Protected
      Space, Landlord shall have the RFR Space consist of only such portion of the
      Protected Space. In addition, if the term described in the offer to lease
      Landlord receives extends beyond the Initial Term of this Lease, Landlord shall
      have the right, in its sole and absolute discretion, to have the RFR Notice
      state that the term for the RFR Space will be co-terminus with the Initial
      Term
      (and in such case Landlord shall have the right to make an appropriate
      adjustment to the base rent, tenant improvement allowance and other terms before
      stating them in the RFR Notice), or to have the RFR Notice state that the term
      for the RFR Space is the longer term.








D3.02   Tenant
      may accept the offer set forth in the RFR Notice by delivering to Landlord
      an
      unconditional acceptance (hereinafter called the "Tenant Acceptance") of such
      offer within ten (10) days after delivery by Landlord of the RFR Notice to
      Tenant. Tenant shall only have the right to accept the RFR Notice in its
      entirety, not in part, and only on the terms provided in the RFR Notice. If
      Tenant timely delivers the Tenant Acceptance, the RFR Space shall be added
      to
      and included in the Premises on the later to occur of (i) the day that Landlord
      receives the Tenant Acceptance or (ii) the date such RFR Space shall become
      available for Tenant's possession as set forth in the notice and if none is
      set
      forth in the notice, then determined in accordance with Section D5.03
      (hereinafter called the "RFR Space Inclusion Date"). If Tenant does not accept
      the RFR Notice within the ten (10) day period set forth above, Landlord may
      (but
      shall not be obligated to) proceed to lease all or any portion of the RFR Space,
      and Tenant shall no longer have any rights with respect to the RFR Space
      whatsoever, whether all or any portion of such space is leased as described
      in
      the RFR Notice or otherwise at any time, to any person or entity and under
      any
      terms and conditions. Time shall be of the essence with respect to the giving
      of
      the Tenant Acceptance.




D3.03   If
      Tenant
      delivers the Tenant Acceptance, Tenant agrees to accept the RFR Space in
      accordance with the terms of the RFR Notice and, if none are stated, then
      otherwise in its condition and state of repair existing as of the RFR Space
      Inclusion Date and understands and agrees that except as otherwise set forth
      in
      the RFR Notice, Landlord shall not be required to perform any work, supply
      any
      materials or incur any expense to prepare such space for Tenant's occupancy.
      Within thirty (30) days after giving the Tenant Acceptance, Tenant shall execute
      a lease amendment providing for the addition of the RFR Space to the Premises
      and the modification of all lease terms affected by the addition of the RFR
      Space to the Premises. Unless otherwise provided in the RFR Notice, the lease
      amendment shall provide that the RFR Space shall become available for Tenant's
      possession within ninety (90) days after the date of the RFR Notice and such
      date shall be considered the "Scheduled Occupancy Date" described in Section
      2.04 of this Lease and the provisions of Sections 2 and 3 shall apply to the
      Plans for the Tenant Improvements, the construction of the Tenant Improvements,
      the payment for the Tenant Improvements, the delivery of possession of the
      RFR
      Space, the establishment of the RFR Inclusion Date and Commencement Date for
      the
      term for the RFR Space.





D3.04   Tenant
      must accept all RFR Space offered by Landlord at any one time if it desires
      to
      accept any of such RFR Space.





D3.05   Notwithstanding
      the foregoing, Tenant's rights hereunder are subject and subordinate, in each
      and every respect, to any rights of first refusal, options or other rights,
      however designated, of any tenant of the Building under any existing Building
      lease at the time of execution of this Lease.





D3.06   All
      rights under this Section D3 shall terminate upon the expiration of the Initial
      Term of this Lease.





D3.07   Landlord
      shall use its best efforts to comply with the provisions of this Section D3,
      but
      its failure to comply shall not constitute an event of default under this
      Lease.











**D4** **DEFERRED
      RENT** **.**




**D
              4.01**
            **Deferral
                Periods****-**As
                an inducement to rent the Premises, Tenant requests to modify the
                Base
                Rent (as that term is defined in the Lease) due for the periods,
                defined
                in the table below (collectively called the “Deferral Periods”), and
                Landlord is willing to do so**pursuant
                to the terms set forth in Section D4.03 below**.




