**** Exhibit
      10.61


**LEASE**








THIS
      LEASE, made as of the 31st day of March, 2000, by and between the Landlord
      and Tenant hereinafter defined in Sections 1(a) and 1(c),
      respectively.








**W
      I T N E S S E T H:**





1. Basic
      Lease Provisions .





The
      following sets forth basic data hereinafter referred to in this Lease and,
      where
      appropriate, constitute definitions of the terms hereinafter
      listed:





(a) Landlord : **FCN
      Associates, L.L.C., a Michigan limited liability company.**





(b) Landlord's
      Address :
      26877
      Northwestern Highway, Suite 101, P.O. Box 70, Southfield, Michigan
      48037-0070.





(c) Tenant : **MGC
      Communications, Inc. d/b/a Mpower Communications Corp., a Nevada
      corporation.**





(d) Tenant's
      Address :
      3301
      North Buffalo Drive, Las Vegas, Nevada 89129





(e) Building :
      That
      certain office building known as **300
      Galleria Officentre** located
      in the City of Southfield, County of Oakland and State of Michigan.





(f) Demised
      Premises :
      The
      premises known as **Suite
      100** ,
      located
      on the **first
      floor** of the
      Building, containing approximately **12,079** square
      feet of usable floor area and **13,529** square
      feet of rentable floor area as shown on the floor plan attached hereto as
      Exhibit "A".





(g
      ) Commencement
      Date : **June
      1, 2000 (provided that in the event Tenant shall occupy the switch room area
      prior to June 1, 2002, the Lease shall commence on a pro-rata basis as to the
      switch room area and any ancillary areas used in connection therewith on the
      date Tenant so occupies the switch room area).**





(h) Expiration
      Date :
      The
      last day of the **one
      hundred twentieth (120** **th** **)** complete
      calendar month following the Commencement Date.





(i) Basic
      Rental :




a. For
      the
      period beginning on the **Commencement
      Date** and
      ending on **May
      31, 2001** ,
      Basic
      Rental shall be **$25,930.58** per
      month **($23.00** per
      square foot per annum), provided
      in the event the Lease shall commence as to the switch room area and ancillary
      areas prior to June 1, 2000 pursuant to Section 1(g) above, then the Basic
      Rental payable for the period beginning on the Commencement Date and ending
      on
      May 31, 2000 shall be prorated based upon the total rentable area of the switch
      room area and ancillary areas so occupied ;








b. For
      the
      period beginning on **June
      1, 2001** and
      ending on **May
      31, 2002** ,
      Basic
      Rental shall be **$26,494.29** per
      month ( **$23.50** per
      square foot per annum);




c. For
      the
      period beginning on **June
      1, 2002** and
      ending on **May
      31, 2003** ,
      Basic
      Rental shall be **$27,058.00** per
      month ( **$24.00** per
      square foot per annum);





d. For
      the
      period beginning on **June
      1, 2003** and
      ending on **May
      31, 2004** ,
      Basic
      Rental shall be **$27,621.71** per
      month ( **$24.50** per
      square foot per annum);





e. For
      the
      period beginning on **June
      1, 2004** and
      ending on **May
      31, 2005** ,
      Basic
      Rental shall be **$28,185.42** per
      month ( **$25.00** per
      square foot per annum);





f. For
      the
      period beginning on **June
      1, 2005** and
      ending on **May
      31, 2006** ,
      Basic
      Rental shall be **$28,749.13** per
      month ( **$25.50** per
      square foot per annum);





g. For
      the
      period beginning on **June
      1, 2006** and
      ending on **May
      31, 2007** ,
      Basic
      Rental shall be **$29,312.83** per
      month ( **$26.00** per
      square foot per annum);





h. For
      the
      period beginning on **June
      1, 2007** and
      ending on **May
      31, 2008** ,
      Basic
      Rental shall be **$29,876.54** per
      month ( **$26.50** per
      square foot per annum);





i. For
      the
      period beginning on **June
      1, 2008** and
      ending on **May
      31, 2009** ,
      Basic
      Rental shall be **$30,440.25** per
      month ( **$27.00** per
      square foot per annum); and





j. For
      the
      period beginning on **June
      1, 2009** and
      ending on **May
      31, 2010** ,
      Basic
      Rental shall be **$31,003.96** per
      month ( **$27.50** per
      square foot per annum).





(j) Base
      Expenses :
      Expenses (as defined in Section 14.1(a) hereof) incurred for the **2000** calendar
      year.





(k) Deposit : **$31,003.96** .





(l) Renewal
      Option :
      Two (2)
      five (5)-year options (see Article 29 hereof).





(m) Tenant
      Improvement Allowance . **$90,238.43** ( **$6.67** per
      rentable square foot).





2. Demised
      Premises .





2.1 Landlord,
      in consideration of the rents to be paid and the covenants to be performed
      by
      Tenant, and upon and subject to the terms and provisions herein set forth,
      does
      hereby lease unto Tenant the demised premises described in Section 1(f) hereof
      together with the non-exclusive right and easement to use the exterior and
      interior common and public areas and facilities which may from time-to-time
      be
      furnished by Landlord, including parking areas and decks (other than the
      enclosed parking garage), in common with Landlord and the tenants and occupants
      (their agents, employees, customers and invitees) of the Building and of
      adjacent buildings now or hereafter constructed (such exterior and interior
      common areas and facilities to be hereinafter referred to as the "common
      areas").





2.2 Landlord
      reserves the right (a) to designate certain parking areas for the exclusive
      use
      of designated tenants or for short term parking, (b) to make changes,
      alterations, additions, improvements, repairs or replacements in or to the
      Building (including the demised premises) and the fixtures and equipment thereof
      as well as the interior and exterior common areas, including the construction
      of
      additional buildings and parking decks; (c) to eliminate, substitute and/or
      rearrange the interior and exterior common areas as Landlord deems appropriate
      in its discretion, and (d) to erect, maintain and use pipes, ducts, conduits
      and
      wires in and through the demised premises in locations which will not materially
      interfere with Tenant's use thereof.








2.3
      Landlord hereby grants to Tenant, with no additional payment to Landlord, the
      right, at Tenant's sole cost and expense, and on a non-exclusive basis, to
      install and operate such conduits, fiber optic and other cables and materials
      (the "Connecting Equipment") in the existing shafts, ducts, conduits, chases,
      utility closets and other facilities of the Building, as is necessary or
      desirable to connect Tenant’s equipment in the demised premises to Tenant's
      customers in the Building, to Tenant's communications network and to any local
      telephone company. All work by Tenant pursuant to this Section 2.3 shall be
      performed in accordance with Article 8 hereof. Landlord further grants to Tenant
      a right of access at all times to the areas where such Connecting Equipment
      is
      located for the purpose of maintaining, repairing, testing and replacing the
      same, provided (a) Tenant agrees to comply with Landlord's reasonable rules
      and
      regulations regarding access to the Building during non-business hours, and
      (b)
      Tenant shall not have the right to enter any other tenant space or non-public
      space in the Building other than the demised premises without the prior consent
      of Landlord.




3. Term
      and Construction .





3.1
      The
      term of this Lease shall commence on the Commencement Date (as defined in
      Section 1(g) hereof) and expire on the Expiration Date (as defined in Section
      1(h) hereof), subject to any extensions pursuant to Article 29
      hereof.





3.2
      Tenant shall accept the demised premises in their then "as is" condition as
      of
      the Commencement Date, and Tenant acknowledges that no representations as to
      the
      condition of the demised premises have been made by Landlord or its agents
      (except as expressly set forth in this Lease), and no obligations as to
      renovating, improving or adding to the same have been assumed by Landlord
      (except as expressly set forth in this Lease). Any changes, alterations or
      improvements which Tenant wishes to make to the demised premises shall be made
      at Tenant's sole cost and expense and in accordance with Article 8 and Exhibit
      “C” hereto. Landlord shall use its best efforts to substantially complete the
      Tenant Improvement Work (as defined in Exhibit "C" attached hereto) and obtain
      all governmental approvals required for the occupancy of the demised premises
      within **sixty
      (60)**  **days** following the approval by Tenant of the Tenant Improvement Cost (as defined
      in
      Exhibit "C") subject to any long lead items





4. Basic
      Rental .





Tenant
      shall pay to Landlord as rent for the demised premises the Basic Rental set
      forth in Section 1(i) hereof. The installment of Basic Rental payable with
      respect to the **first** month of
      the term hereof shall be payable upon the execution of this Lease, and
      thereafter the Basic Rental shall be paid, in advance, upon the first day of
      each and every successive calendar month after the **first** month
      throughout the term of this Lease; provided, however, that if the Commencement
      Date is other than the first day of a calendar month or the Expiration Date
      is
      other than the last day of a calendar month, then the rental for such first
      or
      last fractional month shall be such portion of the monthly rental then in effect
      as the number of days in such fractional month bears to the total number of
      days
      in the calendar month.





