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                                                                   EXHIBIT 10.24


                                  OFFICE LEASE


                  THIS LEASE is made this 30th day of June, 2000, by and between
CROWN OFFICE VILLAGE, L.L.C., a Michigan limited liability company whose address
is 4190 Telegraph Road, Suite 3000, Bloomfield Hills, Michigan 48302-2082,
(hereinafter referred to as "Landlord"), and BEACON EDUCATION MANAGEMENT
MICHIGAN, INC., a Michigan corporation whose address is 45199 Cass Avenue,
Utica, Michigan 48317 (hereinafter referred to as "Tenant").

                                   WITNESSETH:

DEMISED PREMISES

1.       Landlord, in consideration of the rents to be paid and the covenants
         and agreements to be performed by Tenant, does hereby lease unto Tenant
         premises situated in the City of Madison Heights, County of Oakland and
         State of Michigan, more particularly described as Building I,
         containing approximately 2,388 square feet, located in that certain
         office building (hereinafter referred to as "Building"), the address of
         which is xxxx East Twelve Mile Road, as shown on the floor plan,
         Exhibit "A" and thereby made a part hereof (which premises are
         hereinafter referred to as the "demised premises"), together with the
         non-exclusive right and easement to use of parking spaces and common
         facilities which may from time to time be furnished by Landlord in
         common with Landlord and the tenants and occupants (their agents,
         employees, customers and invitees) of the building in which the demised
         premises are located, and of Landlord's other adjacent buildings now or
         hereafter constructed, if any, which building and adjacent buildings
         are hereinafter referred to collectively as the "Development."

TERM

2.       The term of this Lease shall be for a period of five (5) years,
         commencing on September 1, 2000, (hereinafter referred to as the
         "commencement date") and expiring on August 31, 2005, (hereinafter
         referred to as the "expiration date"), fully to be completed and ended.
         In the event Landlord fails to deliver the demised premises on the
         aforementioned commencement date because the demised premises are not
         then ready for occupancy (i.e., Landlord's work as described herein has
         not been substantially completed), or for any other cause beyond
         Landlord's control, Landlord shall not be liable to Tenant for any
         damages as a result of Landlord's delay in delivering the demised
         premises. Such delay shall not affect the validity of this Lease or the
         obligations of Tenant hereunder, and the commencement date of this
         Lease shall be postponed (and the expiration date correspondingly
         extended) until such time as the demised premises are ready for
         Tenant's occupancy. Notwithstanding the above, in the event
         commencement date fails to occur on or before one year from execution
         date hereof, this lease shall automatically terminate and be of no
         further force and effect. Landlord and Tenant shall not be subject to
         any liability thereafter.


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RENT

3.       (a)      Tenant shall pay to Landlord, for rent of the Demised
         Premises, consisting of approximately 2,388 leasable square feet,
         annual rent of Thirty-Three Thousand Three Hundred ($33,300) Dollars in
         monthly installments of Two Thousand Seven Hundred Seventy Five
         ($2,775) Dollars in funds immediately available to the Landlord on or
         before the first day of each month.

         (b)      The monthly rent herein provided will be increased to Three
         Thousand Three Hundred Ninety-Four ($3,394) Dollars on September 1,
         2001 and shall be increased by four (4%) percent over the previous
         monthly rent on each anniversary of the commencement date of this Lease
         thereafter.

         (c)      Such rent shall be paid upon the first day of each and ever
         month throughout the terms of this Lease without any prior demand and
         without any deduction or setoff; provided, however, that if the Lease
         term shall commence on a day other than the first day of a calendar
         month or shall end on a day other than the last day of a calendar
         month, 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. Landlord hereby acknowledges receipt of $2,775, to be applied
         against the first monthly installment of rental hereunder.

         (d)      If the Tenant shall default in any payment or expenditure
         other than rent required to be paid or expended by the Tenant under the
         terms hereof for more than fifteen (15) days after receipt of written
         notice from the Landlord, the Landlord may, at its option, make such
         payment or expenditure, in which event the amount thereof shall be
         payable as rental to the Landlord by the Tenant on the next ensuing
         rent day together with interest at an annual rate of fifteen (15%)
         percent per annum from the date of such payment or expenditure by the
         Landlord. On default in such payment, the Landlord shall have the same
         remedies as on default in payment of rent. Any rent payment which has
         not been paid in full by the date which is five (5) days after the date
         when due shall incur a late payment charge of four (4%) percent of the
         amount then due in each instance. In addition, any amounts remaining
         unpaid for more than fifteen (15) days after the date when due, shall
         accrue interest from the due date to the date when paid at an annual
         rate of fifteen (15%) percent per annum, plus the Tenant shall be
         responsible for any other costs and expenses incurred by Landlord,
         including but not limited to reasonable attorneys fees. The Tenant
         shall remain in default until all such rent and additional charges have
         been paid in full.