**Deferral
                Periods********Lease
                Month***
            **Deferral
                Period**6/1/03
                - 6/30/03
            the
                "First Deferral Period"7/1/03
                - 7/31/03
            the
                "Second Deferral Period"8/1/03
                - 8/31/03
            the
                "Third Deferral Period"9/1/03
                - 9/30/03
            the
                "Fourth Deferral Period"10/1/03
                - 10/31/03
            the
                "Fifth Deferral Period"11/1/03
                - 11/30/03
            the
                "Sixth Deferral Period"12/1/03
                - 12/31/03
            the
                "Seventh Deferral Period"1/1/04
                - 1/31/04
            the
                "Eighth Deferral Period"2/1/04
                - 2/29/04
            the
                "Ninth Deferral Period"3/1/04
                - 3/31/04
            the
                "Tenth Deferral Period"4/1/04
                - 4/30/04
            the
                “Eleventh Deferral Period”5/1/04
                - 5/31/04
            the
                “Twelfth Deferral Period”6/1/04
                - 6/30/04
            the
                "Thirteenth Deferral Period"7/1/04
                - 7/31/04
            the
                "Fourteenth Deferral Period"8/1/04
                - 8/31/04
            the
                "Fifteenth Deferral Period"9/1/04
                - 9/30/04
            the
                "Sixteenth Deferral Period"10/1/04
                - 10/31/04
            the
                "Seventeenth Deferral Period"11/1/04
                - 11/30/04
            the
                "Eighteenth Deferral Period"12/1/04
                - 12/31/04
            the
                "Nineteenth Deferral Period"1/1/05
                - 1/31/05
            the
                "Twentieth Deferral Period"2/1/05
                - 2/28/05
            the
                "Twenty-First Deferral Period"3/1/05
                - 3/31/05
            the
                "Twenty-Second Deferral Period"4/1/05
                - 4/30/05
            the
                “Twenty-Third Deferral Period”5/1/05
                - 5/31/05
            the
                “Twenty-Fourth Deferral Period”


T he
      term
“Lease Month”, as used herein, shall be defined to mean a full calendar
      month.




*Predicated
      upon the first Lease Month commencing on **June
      2, 2003** . **If
      the first Lease Month does not commence on June 1, 2003, all Lease Months
      identified as the Deferral Periods shall be adjusted
      accordingly.**







**D
              4.02**
            **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 below, and the balance of the Base Rent will be paid according
                to
                the Lease.




**For
                Deferral Periods**
              
              **(defined
                above)**
            **DEFERRED
                RENT**First
                Deferral Period
            $66,289.33,
                the "First Deferred Rent"Second
                Deferral Period
            $66,289.33,
                the "Second Deferred Rent"Third
                Deferral Period
            $66,289.33,
                the "Third Deferred Rent"Fourth
                Deferral Period
            $66,289.33,
                the "Fourth Deferred Rent"Fifth
                Deferral Period
            $66,289.33,
                the "Fifth Deferred Rent"Sixth
                Deferral Period
            $66,289.33,
                the "Sixth Deferred Rent"Seventh
                Deferral Period
            $66,289.33,
                the "Seventh Deferred Rent"Eighth
                Deferral Period
            $66,289.33,
                the "Eighth Deferred Rent"Ninth
                Deferral Period
            $66,289.33,
                the "Ninth Deferred Rent"Tenth
                Deferral Period
            $66,289.33,
                the "Tenth Deferred Rent"Eleventh
                Deferral Period
            $66,289.33.
                the “Eleventh Deferred Rent”Twelfth
                Deferral Period
            $66,289.33,
                the “Twelfth Deferred Rent”Thirteenth
                Deferral Period
            $33,943.34,
                the " Thirteenth Deferral Rent"Fourteenth
                Deferral Period
            $33,943.34,
                the "Fourteenth Deferral Rent"Fifteenth
                Deferral Period
            $67,886.67,
                the "Fifteenth Deferral Rent"Sixteenth
                Deferral Period
            $33,943.34,
                the "Sixteenth Deferral Rent"Sixteenth
                Deferral Period
            $33,943.34,
                the "Seventeenth Deferral Rent"Eighteenth
                Deferral Period
            $67,886.67,
                the "Eighteenth Deferral Rent"Nineteenth
                Deferral Period
            $33,943.34,
                the "Nineteenth Deferral Rent"Twentieth
                Deferral Period
            $33,943.34,
                the "Twentieth Deferral Rent"Twenty-First
                Deferral Period
            $67,886.67,
                the "Twenty-First Deferral Rent"Twenty-Second
                Deferral Period
            $33,943.34,
                the "Twenty-Second Deferral Rent"Twenty-Third
                Deferral Period
            $33,943.34,
                the “Twenty-Third Deferral Rent”Twenty-Fourth
                Deferral Period
            $33,943.34,
                the “Twenty-Fourth Deferral Rent”







**D
              4.03**
            **Payment
                of the Deferred Rent**.
                The unpaid total of Deferred Rent, for the Deferral Periods, shall
                be
                forgiven by Landlord at the expiration of the Initial Term of this
                Lease,soprovided
                that Tenant has not suffered an uncured monetary Event of Default
                for
                which Landlord has exercisedall
                its remedies under Sections 18.02, 18.03 or 18.04 of the Lease. Upon
                the
                occurrence of an Event of Default under the Lease (subject to any
                cure
                periods provided to Tenant), and pursuant to the provisions set forth
                in
                Section 18 of this Lease, the unpaid Deferred Rent together with
                accrued
                and unpaid interest at prime plus two percent (2%) per annum will
                be due
                in full and shall be payable.