5. Use
      and Occupancy .





The
      demised premises shall be used and occupied for office use and for the operation
      of a telecommunications facility and purposes incidental thereto and for no
      other purposes without the written consent of Landlord. Tenant shall comply
      with
      all requirements of the insurance policies, the American Insurance Association
      and the National Fire Protection Association relating to the demised premises
      and the Building, and Tenant shall not use the demised premises in any manner
      which will in any way increase the existing rate of, or otherwise affect, any
      fire or other insurance upon the demised premises or the Building, or adversely
      affect or interfere with any services required to be furnished by Landlord
      to
      Tenant or to any other tenants or occupants of the Building or with the proper
      and economical rendition of any such service. Tenant shall not use the demised
      premises for any purpose in violation of any law, municipal ordinance, or
      regulation, nor shall Tenant perform any acts or carry on any practices which
      may injure or cause waste in or about the demised premises or the Building
      or be
      a nuisance, disturbance or menace to the other tenants of the Building. Tenant
      shall not use, store or place in or upon the demised premises any toxic or
      hazardous substances or materials. Tenant shall comply with any occupancy
      certificate or directive issued pursuant to any law by any public officer as
      well as the provisions of all recorded documents affecting the demised premises,
      insofar as they relate to the condition, use or occupancy of the demised
      premises. If any use of the demised premises shall cause the rate of insurance
      on the Building to be increased, Tenant shall pay the amount of any such
      increase.








6. Utilities
      and Services .





6.1
      Landlord will arrange for the furnishing of electricity to the demised premises,
      and Tenant shall pay for such electricity at the applicable secondary rates
      dictated by Detroit Edison. Such charge to Tenant for electricity shall be
      payable, as additional rent, in monthly installments payable within thirty
      (30)
      days following receipt of an invoice from Landlord.





6.2
      Landlord shall furnish the demised premises with (a) heat, ventilation and
      air
      conditioning to the extent required for the occupancy of the demised premises
      to
      standards of comfort, and during such hours, as reasonably determined by
      Landlord for the Building (which hours, until Landlord shall otherwise
      designate, shall be from 7:00 a.m. to 7:00 p.m. on weekdays and from 8:00 a.m.
      to 3:00 p.m. on Saturdays; in each case except holidays), or as may be
      prescribed by any applicable policies or regulations adopted by any utility
      or
      governmental agency, provided Landlord shall not be required to provide
      supplemental ventilation and air conditioning to the demised premises required
      by reason of heat generating equipment or lighting other than building standard
      lights, or if the demised premises shall be occupied by a number of persons
      in
      excess of the design criteria of the air conditioning system, or to accommodate
      any other extraordinary ventilation or air conditioning requirements of Tenant,
      and (b) elevator service. **It
      is understood and agreed that the Basic Rental does not include janitorial
      services in the demised premises. In the event Tenant desires to receive
      janitorial services in any portion of the demised premises, Tenant shall pay
      the
      cost of such services.** In
      addition, Landlord shall replace all burned out fluorescent (only) tubes,
      ballasts and starters.





Landlord
      shall not be in default hereunder or be liable for any damages directly or
      indirectly resulting from, nor shall the rental herein reserved be abated or
      an
      actual or constructive eviction or partial eviction be deemed to have occurred
      by reason of: (1) the installation, use or interruption of use, of any equipment
      in connection with the furnishing of any of the foregoing services, (2) failure
      to furnish or delay in furnishing any such services when such failure or delay
      is caused by accident or any condition beyond the reasonable control of Landlord
      or by the making of necessary repairs or improvements to the demised premises
      or
      to the Building, or (3) any limitation, curtailment, rationing or restriction
      on
      use of water, electricity, steam, gas or any other form of energy serving the
      demised premises or the Building. Landlord shall use reasonable efforts
      diligently to remedy any interruption in the furnishing of such
      services.





Notwithstanding
      the preceding paragraph, in the event that Tenant is prevented from using,
      and
      does not use, the demised premises or any portion thereof, for more than five
      (5) consecutive business days as a result of any failure of Landlord to provide
      services to the demised premises as a result of the negligence or willful act
      of
      Landlord, its agents, contractors or employees, then Tenant's Basic Rental
      and
      additional rent shall be abated or reduced, as the case may be, after expiration
      of the 5-day period for such time that Tenant continues to be so prevented
      from
      using the demised premises or a portion thereof, in the proportion that the
      rentable area of the portion of the demised premises that Tenant is prevented
      from using, and does not use, bears to the total rentable area of the demised
      premises.





6.3
      Tenant shall pay, as additional rent, the cost of providing (i) all heating,
      ventilating and air conditioning, including all related utility costs, to the
      demised premises in excess of that required to be provided by Landlord pursuant
      to Section 6.2 hereof, provided Landlord shall have no obligation to provide
      heating, ventilating or air conditioning to the extent same cannot be provided
      utilizing the existing equipment servicing the Building, (ii) janitorial service
      in excess of the service required to be provided by Landlord pursuant to Section
      6.2 hereof, and (iii) any other special service required by reason of Tenant's
      use of the demised premises during other than normal business hours or for
      other
      than normal office purposes. Tenant shall notify Landlord in writing at least
      forty-eight (48) hours prior to the time it requires heating, ventilating and
      air conditioning during periods the same are not otherwise furnished by Landlord
      pursuant to Section 6.2 hereof.








7. Repairs .





7.1
      Landlord shall maintain (i) the common areas, including any lobbies, stairs,
      elevators, corridors and restrooms, (ii) the windows and exterior walls, roofs,
      foundations and structure of the Building, and (iii) the mechanical, plumbing
      and electrical equipment servicing the Building, in good order and condition
      as
      reasonably determined by Landlord. Notwithstanding the foregoing, Tenant shall
      pay the cost of any repairs occasioned by the act, neglect or default of Tenant,
      its agents, employees, invitees and contractors.





7.2 Subject
      to the provisions of Section 7.1 hereof, Tenant shall keep the demised premises
      and every part thereof (including any special equipment installed in the demised
      premises such as supplemental HVAC equipment, transformers, plumbing, and fire
      extinguishers, and any other alterations, additions or improvements, whether
      installed by Landlord or Tenant) in good condition and repair. All repairs
      made
      by or on behalf of Tenant shall be made and performed in such manner as Landlord
      may designate, by contractors or mechanics approved by Landlord and in
      accordance with the rules and regulations relating thereto annexed to this
      Lease
      as Exhibit "B" and all applicable laws, codes and regulations. Subject to the
      provisions of Article 8 hereof regarding the obligation to restore improvements,
      Tenant shall, at the end of the term hereof, surrender to Landlord the demised
      premises in the same condition as when received, except for ordinary wear and
      tear, repairs required to be made by Landlord, and damage by fire, earthquake,
      act of God or the elements. Landlord has no obligation, and has made no promise,
      to alter, remodel, improve, repair, decorate or paint the demised premises
      or
      any part thereof and no representations respecting the condition of the demised
      premises or the Building have been made by Landlord to Tenant except as
      expressly set forth herein.





7.3
      In
      the event that Landlord shall deem it necessary or be required by any
      governmental authority to repair, alter, remove, reconstruct or improve any
      part
      of the demised premises or of the Building, then the same shall be made by
      Landlord with reasonable dispatch (unless the same shall result from Tenant's
      act, neglect, default or mode of operation, in which event Tenant shall make
      all
      such repairs, alterations and improvements or, at Landlord's option, Landlord
      shall make such repairs, alterations and improvements and shall be promptly
      reimbursed by Tenant for the cost incurred by Landlord in so doing), and should
      the making of such repairs, alterations or improvements cause any interference
      with Tenant's use of the demised premises, such interference shall not relieve
      Tenant from the performance of its obligations hereunder nor shall such
      interference be deemed an actual or constructive eviction or partial eviction
      or
      result in an abatement of rental. Notwithstanding the preceding sentence, in
      the
      event that Tenant is prevented from using, and does not use, the demised
      premises or any portion thereof, for more than five (5) consecutive business
      days as a result of Landlord's performance of such work, then Tenant's Basic
      Rental and additional rent shall be abated or reduced, as the case may be,
      after
      expiration of the 5-day period for such time that Tenant continues to be so
      prevented from using the demised premises or a portion thereof, in the
      proportion that the rentable area of the portion of the demised premises that
      Tenant is prevented from using, and does not use, bears to the total rentable
      area of the demised premises.








8.  Alterations .





Tenant
      shall not make any alterations, additions or improvements to the demised
      premises (whether or not the same may be structural in nature) or attach any
      fixtures or equipment thereto without Landlord's prior written consent, which
      consent shall not be unreasonably withheld. All such alterations, additions
      or
      improvements shall be performed by contractors or mechanics approved by Landlord
      (which approval shall not be unreasonably withheld) and in accordance with
      the
      rules and regulations annexed hereto as Exhibit "B" and all applicable laws,
      codes and regulations. Tenant shall furnish Landlord with such sworn statements
      and waivers of lien as Landlord shall request in connection with such work
      and
      shall comply with such other reasonable safeguards and controls as Landlord
      shall require. Any such alterations, additions or improvements made by either
      party hereto to the demised premises shall become the property of Landlord
      upon
      their installation or completion and shall remain upon, and be surrendered
      with,
      the demised premises at the expiration or termination of this Lease (except
      that
      Tenant shall have the right to remove any trade equipment, emergency generator
      and/or supplemental HVAC equipment installed by Tenant at Tenant’s cost and
      expense, provided (i) Tenant shall repair any damage caused by such removal,
      and
      (ii) in the event Tenant desires to remove supplemental HVAC equipment servicing
      a particular area, Tenant shall restore the base building system in such area,
      including ductwork, diffusers and VAV boxes, to the extent such improvements
      existed as of the date hereof). Notwithstanding the foregoing, (i) Landlord
      may
      require Tenant to remove any additions made by Tenant to the demised premises
      after the completion of the Tenant Improvements (as defined in Exhibit “C”) and
      to repair any damage caused by such removal (so long as Landlord shall have
      indicated that such removal and restoration may be required at the time Landlord
      consented to such addition), and (ii) if Tenant has not removed its property
      and
      equipment within ten (10) days after the expiration or termination of this
      Lease, Landlord may elect to retain the same as abandoned property.