LANDLORD AND TENANT'S WORK

4.       (a)      Landlord agrees prior to the date on which possession of the
         Premises is delivered to Tenant, at Landlord's sole cost and expense,
         to construct or install in the Premises the improvements, if any, to be
         constructed or installed by Landlord pursuant to Exhibit "A" attached
         hereto ("Landlord's Work"). Such work shall be fully completed, in a
         good and workmanlike manner and in full compliance with all applicable
         building health,


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         environmental, safety and other ordinances, codes and regulations.
         Landlord shall deliver possession of the Premises to Tenant as required
         in this Lease.

         (b)      Any improvements to the Premises other than Landlord's work as
         defined above shall be referred to as "Tenant's Work" and shall be
         constructed by Tenant at Tenant's sole expense.

         (c)      Tenant shall not commence or permit others to commence
         construction of Tenant's Work unless and until plans and specifications
         ("Plans and Specifications") for such Work have been approved by
         Landlord.

         (d)      Immediately following Landlord's delivery of possession of the
         Premises to Tenant, upon finalization of the Plans and Specifications,
         and upon Tenant obtaining, at its sole cost and expense, the necessary
         governmental permits, licenses and approvals, Tenant shall diligently
         commence and complete Tenant's Work which Work shall be done in a good
         and workmanlike manner, by licensed and insured contractors reasonably
         acceptable to Landlord, and in compliance with all applicable building,
         health, safety, and other ordinances, codes and regulations.

         (e)      Tenant shall (i) pay before delinquency all costs and expenses
         of work done or caused to be done by Tenant in the Premises; (ii) keep
         the title to the development free and clear of any lien or encumbrance
         in respect of such work; and (iii) indemnify and hold harmless Landlord
         against any claim, loss, cost, demand (including reasonable legal
         fees), whether in respect of liens or otherwise, arising out of the
         supply of material, services or labor for such work. Tenant shall
         immediately notify Landlord of any lien, claim of lien or other action
         of which tenant has or reasonably should have knowledge and which
         affects the title to the development, and shall cause the same to be
         removed within thirty (30) days (or such additional time as Landlord
         may consent to in writing), either by paying and discharging such lien
         or by posting a bond or such other security as may be reasonably
         satisfactory to Landlord. If Tenant shall fail to remove same within
         said time period, Landlord may take such action as Landlord deems
         necessary to remove this same and the entire cost thereof shall be
         immediately due and payable by Tenant to Landlord.

USE AND OCCUPANCY

5.       During the continuation of this Lease, the demised premises shall be
         used and occupied for general office and incidental purposes and for no
         other purposes without the prior written consent of Landlord nor shall
         Tenant conduct its business in a manner which will cause an increase in
         fire and extended coverage insurance premiums for the demised premises
         or building, and Tenant will comply with all requirements of the
         insurance policies and the American Insurance Association relating to
         the demised premises. 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 the demised premises or the building in which the demised
         premises are located or be a nuisance, disturbance or menace to the
         other tenants of said


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         building. Upon breach of this agreement, Landlord shall have the right
         to terminate this Lease forthwith and to re-enter and repossess the
         demised premises, but Landlord's right to damages will survive.

UTILITIES

6.       (a)      Tenant shall be responsible for payment of all costs and
         expenses for consumption of utilities serving the demised premises.
         "Utilities" as used herein includes, electricity, gas, sewer and water.
         Where separate meters are available, Tenant agrees to establish
         accounts with the utility companies providing service and pay directly
         to the utility companies for services as billed.

         (b)      Where separate meters are not available or are impractical,
         Tenant shall pay to Landlord, as additional rent during the term of
         this Lease, its proportionate share of all utilities applicable to the
         building of which demised premises are a part. The Tenant's
         proportionate share of the utilities shall be determined by multiplying
         the utilities attributable to the building by a fraction, the numerator
         of which shall be the square footage of the demised premises as stated
         in Section 1 and the denominator of which shall be the total number of
         square feet of gross leasable area in the building.