**D
              4.04**
            **Confirmation**.
                Landlord and Tenant confirm that this Section D4, DEFERRED RENT is
                not an
                amendment of the term “Base Rent” as that term is used in the Lease.
                Tenant will pay its share of (“Common Area Expenses” or Operating
                Expenses”) for all other amounts due under the Lease without regard to
                this Section D4.




**D
              4.05**
            **Confidentiality****-**Tenant
                will not record this Section D4 or a memorandum hereof, and will
                not
                otherwise disclose the terms of this Section D4 to anyone other than
                its
                attorneys, accountants or employees who need to know of its contents
                in
                order to perform their duties for Tenant or any party approved in
                writing
                by Landlord.










**D5
      RIGHT TO TERMINATE EARLY.**





D5.01   Provided
      Tenant shall not have an uncured default under any of the terms of this Lease,
      Tenant has merged or consolidated with another company and such merger or
      consolidation requires Tenant to move outside the boundary lines of the State
      of
      Michigan, or
      if
      such merger or consolidation eliminates the need for the Premises **to
      be used as the corporate headquarters and its ancillary
      offices** by
      the resultant entity after such merger or consolidation, Tenant
      shall have the right (the "Tenant Termination Right") to terminate this Lease
      at
      the conclusion of the ninety-sixth
      (96 th )  eighty
      fourth (84 th ) lease
      month (the "Termination Date") of the Initial Term by paying an early
      termination fee of One
      Million Two Hundred Three Thousand Three Hundred Thirty-Six Dollars and 90/100
      ($1,203,336.90) ( the
      "Termination Fee"). In order to exercise the Tenant Termination Right, Tenant
      shall provide written notice to Landlord of its intent to terminate this Lease
      at least one (1) year prior to the Termination Date and pay the Termination
      Fee
      at the time the notice is given. If Tenant does not exercise the Tenant
      Termination Right, fails to provide Landlord with the one (1) year prior written
      notice, or fails to pay the Termination Fee at the time the notice is given,
      this Tenant Termination Right shall automatically terminate. This Tenant
      Termination Right is personal to Tenant and may not be transferred nor assigned
      in any way, except in connection with the above described merger or
      consolidation or to a Related Entity. Notwithstanding the foregoing, this right
      shall apply only to such space leased at the time of the execution of this
      Lease
      and shall not include space related to any Rights of First Refusal, Options,
      or
      other rights, howsoever designated in this Lease, unless Tenant also pays all
      unamortized cost related to such other space.








D5.02   Provided
      Tenant shall not have an uncured default under any of the terms of this Lease,
      in the event Landlord places a “Restricted Name” (as listed below) on the top of
      the Building during the Initial Term of the Lease, Tenant shall have the right
      (the "Restricted Name Termination Right") to terminate this Lease without the
      payment of any termination fee. In order to exercise the Tenant Termination
      Right, Tenant shall provide written notice to Landlord of its intent to
      terminate this Lease within thirty (30) days after the earlier of (i) the
      installation of the Restricted Name or (ii) written notice from Landlord that
      it
      intends to install a Restricted Name on the top of the Building. If Tenant
      does
      not exercise the Restricted Name Termination Right, fails to provide Landlord
      written notice within the thirty (30) day period, or if Landlord shall send
      a
      written notice of revocation of installation of the Restricted Name to tenant
      within ten (10) days after the delivery of the Tenant’s exercise notice and
      thereafter promptly remove the Restricted Name for the top of the Building,
      this
      Restricted Name Termination Right shall automatically terminate. This Restricted
      Name Termination Right is personal to Tenant and may not be transferred nor
      assigned in any way, except in connection with the above described merger or
      consolidation or to a Related Entity. The following are the “Restricted Names”
:





McLeodUSA


Allegiance


XO


TDS
      Metrocom


Choice
      One


Sage
      Telecommunications


SBC
      Ameritech


Focal


Qwest


AT&T


Talk
      America


Bullseye




















**D6
      WORK PERFORMED BY TENANT.**





Tenant
      and Tenant’s agents and contractors may enter the Premises prior to completion
      of the Tenant Improvements in order to make the Premises ready for Tenant’s use
      and occupancy by means of activities including, but not limited to, furniture,
      telephone, and data installation and cabling as applicable. Such entry prior
      to
      completion of the Tenant Improvements is conditioned upon Tenant and Tenant’s
      agents, contractors, workmen, mechanics, suppliers, and invitees working in
      harmony and not interfering with Landlord and Landlord’s contractors in doing
      the Tenant Improvements or with other tenants and occupants of the Building.
      Tenant agrees that any such entry into the Premises shall be deemed to be under
      all of the terms, covenants, conditions, and provisions of the Lease (including,
      without limitation, all insurance agreements), except as to the covenant to
      pay
      Rent thereunder, and further agrees that Landlord shall not be liable in any
      way
      for any injury, loss, or damage which may occur to any items of work constructed
      by Tenant or to other property of Tenant that may be placed in the Premises
      prior to completion of the Tenant Improvements, the same being at Tenant’s sole
      risk. Landlord agrees to cooperate with Tenant and Tenant’s agents and
      contractors. Landlord, or its agent, shall retain physical control of the job
      site.





**D8
      TENANT REVIEW RIGHT.**





Provided
      no Event of Default exists under the Lease, Tenant shall have the right, at
      its
      sole cost and expense, to review Landlord’s records at the Manager’s office
      relating to Real Estate Taxes and Operating Expenses for the Base Year and
      any
      subsequent year solely for the purpose of determining the amounts paid by Tenant
      pursuant to Section 6 of this Lease. However, Tenant may only conduct a review
      (i) upon reasonable notice to Landlord so as to allow Landlord sufficient time
      to compile its records and make them available to Tenant at Manager’s office and
      upon reimbursement to Landlord for its costs and expenses incurred in connection
      with such review; (ii) not more than sixty (60) days after Tenant receives
      the
      Annual Statement of Real Estate Taxes and Operating Expenses for the subject
      year, regardless of whether the year in question is the Base Year or any
      subsequent year; (iii) not more than once during any Lease Year; and (iv) by
      using an internal auditor or an independent certified public accountant
      acceptable to Landlord in all respects which are not working for Tenant on
      a
      contingency fee basis.





**D9
      NON-DISTURBANCE.**





In
      the
      event of subordination of this Lease, the subordination shall be conditioned
      upon the agreement of the mortgagee or lessor that in the event of foreclosure
      or the assertion of any other rights under the mortgage or lease, this Lease
      and
      the rights of Tenant hereunder shall continue in effect and shall not be
      terminated or disturbed so long as Tenant continues to perform and no Event
      of
      Default exists under this Lease. Landlord
      shall use commercially reasonable efforts to obtain a subordination,
      non-disturbance and attornment agreement from its existing lender within thirty
      (30) days after the date hereof.





**D10
      OPTION TERM.**





Provided
      that no default exists under this Lease and provided no default shall have
      existed within a period of one (1) year prior to the notification hereunder
      by
      Tenant, Tenant shall have the right to extend the Initial Term of this Lease
      for two
      (2) terms of five
      (5) Lease
      Years each (individually an "Option Term" and collectively the "Option Terms"),
      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 Initial Term of this Lease. The failure of Tenant to
      exercise its right to extend the Lease for any Option Term shall void all
      subsequent Option Terms. Terms, covenants and conditions applicable to the
      Option T erm
      shall
      be as then promulgated by Landlord, except as hereinafter specifically set
      forth. Except for the granting of this Option Term and except as expressly
      otherwise provided herein this Lease, the rent shall be adjusted as below.
      The
      Initial Term and the Option Terms, if exercised, are sometimes collectively
      referred to hereinafter as the "Term". Base Rent for each Option Term shall
      be
      as follows: the rent for the Option Terms shall be at 90%
      of then
      prevailing market levels for comparable renewal space at the Building but not,
      in any event, less than the Base Rent payable at the end of the then current
      Term.

















Approved
      by Tenant:




**TENANT:**


**LDMI
      TELECOMMUNICATIONS, INC.,**


**** a
      Michigan corporation






By:
      /s/ Michael Mahoney


Printed:
      Michael Mahoney


Its:
      CFO











**EXHIBIT
      E**





**PROTECTED
      SPACE**




















Approved
      by Tenant:




**TENANT:**


**LDMI
      TELECOMMUNICATIONS, INC.,**


**** a
      Michigan corporation










By:
      /s/ Michael Mahoney


Printed:
      Michael Mahoney


Its:CFO