9. Insurance
      and Indemnification .





9.1 Landlord
      shall provide and keep in force, or cause to be provided or kept in force,
      during the term hereof: (a) commercial general liability insurance with respect
      to Landlord's operation of the Building and the common areas for bodily injury
      or death and damage to property of others; (b) fire insurance (including
      standard extended coverage endorsement perils and leakage from fire protection
      devices) in respect of the Building and the common areas, excluding Tenant's
      trade fixtures, equipment, personal property and leasehold improvements; and
      (c)
      loss of rental income insurance; together with such other insurance as Landlord,
      in its sole discretion, elects to obtain. Insurance provided by Landlord shall
      have such limits of liability, deductibles and exclusions, and shall otherwise
      be on such terms and conditions as Landlord shall from time to time determine
      reasonable and sufficient. Tenant acknowledges that Landlord's loss of rental
      income insurance may provide that (i) payments thereunder by the insurer will
      be
      limited to a period of twelve (12) months following the date of any destruction
      and damage, and (ii) no insurance proceeds will be payable thereunder in the
      case of destruction or damage caused by any occurrence other than fire and
      other
      risks included in the standard extended coverage endorsement perils of a fire
      insurance policy.





9.2
      Tenant shall indemnify and hold Landlord harmless from any damage to any
      property or injury to or death of any person occurring in, upon or about the
      demised premises, unless caused by the negligence or willful act of Landlord,
      its agents or employees. The foregoing indemnity obligation of Tenant shall
      include reasonable attorney's fees, investigation costs and all other costs
      and
      expenses incurred from the first notice that any claim or demand is to be made
      or may be made. The provisions of this Section 9.2 shall survive the termination
      of this Lease with respect to any damage, injury or death occurring prior to
      such termination.





9.3 Tenant
      shall procure and keep in effect commercial general liability insurance,
      including property damage and contractual liability, on an occurrence basis
      with
      bodily injury and property damage combined single limits of liability of not
      less than Two Million Dollars ($2,000,000) per occurrence, insuring Landlord
      and
      Tenant against any liability arising out of the ownership, use, occupancy or
      maintenance of the demised premises and all areas appurtenant thereto. From
      time
      to time, Tenant shall increase the limits of such policies to such higher limits
      as Landlord shall reasonably require.





9.4 Tenant
      shall procure and keep in effect fire insurance (including standard extended
      coverage endorsement perils and leakage from fire protection devices) for the
      full replacement cost of Tenant's trade fixtures, equipment, personal property
      and any leasehold improvements installed by Tenant.





9.5 Tenant
      shall deliver policies of the insurance required pursuant to Sections 9.3 and
      9.4 hereof or certificates thereof to Landlord on or before the Commencement
      Date, and thereafter at least thirty (30) days before the expiration dates
      of
      the then current policies. Such insurance shall name Landlord as an additional
      insured, shall specifically include the liability assumed hereunder by Tenant,
      and shall provide that it is primary insurance and not excess over, or
      contributory with, any other valid, existing and applicable insurance in force
      for or on behalf of Landlord, and shall provide that Landlord shall receive
      thirty (30) days notice from the insurer prior to any cancellation or change
      of
      coverage.








10. Assignment
      and Subletting .





10.1
      Except as expressly permitted pursuant to this Article 10, Tenant shall not,
      without the prior written consent of Landlord, which consent shall not be
      unreasonably withheld, assign, transfer, hypothecate, or mortgage this Lease
      or
      any interest herein or sublet the demised premises or any part thereof, or
      permit the use of the demised premises by any party other than Tenant. Any
      assignment, transfer (including transfers by operation of law or otherwise),
      hypothecation, mortgage, or subletting without such written consent shall give
      Landlord the right to terminate this Lease and to re-enter and repossess the
      demised premises, but Landlord's right to damages shall survive. No consent
      by
      Landlord to any assignment, transfer, hypothecation, mortgage or subletting
      on
      any one occasion shall be deemed a consent to any subsequent assignment,
      transfer, hypothecation, mortgage or subletting by Tenant or by any successors,
      assigns, transferees, mortgagees or sublessees of Tenant. The acceptance of
      rental by Landlord from any other person shall not be deemed a waiver by
      Landlord of any provision hereof. In the event of any such assignment, transfer,
      hypothecation, mortgage or subletting (including pursuant to Section 10.3
      hereof), Tenant shall remain fully and primarily liable to perform all of the
      obligations of Tenant under this Lease and in the event of a default hereunder,
      Landlord may proceed directly against Tenant without the necessity of exhausting
      remedies against such assignee or successor.





10.2
      If
      at any time or from time to time during the term of this Lease, Tenant desires
      to sublet all or any part of the demised premises or to assign this Lease,
      Tenant shall give notice to Landlord ("Tenant's Subletting Notice") setting
      forth the proposed subtenant or assignee and the terms of the proposed
      subletting or assignment. Landlord shall have the option, exercisable by notice
      given to Tenant within twenty (20) days after Tenant's Subletting Notice is
      received, (a) to consent or refuse to consent thereto, (b) if Tenant's request
      relates to a subletting, to terminate this Lease as to the portion of the
      demised premises to be sublet, or (c) if Tenant's request relates to an
      assignment, to terminate this Lease. In the event Landlord shall consent to
      the
      proposed subletting or assignment, Tenant shall be free for a period of one
      hundred eighty (180) days thereafter to sublet such space or to assign this
      Lease, provided that the subtenant or assignee and the terms of the sublease
      or
      assignment shall be as set forth in Tenant's Subletting Notice.





In
      the
      event Tenant shall so sublet a portion of the demised premises or assign this
      Lease, fifty percent (50%) of all of the sums or other economic consideration
      received by Tenant as a result of such subletting or assignment, whether
      denominated rentals or otherwise under the sublease or assignment, 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
      demised premises subject to such sublease for the period of time covered by
      such
      sublease and after deducting therefrom the costs incurred by Tenant in
      connection with such sublease or assignment, such as brokerage commissions
      and
      tenant improvement costs) shall be payable to Landlord as additional rental
      under this Lease without affecting or reducing any other obligation of Tenant
      hereunder.





10.3
      Notwithstanding the provisions of Sections 10.1 and 10.2 hereof, (i) Tenant
      may
      assign this Lease or sublet the demised premises or any portion thereof, without
      Landlord's consent and without extending any option to Landlord, to any entity
      which controls, is controlled by or is under common control with Tenant,
      provided that said assignee assumes, in full, the obligations of Tenant under
      this Lease, and (ii) Tenant shall have the right to enter into co-location
      and
      similar agreements, without Landlord’s consent and without extending any option
      to Landlord, with certain suppliers, licensees and customers of Tenant to permit
      such parties to install certain communications equipment in the demised premises
      in order to interconnect with Tenant’s equipment or to permit Tenant to manage
      or operate such parties’ equipment, or as may be required pursuant to applicable
      law.





10.4
      Notwithstanding anything to the contrary contained herein, Tenant shall not
      have
      the right to assign this Lease or sublet any portion of the demised premises
      (including pursuant to Section 10.3 hereof) (i) for any medical or dental use,
      (ii) to any governmental or quasi-governmental agency, (iii) for any use which
      will generate substantially more pedestrian or automobile traffic than that
      generated by Tenant, (iv) in violation of any recorded restrictions applicable
      to the Building, (v) in violation of any provisions of any leases covering
      the
      Building or adjacent buildings, nor (vi) for any use which is incompatible
      with
      the operation of a first-class office building.








11. Damage
      or Destruction .





11.1
      In
      the event the demised premises or any portion of the Building necessary for
      Tenant's use of the demised premises are damaged or destroyed in whole or in
      part during the term hereof by fire or other casualty insured against by
      Landlord's fire and extended coverage insurance policy covering the Building,
      Landlord shall, at its own cost and expense, repair and restore the same to
      tenantable condition with reasonable dispatch, and during such time as any
      portion of the demised premises is unusable by reason of such damage, the rent
      herein provided shall abate in such proportion as that part of the demised
      premises so rendered unusable bears to the entire demised premises.