         (c)      Tenant's proportionate share of such utilities shall be paid
         in monthly installments on or before the first day of each calendar
         month, in advance, in the amount estimated by Landlord from time to
         time. Subsequent to the end of each calendar year, Landlord shall
         furnish Tenant with a statement of the actual amount of Tenant's
         proportionate share of such utilities for such period and, upon written
         request, Landlord will furnish Tenant copies of utility bills. If the
         total amount paid by Tenant under this Section for any calendar year
         shall be less than the actual amount due from Tenant for such year as
         shown on such statement, Tenant shall pay to Landlord the difference
         between the amount paid by Tenant and the actual amount due, such
         deficiency to be paid within thirty (30) days after the furnishing of
         each such statement. If the total amount paid by Tenant hereunder for
         any such calendar year shall exceed amount owed by Tenant to Landlord
         under this Section, such excess shall be credited against the next
         installment due from Tenant to Landlord hereunder.

         (d)      Landlord shall not be liable or responsible for any
         interruption in such utilities or other services due to causes beyond
         Landlord's reasonable control or for interruptions in connection with
         the making or repairs or improvements to the demised premises or the
         building in which the demised premises are located, nor shall such
         interruption be deemed an actual or constructive eviction or partial
         eviction or result in an abatement of rental.

REPAIRS

7.       Subject to and in accordance with the provisions of Section 15 Landlord
         shall make all necessary repairs and replacements to the building in
         which the demised premises are located, and to the common areas,
         including parking areas, heating, air conditioning and


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         electrical systems located therein, and Landlord shall also make all
         repairs to the demised premises which are structural in nature or
         required due to fire, casualty, or other act of God; provided, however,
         that Tenant shall be responsible for all repairs and replacements
         arising from its act, neglect or default. Except as provided above,
         Tenant shall keep the demised premises in good repair, and tenant shall
         upon the expiration of the term of this Lease, yield and deliver up the
         demised premises in like condition as when taken, reasonable use and
         wear thereof and repairs required to be made by Landlord excepted.

         In the event that the 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 in which
         the demised premises are located (unless the same result from Tenant's
         act, neglect, default or mode of operation in which event Tenant shall
         be responsible for all such repairs, alterations and improvements),
         then such repairs, alterations, reconstruction or improvement shall be
         made by Landlord with reasonable dispatch, 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 or rental. Notwithstanding
         the foregoing, Tenant shall, at its own cost and expense, be
         responsible for all repairs and provide all maintenance in connection
         with any alterations, additions or improvements made by Tenant pursuant
         to Section 8 hereof.

ALTERATIONS

8.       Tenant shall not make any alterations, additions or improvements to the
         demised premises (whether or not the same may be structural in nature)
         without Landlord's prior written consent. Tenant shall submit plans and
         specifications for any such work to Landlord for its approval in
         accordance with Section 4(c) above. In the event Landlord provides such
         consent to the Tenant or a contractor working for Tenant to alter or
         improve the premises or install fixtures or equipment, such work shall
         not commence until Landlord has notified Tenant that Landlord has
         completed its work and if permission to enter the premises prior to the
         commencement date in Section 2 is granted, Tenant shall have no right
         to possession until after the commencement date. Tenant shall be
         responsible for compliance with the governmental rules and regulations
         including those regarding the obtaining of licenses or permits, reviews
         and inspections and shall not by its work interfere with Landlord's
         ability to obtain inspections and a certificate of occupancy.
         Alternations, additions or improvements made by either party hereto to
         the demised premises, except medical trade fixtures or moveable office
         furniture and equipment installed at Tenant's expense, shall be the
         property of Landlord and remain upon and be surrendered with the
         demised premises at the expiration of the Lease term or any renewal
         hereof, provided, however, that Landlord may require Tenant to remove
         any additions made by Tenant to the premises and to repair any damages
         caused by such removal, and provided further, that if Tenant has not
         removed its property and equipment at the expiration or within ten (10)
         days after termination of this Lease, Landlord may elect to retain the
         same as abandoned property. Tenant shall only use contractors approved
         by Landlord for the permitted alternations to the premises and shall
         not permit any mechanics liens to be placed or remain upon the
         premises.