11.2
      Notwithstanding the provisions of Section 11.1 hereof, if, in the reasonable
      opinion of Landlord, (i) the demised premises cannot be restored to tenantable
      condition within a period of one hundred twenty (120) days following the
      commencement of such restoration work, and/or (ii) the cost of performing such
      restoration work exceeds the proceeds of such insurance by more than One Hundred
      Thousand Dollars ($100,000), then Landlord shall not be required to make any
      repairs and Landlord shall have the right to terminate this Lease upon written
      notice to Tenant within sixty (60) days after the date of such fire or other
      casualty, in which event (i) this Lease shall terminate ninety (90) days
      following Tenant’s receipt of such notice and Landlord and Tenant shall be
      released from any and all liability thereafter accruing hereunder, and (ii)
      Tenant shall remove any equipment or personal property from the demised premises
      within ninety (90) days following receipt of such notice.





11.3
      If
      the demised premises are to be repaired under this Article 11, Landlord shall
      repair any injury or damage to the Building itself and the leasehold
      improvements in the demised premises to be constructed or installed by Landlord,
      excluding leasehold improvements in excess of building standard. Tenant shall
      perform, and pay the cost of, repairing any other improvements in the demised
      premises and shall be responsible for carrying such casualty insurance as it
      deems appropriate with respect to such other improvements. Tenant shall, at
      its
      own cost and expense, remove such of its furniture and other belongings from
      the
      demised premises as Landlord shall require in order to repair and restore the
      demised premises.





11.4
      Landlord and Tenant do hereby waive and release each other of and from any
      and
      all rights of recovery, claims, actions or causes of action, against each other,
      their agents, officers and employees, for any loss or damage that may occur
      (including, without limitation, loss or damage to the demised premises, the
      Building, leasehold improvements, personal property, furniture and fixtures)
      by
      reason of fire, the elements or any other cause which could be insured against
      under the terms of standard fire and extended coverage insurance policies,
      regardless of cause or origin. Landlord and Tenant shall each obtain from their
      respective insurers under all policies of fire insurance maintained by either
      of
      them a waiver of all rights of subrogation which the insurer of one party might
      have against the other party consistent with the foregoing waiver, and Landlord
      and Tenant shall each indemnify the other against any loss or expense, including
      reasonable attorneys' fees, resulting from the failure to obtain such waiver
      from their respective insurers.





12. Eminent
      Domain .





If
      all or
      any substantial part of the demised premises shall be taken by any public
      authority under the power of eminent domain, then this Lease shall terminate
      as
      to the part so taken as of the date possession of that part shall be taken,
      and
      Landlord and Tenant shall each have the right to terminate this Lease upon
      written notice to the other, which notice shall be delivered within thirty
      (30)
      days following the date notice is received of such taking. In the event that
      neither party hereto shall terminate this Lease, Landlord shall, to the extent
      the proceeds of the condemnation award are available (other than any proceeds
      awarded for the value of any land taken), make all necessary repairs to the
      demised premises and the Building to render and restore the same to a complete
      architectural unit and Tenant shall continue in possession of the portion of
      the
      demised premises not taken under the power of eminent domain, under the same
      terms and conditions as are herein provided, except that the rent reserved
      herein shall be reduced in direct proportion to the amount of the demised
      premises so taken. All damages awarded for such taking shall belong to and
      be
      the property of Landlord, whether such damages be awarded as compensation for
      diminution in value of the leasehold or to the fee of the demised premises;
      provided, however, Landlord shall not be entitled to any portion of the award
      made separately to Tenant for removal and reinstallation of trade fixtures,
      loss
      of business, or moving expenses, provided such award to Tenant does not reduce
      the award otherwise payable to Landlord.








13. Rules
      and Regulations .





Tenant
      shall faithfully observe and comply with the rules and regulations set forth
      on
      Exhibit "B" annexed hereto and thereby made a part hereof, together with such
      other reasonable rules and regulations as Landlord shall promulgate from time
      to
      time which are of uniform applicability to all tenants of the Building and
      of
      which Tenant shall have received notice. Landlord shall not be responsible
      to
      Tenant for the noncompliance by any other tenant or occupant of the Building
      with any such rules and regulations.





14. Expenses
      and Taxes .





14.1
      The
      following terms shall have the following meanings:





(a) The
      term
      "Expenses" shall mean the actual cost incurred by Landlord with respect to
      the
      operation, maintenance, repair, replacement and administration of the Building
      and the common areas, including, without limitation, (i) the costs incurred
      for
      air conditioning, mechanical ventilation, and heating of the Building and the
      common areas; cleaning ( **including
      janitorial services,**  **but
      excluding janitorial services within premises leased to
      tenants** );
      rubbish removal; snow removal; general landscaping and maintenance; window
      washing; elevators; escalators; porters and matron services; electric current;
      management fees; protection and security services; repairs, replacement, and
      maintenance; insurance; supplies; wages, salaries and employee benefits
      respecting service and maintenance employees and management staff; uniforms
      and
      working clothes for such employees and the cleaning thereof; expenses imposed
      pursuant to any collective bargaining agreement with respect to such employees;
      payroll, social security, unemployment and other similar taxes with respect
      to
      such employees and staff; sales, use and other similar taxes; Landlord's
      Michigan Single Business Tax; water rates and sewer charges and personal
      property taxes; depreciation of movable equipment and personal property which
      is, or should be, capitalized on the books of Landlord, and the cost of movable
      equipment and personal property which need not be so capitalized, as well as
      the
      cost of maintaining all such movable equipment and personal property; and any
      other costs, charges and expenses which, under generally accepted accounting
      principles and practices, would be regarded as maintenance and operating
      expenses, (ii) the cost of any capital improvements made to the Building or
      the
      common areas by Landlord after the Commencement Date that are intended to reduce
      other Expenses, or made to the Building or the common areas by Landlord after
      the date of this Lease that are required under any governmental law or
      regulation which was not applicable to the Building and the common areas as
      of
      the Commencement Date, such cost to be amortized over such reasonable period
      as
      Landlord shall determine, together with interest on the unamortized balance
      at
      the rate set forth in Section 14.4 hereof, and (iii) Taxes (as defined in
      Section 14.1(b) hereof).




Expenses
      shall not include
      depreciation on the Building or the common areas other than as set forth above;
      costs of services or repairs, replacements and maintenance which are paid for
      by
      proceeds of insurance, by other tenants (in a manner other than as provided
      in
      this Article 14), or third parties; tenant improvements; real estate brokerage
      commissions; interest; and capital items other than replacements and those
      referred to in clause (ii) above. Those Expenses for a given calendar year
      which
      vary with the occupancy of the Building, shall be adjusted in accordance with
      Landlord's reasonable estimate of what Expenses for such calendar year would
      have been had the total Building been occupied and had the total Building been
      furnished all services for the entire such calendar year. In the event any
      common areas service more than one building in the **Galleria
      Officentre** complex,
      the Expenses relating to such common areas shall be allocated among the
      buildings served thereby in a fair and equitable manner.





(b) The
      term
      "Taxes" shall mean the amount of all ad valorem real property taxes and
      assessments, special or otherwise, levied upon, or with respect to, the Building
      and the common areas, or the rent and additional charges payable hereunder,
      imposed by any taxing authority having jurisdiction. Taxes shall also include
      all taxes, levies and charges which may be assessed, levied or imposed in
      replacement of, or in addition to, all or any part of ad valorem real property
      taxes as revenue sources and which in whole or in part are measured or
      calculated by or based upon the Building, the freehold and/or leasehold estate
      of Landlord or Tenant, or the rent and other charges payable hereunder. Taxes
      shall include any expenses incurred by Landlord in determining or attempting
      to
      obtain a reduction of Taxes. Taxes shall be allocated to the calendar year
      in
      which same first become due.





(c) The
      term
      "Base Expenses" shall mean Expenses incurred for the **2000** calendar
      year.





(d) The
      term
      "Additional Expenses" for any given calendar year shall mean the amount, if
      any,
      by which the Expenses incurred by Landlord in such calendar year shall exceed
      Base Expenses.





(e) The
      term
      "Tenant's Share" shall mean the percentage arrived at by dividing the total
      square footage of rentable floor area in the demised premises by the total
      square footage of rentable floor area in the Building (including the demised
      premises). In the event the Building shall be increased or decreased during
      the
      term hereof, Tenant's Share shall be adjusted accordingly.








14.2
      Tenant shall pay to Landlord, as additional rental, Tenant's Share of Additional
      Expenses in the manner and at the times herein provided.





Prior
      to
      the beginning of each calendar year, or as soon thereafter as practicable,
      Landlord shall give Tenant notice of Landlord's estimate of Tenant's Share
      of
      Additional Expenses for the ensuing calendar year. On or before the first day
      of
      each month during the ensuing calendar year, together with the payments of
      Basic
      Rental, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated
      amount, provided that until such notice is given, Tenant shall continue to
      pay
      the amount currently payable pursuant hereto. Landlord, at its option, may
      elect
      to request quarterly or semi-annual estimated payments by Tenant in lieu of
      monthly estimated payments.





Within
      one hundred eighty (180) days after the close of each calendar year, or as
      soon
      after such one hundred eighty (180) day period as practicable, Landlord shall
      deliver to Tenant a statement prepared by Landlord of Tenant's Share of
      Additional Expenses. If on the basis of such statement, Tenant owes an amount
      which is less than the estimated payments for such calendar year previously
      made
      by Tenant, Landlord shall credit such excess amount against the next payment(s)
      due from Tenant to Landlord of Additional Expenses. If on the basis of such
      statement, Tenant owes an amount which is more than the estimated payments
      for
      such calendar year with respect to Additional Expenses previously made by
      Tenant, Tenant shall pay the deficiency to Landlord within fifteen (15) days
      after delivery of such statement.





If
      the
      Commencement Date shall be other than the first day of a calendar year or the
      Expiration Date shall be other than the last day of a calendar year, Tenant's
      Share of Additional Expenses which is applicable to the calendar year in which
      such commencement or termination shall occur shall be prorated on the basis
      of
      the number of calendar days within such year as are within the term
      hereof.





14.3
      In
      addition to the monthly rental and other charges to be paid by Tenant hereunder,
      Tenant shall pay (or reimburse Landlord if paid by Landlord) for any and all
      taxes (other than net income taxes and taxes included within Taxes) whether
      or
      not now customary or within the contemplation of the parties hereto upon,
      measured by or reasonably attributable to the cost or value of Tenant's
      equipment, furniture, fixtures and other personal property located in the
      demised premises or by the cost or value of any leasehold improvements made
      in
      or to the demised premises by or for Tenant (other than the Tenant Improvements)
      regardless of whether title to such improvements shall be in Tenant or Landlord.
      Tenant shall have the right to contest the amount of any taxes assessed upon
      the
      equipment, furniture, fixtures and personal property in the demised premises,
      provided Tenant first pays the amount assessed in a timely manner.





14.4
      Except as above provided, all rental and additional rental shall be paid to
      Landlord without notice or demand and without deduction or offset, in lawful
      money of the United States of America at Landlord's address for notices
      hereunder or to such other person or at such other place as Landlord may from
      time to time designate in writing. All amounts payable by Tenant to Landlord
      hereunder, if not paid within ten (10) days following the date payment is due,
      shall bear interest from the due date until paid at a rate equal to two percent
      (2%) in excess of the then current "prime rate" of Michigan National Bank (or
      one (1) of the other five (5) largest banks in the metropolitan Detroit area),
      but not in excess of the highest rate permitted by applicable law. If no such
      prime rate is announced by Michigan National Bank (or any of such five (5)
      largest banks), the prime rate shall be deemed to be twelve percent (12%).
      Any
      and all money and charges required to be paid by Tenant pursuant to the terms
      of
      this Lease shall be paid as additional rental whether or not the same may be
      designated "additional rental" herein.








15. Quiet
      Enjoyment .





Landlord
      warrants that Tenant, upon paying the rental and other charges due hereunder
      and
      performing all of Tenant's obligations under this Lease, shall peacefully and
      quietly hold, occupy and enjoy the demised premises throughout the term hereof,
      without molestation or hindrance by any person holding under or through
      Landlord, subject, however, to the provisions of this Lease and to any mortgages
      or ground or underlying leases referred to in Article 16 hereof. Any diminution
      or shutting off of light, air or view by any structure which may be erected
      on
      lands adjacent to the Building shall in no way affect this Lease or impose
      any
      liability on Landlord.





16. Subordination .





16.1
      This
      Lease is and shall be subject and subordinate, at all times, to the lien of
      any
      mortgage or mortgages which may now or hereafter be placed upon the demised
      premises, the Building or the land, and to all advances made or hereafter to
      be
      made upon the security thereof and to the interest thereon, and to any
      agreements at any time made modifying, supplementing, extending or replacing
      any
      such mortgages. At the option of a purchaser at a foreclosure sale, this Lease
      shall remain in full force and effect after, and not be extinguished by, the
      foreclosure of any such mortgage, and Tenant shall attorn to the purchaser
      at
      the foreclosure sale under all of the terms, conditions and covenants of this
      Lease for the balance of the term hereof, provided if this Lease is deemed
      terminated and extinguished by such a foreclosure, at the option of a purchaser
      at a foreclosure sale, Tenant shall enter into a new lease with the purchaser
      at
      the foreclosure sale upon the same terms and conditions as this Lease, except
      that the term of the new lease shall be equal to what would have been the
      balance of the term of this Lease had it not been terminated. Notwithstanding
      the foregoing, at the request of the holder of any of the aforesaid mortgage
      or
      mortgages, this Lease may be made prior and superior to such mortgage or
      mortgages.





16.2
      At
      the request of Landlord or any mortgagee of the Building, Tenant shall execute
      and deliver such further instruments as may be reasonably required to implement
      the provisions of this Article 16.




17. Nonliability
      of Landlord .





17.1
      Landlord shall not be responsible or liable to Tenant for any loss or damage
      that may be occasioned by or through the acts or omissions of persons occupying
      adjoining premises or any part of the area adjacent to, or connected with,
      the
      demised premises or any part of the Building, or for any loss or damage
      resulting to Tenant or its property from theft or a failure of the security
      systems in the Building, or from burst, stopped or leaking water, gas, sewer
      or
      steam pipes, or for any damage or loss of property within the demised premises
      from any cause whatsoever; and no such occurrence shall be deemed to be an
      actual or constructive eviction from the demised premises or result in an
      abatement of rental unless caused by the gross negligence or willful act of
      Landlord, its agents or employees.





17.2
      In
      the event of any sale or transfer (including any transfer by operation of law)
      of the demised premises, Landlord (and any subsequent owner of the demised
      premises making such a transfer) shall be relieved from any and all obligations
      and liabilities under this Lease except such obligations and liabilities as
      shall have arisen during Landlord's (or such subsequent owner's) respective
      period of ownership, provided that the transferee assumes in writing all of
      the
      obligations of Landlord under this Lease which arise subsequent to the transfer.
      Tenant shall attorn to such new owner.





17.3
      If
      Landlord shall fail to perform any covenant, term or condition of this Lease
      upon Landlord's part to be performed, and if as a consequence of such default,
      Tenant shall recover a money judgment against Landlord, such judgment shall
      be
      satisfied only against the right, title and interest of Landlord in the Building
      and out of rents or other income from the Building receivable by Landlord,
      or
      out of the consideration received by Landlord from the sale or other disposition
      of all or any part of Landlord's right, title and interest in the Building,
      and
      neither Landlord nor any of the members of the entity comprising the Landlord
      herein or the partners thereof, nor anyone claiming by, through or under
      Landlord, shall be liable for any deficiency. Notwithstanding anything to the
      contrary contained in the Lease, Tenant agrees, on its behalf and on behalf
      of
      its successors and assigns, that any liability of Landlord with respect to
      the
      Lease shall never exceed the amount of $5,000,000, and Tenant shall not be
      entitled to any judgment in excess of such amount.





18. Waiver .





One
      or
      more waivers of any covenant, condition or provision herein contained by
      Landlord shall not be construed as a waiver of a subsequent breach of the same
      or any other covenant, condition or provision herein contained; and the consent
      or approval by Landlord to or of any act by Tenant requiring Landlord's consent
      or approval shall not be deemed to waive or render unnecessary Landlord's
      consent or approval to or of any subsequent similar act by Tenant. If Landlord
      commences any summary or other proceeding for nonpayment of rent or the recovery
      of possession of the demised premises, Tenant shall not interpose any
      counterclaim of whatever nature or description in any such proceeding, unless
      the failure to raise the same would constitute a waiver thereof. To the extent
      permitted by law, Landlord and Tenant hereby waive trial by jury in any action,
      proceeding or counterclaim brought by either against the other on any matter
      whatsoever arising out of, or in any way connected with, this
      Lease.








19. Bankruptcy .





19.1
      In
      the event (a) Tenant shall make a general assignment for the benefit of
      creditors, or shall admit in writing its inability to pay its debts as they
      become due or shall file a petition in bankruptcy, or shall be adjudicated
      as
      insolvent or shall file a petition in any proceeding seeking any reorganization,
      arrangements, composition, readjustment, liquidation, dissolution or similar
      relief under any present or future statute, law or regulation, or shall file
      an
      answer admitting or fail timely to contest or acquiesce in the appointment
      of
      any trustee, receiver or liquidator of Tenant or any material part of its
      properties; (b) within ninety (90) days after the commencement of any proceeding
      against Tenant seeking any reorganization, arrangement, composition,
      readjustment, liquidation, dissolution or similar relief under any present
      or
      future statute, law or regulation, such proceeding shall not have been
      dismissed, or within ninety (90) days after the appointment, without the consent
      or acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant
      or
      of any material part of its properties, such appointment shall not have been
      vacated; or (c) this Lease or any estate of Tenant hereunder shall be levied
      upon under any attachment or execution and such attachment or execution is
      not
      vacated within ten (10) days, then, and in any of such events, Landlord may
      terminate this Lease by written notice to Tenant; provided, however, if the
      order of court creating any of such disabilities shall not be final by reason
      of
      the pendency of such proceedings, or appeal from such order, or if the petition
      shall have been withdrawn or the proceedings dismissed within ninety (90) days
      after the filing of the petition, then Landlord shall not have the right to
      terminate this Lease so long as Tenant performs its obligations
      hereunder.