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ASSIGNMENT AND SUBLETTING

9.       Tenants covenants not to assign or transfer this Lease or hypothecate
         or mortgage the same or sublet the demised premises or any part thereof
         without the prior written consent of Landlord which consent shall not
         be unreasonably withheld, but in the event of any such assignment or
         transfer, Tenant shall remain fully liable to perform all of the
         obligations under this Lease. 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
         subleases of Tenant.

         An transfer of control of Tenant, including, without being limited to,
         a transfer of stock, membership or partnership interest or the merger,
         consolidation, sale of all or substantially all of the other assets of
         Tenant or other corporate or other reorganization of Tenant (whether or
         not Tenant shall be surviving entity), shall be deemed an assignment
         under this Lease and shall be subject to all the provisions of this
         Article, including the requirement of obtaining Landlord's prior
         written consent, which consent shall not be unreasonably withheld.

INSURANCE AND INDEMNIFICATION

10.      (a) Tenant shall indemnify and hold Landlord harmless from any
         liability for damages to any person or property in, on or about the
         demised premises from any cause whatsoever, excepting that caused by
         the gross negligence or willful misconduct of the Landlord, its agents
         or employees, and Tenant shall procure and keep in effect during the
         entire term hereof public liability and property damage insurance
         protecting Landlord and Tenant from all causes including their own
         negligence, having as limits of liability One Million ($1,000,000)
         Dollars for damages resulting to one person, One Million ($1,000,000)
         Dollars for damages resulting from one casualty, and Two Hundred Fifty
         Thousand ($250,000) Dollars for property damage resulting from any one
         occurrence. Upon request, Tenant shall deliver policies of such
         insurance or certificates thereof to Landlord which shall not be
         cancelable without thirty (30) days prior written notice to Landlord,
         and in the event Tenant shall fail to procure such insurance, Landlord
         may at its option procure the same for the account of Tenant, and the
         cost thereof shall be paid to Landlord as an additional charge upon
         receipt by Tenant of invoices therefore.

         (b) Landlord shall cause each insurance policy carried by Landlord
         insuring the Premises against loss by fire and causes covered by
         standard extended coverage, and Tenant shall cause each insurance
         policy carried by Tenant and insuring the Premises and its fixtures and
         contents against loss by fire and causes covered by standard extended
         coverage, to be written in a manner so as to provide that the insurance
         company waives all right to


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         recovery by way of subrogation against Landlord or Tenant in connection
         with any loss or damage covered by any such policies. Neither party
         shall be liable to the other for any loss or damage caused by fire or
         any of the risks enumerated in standard extended coverage insurance,
         provided such insurance was obtainable at the time of such loss or
         damage. If the release of either Landlord or Tenant, as set forth in
         the second sentence of this Section, shall contravene any law with
         respect to exculpatory agreements, the liability of the party in
         question shall be deemed not released but shall be deemed secondary to
         the latter's insurance.

CASUALTY & DAMAGE

11.      In the event the Demised premises and/or other areas of the Building
         are damaged or destroyed in whole or in part by fire or other casualty
         during the term of this Lease, then, except as otherwise provided
         herein, Landlord shall immediately commence and diligently pursue the
         restoration of the damaged area(s) to good and tenable condition, and
         shall use all available insurance proceeds therefore.

         The proceeds of Landlord's insurance pertaining to such loss shall be
         payable to Landlord and/or Landlord's mortgagee and Tenant shall have
         no right or interest therein.

         The rent required under this Lease shall abate in proportion to the
         area of the Premises which in untenantable, provided however that if
         Tenant used any part of such untenantable portion for storage during
         the period of repair, Landlord may assess a reasonable charge therefore
         against Tenant.

         Landlord shall restore the Premises to substantially the same condition
         as before the occurrence of such casualty. In no event shall Landlord
         be required to repair or replace (a) Tenant's personal property
         (including wall coverings, carpeting and window treatments) except to
         the extent such personal property was originally provided by Landlord
         at Landlord's cost under the terms of this Lease; or (b) Tenant's
         furnishings, operating equipment, trade fixtures or merchandise; or (c)
         personal property of Tenant's agents, employees, contractors, licensees
         or invitees.

         Notwithstanding anything to the contrary contained in this Lease, in
         the event the Demised premises are damaged or destroyed by fire or
         other casualty during the term hereof, Landlord shall have the right to
         terminate this Lease upon the occurrence of any of the following and
         upon written notice provided to the Tenant within sixty (60) days after
         the date of such occurrence:

         (a)      If more than (50%) percent in area of the Demised premises has
                  been damaged or destroyed; or

         (b)      If, as a result of the requirements of any mortgage on the
                  Property, the available insurance proceeds are insufficient to
                  complete the necessary repair and restoration.