19.2
      If,
      as a matter of law, Landlord has no right on the bankruptcy of Tenant to
      terminate this Lease, then if Tenant, as debtor, or its trustee, wishes to
      assume or assign this Lease, in addition to curing or adequately assuring (as
      defined below) the cure of all defaults existing under this Lease on Tenant's
      part on the date of filing of the proceeding, Tenant, as debtor, or the trustee
      or assignee, must also furnish adequate assurances (as defined below) of future
      performance under this Lease. For the purposes hereof, (i) "adequate assurance"
      of curing defaults existing as of the date of filing of the proceeding shall
      mean the posting with Landlord of a sum in cash sufficient to defray the cost
      of
      such a cure, and (ii) "adequate assurance" of future performance under this
      Lease shall mean posting a cash deposit equal to the rent and all other charges
      payable by Tenant hereunder (including charges payable under Article 14 hereof)
      for three (3) months of the term, and in the case of an assignee, assuring
      Landlord that the assignee is financially capable of assuming this Lease, and
      that its use of the demised premises will not be detrimental to the other
      tenants in the Building or Landlord. In a reorganization under Chapter 11 of
      the
      Bankruptcy Code, the debtor or trustee must assume this Lease or assign it
      within one hundred twenty (120) days from the filing of the proceeding, or
      he
      shall be deemed to have rejected and terminated this Lease.





20. Landlord's
      Remedies .





20.1
      In
      the event Tenant shall fail to pay the rent or any other obligations involving
      the payment of money reserved herein when due, Landlord shall give Tenant
      written notice of such default and if Tenant shall fail to cure such default
      within ten (10) days after receipt of such notice, Landlord shall, in addition
      to its other remedies provided herein or at law or in equity, have the remedies
      set forth in Section 20.3 below.





20.2
      If
      Tenant shall be in default in performing any of the terms of this Lease other
      than the payment of rent or any other obligation involving the payment of money,
      Landlord shall give Tenant written notice of such default, and if Tenant shall
      fail to cure such default within thirty (30) days after the receipt of such
      notice, or if the default is of such a character as to require more than thirty
      (30) days to cure, then if Tenant shall fail within said thirty (30) day period
      to commence or thereafter proceed diligently to cure such default within a
      reasonable period of time (not to exceed ninety (90) days after the receipt
      of
      such notice), then, and in either of such events, Landlord may (at its option
      and in addition to its other remedies) cure such default for the account of
      Tenant and any sum so expended by Landlord shall be additional rent for all
      purposes hereunder, including Section 20.1 above, and shall be paid by Tenant
      with the next monthly installment of rent.








20.3 
      If any rent or any other obligation involving the payment of money shall be
      due
      and unpaid or Tenant shall be in default upon any of the other terms of this
      Lease, and such default has not been cured after notice and within the time
      periods provided in Sections 20.1 and 20.2 above, or if the demised premises
      are
      abandoned or vacated, then Landlord, in addition to its other remedies, shall
      have the immediate right to terminate this Lease and/or recover possession
      of
      the demised premises. Should Landlord elect to re-enter or take possession
      pursuant to legal proceedings or any notice provided for by the law, Landlord
      may relet the premises or any part thereof on such terms and conditions as
      Landlord shall in its sole discretion deem advisable. The avails of such
      reletting shall be applied first, to the payment of any indebtedness of Tenant
      to Landlord other than rent due hereunder; second, to the payment of any
      reasonable costs of such reletting, including the cost of any reasonable
      alterations and repairs to the demised premises; third, to the payment of rent
      due and unpaid hereunder; and the residue, if any, shall be held by Landlord
      and
      applied in payment of future rent as the same may become due and payable
      hereunder. Should the avails of such reletting during any month be less than
      the
      monthly rent reserved hereunder, then Tenant shall during each such month pay
      such deficiency to Landlord. The obligations of Tenant shall survive any
      termination of this Lease pursuant to this Section 20.3.





20.4 All
      rights and remedies of Landlord hereunder shall be cumulative and none shall
      be
      exclusive of any other rights and remedies allowed by law.





20.5
      If
      as a result of any breach or default in the performance of any of the provisions
      of this Lease, either party uses the services of an attorney in order to secure
      compliance with such provisions or recover damages therefor, or to terminate
      this Lease or evict Tenant from the demised premises, the prevailing party
      shall
      be reimbursed by the other party upon demand for any and all attorneys' fees
      and
      expenses so incurred by the prevailing party.





20.6
      In
      the event Tenant shall abandon or surrender the demised premises, or be
      dispossessed by process of law or otherwise, any personal property belonging
      to
      Tenant and left on the demised premises shall be deemed to be abandoned, or,
      at
      the option of Landlord, may be removed by Landlord at Tenant's
      expense.





21. Holding
      Over .





It
      is
      hereby agreed that in the event of Tenant holding over after the termination
      of
      this Lease, thereafter the tenancy shall be from month to month in the absence
      of a written agreement to the contrary, and Tenant shall pay to Landlord a
      monthly occupancy charge equal to one hundred fifty percent (150%) of the sum
      of
      (a) the monthly Basic Rental payable hereunder for the last lease year, plus
      (b)
      all other charges payable by Tenant under this Lease for the last lease year,
      such charge to be payable from the expiration or termination of this Lease
      until
      the end of the calendar month in which the demised premises are delivered to
      Landlord in the condition required herein, and Landlord's right to damages
      for
      such illegal occupancy shall survive.




22. Entire
      Agreement .





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








23. Notices .





All
      notices, consents, requests, demands, designations or other communications
      which
      may or are required to be given by either party to the other hereunder shall
      be
      in writing and shall be deemed to have been duly given when personally delivered
      or deposited in the United States mail, certified or registered, return receipt
      requested, postage prepaid, or sent by U.S. Express Mail or any nationally
      recognized overnight carrier with a signed receipt obtained upon delivery,
      and
      addressed as follows: (a) to Tenant at the address set forth in Section 1(d)
      hereof **with
      a copy to Tenant at 171 Sully’s Trail, Suite 202, Pittsford, New York,
      Attention: Legal Department** ,
      or to
      such other place as Tenant may from time to time designate in a notice to
      Landlord, or delivered to Tenant at the demised premises, (b) to Landlord at
      the
      address set forth in Section 1(b) hereof, or to such other place as Landlord
      may
      from time to time designate in a notice to Tenant. Tenant hereby appoints as
      its
      agent to receive the service of all dispossessory or distraint proceedings
      and
      notices thereunder the person in charge of or occupying the demised premises
      at
      the time, and if no person shall be in charge of or occupying the demised
      premises at the time, then such service may be made by attaching the same to
      the
      main entrance of the demised premises.





24. Inability
      to Perform .





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 Landlord's reasonable control, Landlord
      is
      unable to furnish or is delayed in furnishing any utility or service required
      to
      be furnished by Landlord under the provisions of this Lease or any collateral
      instrument, or 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 under any
      collateral instrument, or is unable to fulfill, or is delayed in fulfilling,
      any
      of Landlord's other obligations under this Lease or any collateral instrument,
      no such inability or delay shall constitute an actual or constructive eviction
      in whole or in part, or entitle Tenant to any abatement or diminution of rental
      or other charges due hereunder or relieve Tenant 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. 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 Tenant’s reasonable control, Tenant is unable to perform its obligations
      under this Lease (other than Tenant’s obligations to pay rent hereunder), Tenant
      shall be excused from the performance of such obligations for the period of
      any
      delay caused by any such event.





25. Security
      Deposit .





Upon
      the
      execution of this Lease, Tenant has deposited with Landlord the amount set
      forth
      in Section 1(k) hereof (hereinafter referred to as the "Deposit"). The Deposit
      shall be held by Landlord as security for the faithful performance by Tenant
      of
      all of the provisions of this Lease to be performed or observed by Tenant.
      If
      Tenant fails to pay rent or other charges due hereunder, or otherwise defaults
      with respect to any provision of this Lease, Landlord may, but shall have no
      obligation to, use, apply or retain all or any portion of the Deposit for the
      payment of any rent or other charge in default or for the payment of any other
      sum to which Landlord may become obligated by reason of Tenant's default or
      to
      compensate Landlord for any loss or damage which Landlord may suffer thereby.
      If
      Landlord so uses or applies all or any portion of the Deposit, Tenant shall,
      within ten (10) days after demand therefor, deposit cash with Landlord in an
      amount sufficient to restore the Deposit to the full amount thereof. Landlord
      shall not be required to keep the Deposit separate from its general accounts.
      If
      Tenant performs all of Tenant's obligations hereunder, the Deposit, or so much
      thereof as has not theretofore been applied by Landlord, shall be returned,
      without payment of interest or other increment for its use, to Tenant (or,
      at
      Landlord's option, to the last assignee, if any, of Tenant's interest hereunder)
      at the expiration of the term hereof and after Tenant has vacated the demised
      premises. No trust relationship is created herein between Landlord and Tenant
      with respect to the Deposit.





26. Liens .





Any
      mechanic's lien filed against the demised premises or the Building for work
      claimed to have been done or materials claimed to have been furnished to Tenant
      shall be discharged by Tenant within ten (10) days thereafter. For the purposes
      hereof, the bonding of such lien by a reputable casualty or insurance company
      reasonably satisfactory to Landlord shall be deemed the equivalent of a
      discharge of any such lien. Should any action, suit, or proceeding be brought
      upon any such lien for the enforcement or foreclosure of the same, Tenant shall
      defend Landlord therein, by counsel satisfactory to Landlord, and pay any
      damages and satisfy and discharge any judgment entered therein against
      Landlord.







27. Entry
      by Landlord .





27.1
      Landlord and its designees may enter the demised premises at reasonable hours
      and upon reasonable notice (except in the event of an emergency or any entry
      to
      perform janitorial services requested by Tenant) to (a) inspect the same, (b)
      exhibit the same to prospective purchasers, lenders or tenants, (c) determine
      whether Tenant is complying with all of its obligations hereunder, (d) supply
      janitorial service and any other services to be provided by Landlord to Tenant
      hereunder, (e) post notices of nonresponsibility, and (f) make repairs to the
      demised premises, to any adjoining space or to any other portion of the
      Building, provided that all such work shall be done as promptly as reasonably
      possible. Tenant hereby waives any claim for damages for any injury or
      inconvenience to, or interference with, Tenant's business, any loss of occupancy
      or quiet enjoyment of the demised premises or any other loss occasioned by
      such
      entry.





27.2
      Landlord shall at all times have and retain a key with which to unlock all
      of
      the doors in, on or about the demised premises (excluding Tenant's vaults,
      safes
      and similar areas designated in writing by Tenant in advance); and Landlord
      shall have the right to use any and all means which Landlord may deem proper
      to
      open said doors in any emergency in order to obtain entry to the demised
      premises, and any entry to the demised premises obtained by Landlord by any
      of
      said means, or otherwise, shall not under any circumstances be construed or
      deemed to be a forcible or unlawful entry into or a detainer of the demised
      premises or an eviction, actual or constructive, of Tenant from the demised
      premises, or any portion thereof.




28. Estoppel
      Certificate .





At
      any
      time and from time to time upon ten (10) days prior request by Landlord, Tenant
      will promptly execute, acknowledge and deliver to Landlord, a certificate
      indicating (a) that this Lease is unmodified and in full force and effect (or,
      if there have been modifications, that this Lease is in full force and effect,
      as modified, and stating the date and nature of each modification), (b) that
      Tenant is in occupancy of the demised premises and any work to be performed
      by
      Landlord has been satisfactorily completed, (c) the date to which rental and
      other sums payable hereunder have been paid, (d) that neither Landlord nor
      Tenant is in default under this Lease and Tenant knows of no fact which with
      the
      passage of time or giving of notice would constitute such a default by Landlord
      or Tenant, (e) there are no actions, whether voluntary or otherwise, pending,
      or
      to its knowledge threatened, against Tenant under the bankruptcy laws of the
      United States or any state thereof, and (f) such other matters as may be
      requested by Landlord or its mortgagee. Any such certificate may be relied
      upon
      by any prospective purchaser, mortgagee or beneficiary under any deed of trust
      of the Building or any part thereof. In the event Tenant shall fail to deliver
      the certificate within the time period stated above, such failure shall be
      a
      default under this Lease and Tenant shall be deemed to have confirmed as true
      the matters stated in (a) through (e) above.





29. Option
      to Renew .





Provided
      that Tenant is not in default under any of the terms and conditions of this
      Lease, then Tenant shall have the right to extend the term of this Lease for **two
      (2)** additional terms of **five
      (5) years** each,
      by
      giving Landlord written notice of its intention to exercise such option right
      not later than six (6) months prior to the expiration of the then current term.
      In the event Tenant shall so exercise any such option to extend the term, then
      the term of this Lease shall be extended for an additional **five
      (5) years** upon the
      same terms and conditions stated herein, except that the Basic Rental payable
      with respect to such option period pursuant to Article 4 hereof shall be the
      prevailing rent in effect at the time such option is exercised for a term
      beginning and ending at the same time as such renewal term for comparable space
      in the **Galleria
      Officentre** complex, **provided
      that in no event shall the annual Net Rental (as hereinafter defined) payable
      for the renewal term be less than the Net Rental payable for the last year
      of
      the preceding term.** The
      term
      "Net Rental" for a year shall mean the difference between the Basic Rental
      payable for such year and the total dollar equivalent of Base Expenses
      applicable for such year (assuming Tenant pays separately for certain services
      as provided in Article 6 hereof).








30. Emergency
      Generator .





Tenant
      shall have the right, at its sole cost and expense, to install an emergency
      generator (the "Mpower Generator") in a location designated by Landlord, subject
      to the following:





a. Tenant
      shall first obtain such governmental approvals, authorizations and permits
      as
      are required to install and operate the Mpower Generator.





b. All
      plans
      and specifications for the installation of the Mpower Generator and its
      connection to the demised premises must be approved, in advance, by Landlord.
      The installation of the Mpower Generator shall be performed in a manner approved
      by Landlord.





c. Tenant
      shall pay the entire cost of installing the Mpower Generator, including any
      modifications to the generator area required to accommodate and screen the
      Mpower Generator.





d. Tenant
      shall maintain the Mpower Generator and any related equipment, at its sole
      cost
      and expense, in good order and condition and will repair any damage to the
      Building and/or any other equipment caused by the Mpower Generator and/or the
      installation thereof. Landlord shall not be liable to Tenant or to any other
      person for any loss or damage to the Mpower Generator regardless of cause,
      other
      than the negligence or acts of Landlord, its agents or employees.





e. Tenant
      shall have the right to install a diesel generator, provided (i) any fuel tank
      shall be located above ground and within the frame of the generator, (ii) Tenant
      shall install such spill protection and other tank monitoring devices as shall
      be required by governmental codes and regulations, (iii) Tenant shall provide
      Landlord with copies of all warranties and evidence of any testing required
      by
      law, and (iv) Tenant shall indemnify Landlord from and against any and all
      costs
      and liability arising from a leak from such fuel tank, including, without
      limitations, any clean-up costs.





f. Upon
      the
      termination of the Lease, Tenant will have the right to remove the Mpower
      Generator, provided, (i) the Mpower Generator is removed within thirty (30)
      days
      following the termination of the Lease, and (ii) Tenant shall repair all damage
      to the Building and/or any other equipment caused by the removal of the Mpower
      Generator.





31. Miscellaneous .





31.1
      The
      words "Landlord" and "Tenant" as used herein shall include the plural as well
      as
      the singular. If there is more than one Tenant, the obligations hereunder
      imposed upon Tenant shall be joint and several.





31.2
      Submission of this instrument for examination or signature by Tenant does not
      constitute a reservation of, or option for, lease, and it is not effective
      as a
      lease or otherwise until execution and delivery by both Landlord and
      Tenant.





31.3
      The
      agreements, conditions and provisions herein contained shall, subject to the
      provisions of Articles 10 and 17 hereof, apply to and bind the heirs, executors,
      administrators, successors and assigns of the parties hereto.





31.4
      Tenant shall not, without the consent of Landlord, use the name of the Building
      for any purpose other than as the address of the business to be conducted by
      Tenant in the demised premises. Landlord reserves the right to select the name
      of the Building and to make such changes of name as it deems appropriate from
      time to time.





31.5
      Tenant warrants and represents that it has had no dealings with any real estate
      broker or agent in connection with the negotiation of this Lease, and it knows
      of no real estate broker or agent who is entitled to a commission in connection
      with this Lease, other than **CB
      Richard Ellis** .
      Landlord and Tenant each agree to indemnify and hold the other harmless of
      and
      from any and all loss, cost, damage or expense (including, without limitation,
      all counsel fees and disbursements) by reason of any claim of, or liability
      to,
      any other broker claiming through it and arising out of, or in connection with,
      the execution and delivery of this Lease.








31.6
      If
      any provisions of this Lease shall be determined to be illegal or unenforceable,
      such determination shall not affect any other provisions of this Lease and
      all
      such other provisions shall remain in full force and effect.





31.7
      This
      Lease shall be governed by, and construed in accordance with, the laws of the
      State of Michigan.








IN
      WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
      as
      of the day and year first above written.








WITNESSES:   **FCN
      ASSOCIATES, L.L.C.**


By
      Nemer
      Management Co., Inc.


Managing
      Agent











Milford
      Nemer                          By:/s/ Milford Nemer


Milford
      Nemer, President


(Landlord)














**MGC
      COMMUNICATIONS, INC. d/b/a MPOWER**


**COMMUNICATIONS
      CORP.**











By:/s/________________________


Title:
      SVP - Engineering Operations


(Tenant)



















EXHIBIT
      "A"
























EXHIBIT
      "B"





RULES
      AND REGULATIONS





A.  Wherever
      the word "Tenant" or "Landlord" appears herein, it is understood and agreed
      that
      it shall mean their agents, associates, employees, customers, visitors and
      invitees.





B.  The
      exterior and interior common areas of the Building, including all sidewalks,
      entrances, corridors, elevators, stairways and the atrium, shall not be
      obstructed or used for any purpose other than access to and from the demised
      premises. Parking areas shall be used only for transient parking by tenants,
      their employees and visitors and shall not be used for storage of vehicles,
      for
      parking vehicles during non-business hours or for parking large commercial
      or
      recreational vehicles. Tenant shall comply with all other restrictions on the
      use of certain parking spaces, including spaces reserved for designated parties
      or for short term parking. Landlord shall not be responsible or liable for
      any
      damage to, or theft of, vehicles parked in the parking area.





C.  Landlord
      has the right to control access to the Building and to refuse admittance during
      non-business hours determined by Landlord to any person or persons without
      satisfactory identification or a pass issued by Landlord. Tenant shall comply
      with all regulations promulgated by Landlord regarding access to the Building
      during non-business hours, including, without limitation, restrictions on use
      of
      certain entrances, registration and identification procedures, and alarm
      procedures.





D.  Landlord's
      employees will not perform any work outside of their regular duties unless
      specifically authorized to do so by Landlord.





E.  No
      person
      shall disturb other occupants of the Building or other adjoining buildings
      by
      making loud or disturbing noises or by behaving in any other manner which would
      disturb such other occupants. Tenant shall not cause or permit unusual or
      objectionable odors to be produced upon or permeate from the demised premises,
      including any equipment emitting noxious fumes.





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








G.  All
      deliveries and removals of furniture, equipment or other heavy or bulky items
      must take place after notification to Landlord, during such hours and in such
      a
      manner as shall be determined by Landlord. Tenant shall be responsible for
      all
      damage or injury resulting from the delivery or removal of all such articles
      into or out of the Building or the demised premises. Tenant must arrange for
      the
      removal of all cartons, large boxes and containers from the Building and such
      items cannot be deposited in the dumpsters at the Building. No load shall be
      placed on the floor of the demised premises or in elevators in excess of the
      limits which shall be established by Landlord. Tenant's equipment shall be
      placed and operated only in locations approved by Landlord.





H.  Nothing
      shall be attached to the interior or exterior walls of the Building or the
      demised premises **(other
      than normal items weighing less than 20 pounds each)** without
      the prior written consent of Landlord, **which
      consent will not be unreasonably withheld** .
      Building standard blinds shall be used in all windows and no other window
      treatments or objects shall be attached to, hung in or used in connection with
      any window or door of the demised premises without the prior written consent
      of
      Landlord. No article shall be placed on any window sill.





I.  No
      sign,
      picture, lettering, notice or advertisement of any kind shall be painted or
      displayed on or from the windows, doors, roof, or outside walls of the Building.
      All of Tenant's interior sign painting or lettering shall be done in a manner
      approved by Landlord, and the cost thereof shall be paid by Tenant. In the
      event
      of a violation of the foregoing by any Tenant, Landlord may remove same without
      any liability and may charge the expense incurred for such removal to such
      Tenant. Landlord will provide building standard tenant identification in the
      building directories.





J.  No
      additional locks shall be placed on any door in the Building without Landlord's
      prior written consent. All changes made to the locks on doors in the Building
      must be approved by Landlord and performed by the locksmith designated by
      Landlord. A reasonable number of keys will be furnished by Landlord and Tenant
      shall not make or permit any duplicate keys to be made.














K.  Tenant
      shall not install or operate any steam or gas engine or boiler or carry on
      any
      mechanical business in the demised premises, or use oil, burning fluids,
      camphene or gasoline for heating or lighting, or for any other purpose
      ( **other
      than the diesel fuel used to operate Tenant’s generator outside of the
      Building)** .
      No
      article deemed extra hazardous on account of fire or other dangerous properties,
      or any explosive, shall be brought into the demised premises or the Building.
      Portable electric space heaters are prohibited.





L.  No
      bicycles, vehicles or animals of any kind shall be brought into or kept in
      or
      about the Building or the demised premises.





M.  No
      marking, painting, drilling, boring, wiring, cutting or defacing of the Building
      or the demised premises shall be permitted without the prior written consent
      of
      Landlord. Plastic protective floor mats shall be maintained over all carpeted
      areas under desk chairs with casters. Any carpeting cemented down shall be
      installed with a releasable adhesive.





N.  The
      electrical system and lighting fixtures in the Building and the demised premises
      shall not be altered or disturbed without Landlord's prior written consent
      specifying the manner in which it may be done and by persons authorized by
      Landlord. Extension cords shall not be used in the demised premises without
      the
      prior written consent of Landlord and shall, at a minimum, be 14-gauge, 3-wire,
      grounded, UL approved with molded ends. Hot plates (cooking) are prohibited
      and
      only approved electric coffee percolators and microwave ovens shall be
      permitted. Tenant shall not place any mechanical, electrical or telephone
      equipment in any area outside of the demised premises without the prior written
      consent of Landlord.





O.  The
      toilets and other plumbing fixtures shall not be used for any purpose other
      than
      those for which they are designed. No sweepings, rubbish or other similar
      substances shall be deposited therein. Any repair or extra cleaning costs
      resulting from any misuse of the plumbing fixtures or the restrooms shall be
      paid by the Tenant who shall have caused the same. No person shall waste water
      by interfering or tampering with the faucets or otherwise. Toilet tissue and
      paper towels may not be removed from the restrooms.





P.  Additional
      security or janitorial service required by a Tenant will be contracted through
      Landlord using the same company that the Landlord has under contract to provide
      such service. Tenant shall not employ or contract with any person to do cleaning
      or perform janitorial services in the demised premises without the prior written
      consent of Landlord.





Q.  Tenant
      assumes responsibility for protecting the demised premises from theft, robbery
      and pilferage. Tenant shall be responsible for locking all doors to the demised
      premises.





R.  No
      area
      outside of the demised premises shall be used for storage at any time. All
      garbage shall remain within the demised premises until removal by janitorial
      personnel. Tenant shall pay the cost of removing trash from the demised premises
      in excess of that generated by normal office operations or at times other than
      the normally scheduled cleaning of the demised premises.





S.  Smoking
      is prohibited in all common areas of the Building, including, without
      limitation, lobbies, corridors, elevators, restrooms, stairwells and the
      atrium.





T.  The
      demised premises shall not be used for the purposes of hiring employees to
      work
      outside of the demised premises or for any other purpose which would generate
      more pedestrian or vehicular traffic than that generated by normal office
      uses.











EXHIBIT
      "C"





CONSTRUCTION








Landlord
      and Tenant shall comply with the following procedures regarding the Tenant
      Improvements (which term shall be understood herein to mean any and all
      construction and other work required to remodel the demised premises from their
      “as-is” condition to be ready for occupancy by Tenant, **excluding** any
      furniture, data/telephone cable, fixtures, equipment or personal property of
      Tenant):




(a)  On
      or
      before **March
      28, 2000,** Tenant
      shall, at its sole cost and expense, prepare complete architectural and
      engineering working plans and specifications (sealed by an architect and
      engineer licensed in the State of Michigan) for the construction of the Tenant
      Improvements (the "Plans and Specifications").





(b)  Within **three
      (3) business days** after
      receiving the Plans and Specifications, Landlord shall notify Tenant of its
      approval or disapproval thereof, in the latter event specifying the reasons
      therefor. Landlord agrees not to unreasonably withhold its approval of such
      Plans and Specifications. In the event Landlord shall disapprove the Plans
      and
      Specifications, Landlord and Tenant shall meet to resolve same, and following
      such meeting, Tenant shall cause such Plans and Specifications to be
      appropriately modified to accommodate the reasonable objections of Landlord
      discussed at such meeting.




(c)  Within **five
      (5) business days** after
      receiving the final Design Plans and Specifications, Landlord shall cause its
      designated general contractor to submit to Tenant a quotation for the cost
      of
      constructing the Tenant Improvements in accordance with the Plans and
      Specifications, which quotation shall be reasonably itemized and shall include
      (i) any and all costs incurred to perform the Tenant Improvements, including,
      without limitation, the cost of any governmental permit and plan review fees, plus (ii) a
      fee of **twelve
      percent (12%)** of
      such
      total cost of the work for the general contractor's overhead, supervision and
      insurance. Tenant shall have the right to reasonably approve all subcontractors
      and subcontractor bids and to require Landlord to obtain competitive bids for
      any subcontractor work from qualified subcontractors reasonably approved by
      Landlord. It is understood that Tenant shall have the right to use the existing
      improvements in the demised premises in their as-is condition free of
      charge.





(d)  Within **two
      (2) business days** after
      receiving Landlord's quotation, Tenant shall notify Landlord of its approval
      thereof or suggest modifications to the Plans and Specifications to reduce
      the
      cost of constructing the Tenant Improvements. The cost of any subsequent change
      orders to the original contract will be computed based upon the cost of the
      work
      plus **twelve
      percent (12%)** of
      such
      cost as the general contractor's fee, provided no change orders shall be issued
      without the prior written approval of Tenant. The total amount of the approved
      quotation, as increased by subsequent change orders, will be referred to herein
      as the "Tenant Improvement Cost". Upon receiving Tenant's approval of Landlord's
      quotation, Landlord shall cause its designated general contractor to commence
      construction of the Tenant Improvements and perform such work in a good and
      workmanlike manner.





(e)  The
      Tenant Improvement Allowance set forth in Section 1(m) hereof, shall be paid
      by
      Landlord to the general contractor and subcontractors performing the work.
      Tenant shall pay the amount, if any, by which the Tenant Improvement Cost shall
      exceed the Tenant Improvement Allowance (as defined in Section 1(m) hereof),
      such excess to be paid within thirty (30) days following receipt of invoices
      to
      be issued upon completion of phases of the Tenant Improvements **(such
      invoices to Tenant to be accompanied by copies of invoices from the
      subcontractors together with appropriate lien waivers).**