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         Termination of the Lease pursuant to this Section shall be effective
         one hundred twenty (120) days after Tenant receives from Landlord the
         written notice required above.

EMINENT DOMAIN

12.      If the whole of the Demised premises is taken by any public authority
         under the power of eminant domain, then this Lease shall terminate on
         the date possession of the Premises is delivered to such public
         authority. Base Rent and Additional rent shall be paid to that date and
         prorated accordingly.


         If part of the Lease Premises is taken by any public authority under
         the power of eminent domain, then, on the date Tenant is required to
         vacate the demised premises this Lease shall terminate as to the
         portion taken and the rent due hereunder shall be reduced in proportion
         to the amount taken unless otherwise agreed by the parties. Except as
         otherwise provided herein, Landlord shall immediately commence and
         diligently pursue the restoration of the remaining Premises to the
         extent necessary to permit the continued use of Premises, and shall use
         Landlord's Condemnation Award (as hereinafter described) therefore.

         During the period of making any repairs relating to eminent domain
         actions, rent shall abate as to that portion of the (remaining) Demised
         premises which is untenantable, provided however that, if Tenant uses
         any part of such untenantable portion for storage during the period of
         repair, Landlord may assess a reasonable charge therefore against
         Tenant.

         Landlord shall restore the Premises to substantially the same condition
         as before the taking. In no event shall Landlord be required to repair
         or replace (a) Tenant's personal property (such as wall coverings,
         carpeting and window treatments) except to the extent (i) such personal
         property was originally provided by Landlord at Landlord's cost under
         the terms of this Lease or (ii) Landlord's Condemnation Award contains
         an amount allocated for reimbursement for such personal property; or
         (b) Tenant's furnishings, operating equipment, trade fixtures, or
         merchandise.

         If Landlord's Condemnation Award is insufficient to cover the costs of
         restoration of the Demised premises as required hereunder, Tenant may
         elect to deposit with Landlord an amount which in combination with the
         Award shall be sufficient for such repairs and restoration. Tenant
         shall make such election by giving written notice to Landlord of its
         intent to make such deposit within ten (10) days after receipt by
         Tenant of written notice of the actual amount or of a good faith
         estimate of the cost to complete such restoration, the amount of the
         Award, and the amount of deposit. Failure by Tenant to give such notice
         shall be deemed an election not to make the deposit.

         If Tenant elects to deposit such funds, the deposit shall be made
         within thirty (30) days after the date of such election. The deposit
         shall be held in an interest bearing account until disbursed in payment
         of the cost to complete. Any excess remaining in the account shall be
         returned to Tenant.


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         If Tenant elects not to deposit such funds, then Landlord shall be
         relieved of any obligation to restore the Demised premises and the
         Lease shall terminate sixty (60) days after receipt by Tenant from
         Landlord of the written notice of the cost of repairs.

         Notwithstanding anything to the contrary contained in this Lease, if
         part of the demised premises, and/or part of the Land upon which the
         demised premises are located, is taken by any public authority under
         the power of eminent domain, Landlord or Tenant shall have the right to
         terminate this Lease upon the occurrence of any of the following and
         upon written notice given to the other not later than sixty (60) days
         after notice of the condemnation proceedings against the Land and/or
         demised premises (or, if such proceedings are not commenced, not later
         than fourteen (14) days before Landlord delivers possession of the part
         so taken by such public authority):

         (a)      If the taking of part of the demised premises significantly
                  and adversely affects Tenant's use of the demised premises; or

         (b)      If the taking of part of the Land significantly and adversely
                  affects Tenant's use of the demised premises, whether or not
                  part of the demised premises are taken; or

         (c)      If restoration of the remainder of the demised premises and/or
                  the Land cannot in Landlord's opinion be completed within one
                  hundred eighty (180) days after the date possession is
                  required by the public authority; or (4) If Landlord's
                  condemnation Award is insufficient to complete the necessary
                  restoration; or

         (e)      If the taking (i.e., the date possession is required by the
                  public authority) occurs within the last year of the original
                  term of this Lease or nay extension of such term, provided,
                  however, that the Lease may not be terminated under this
                  Section if Tenant's option, if nay, to further extend the term
                  of this Lease is exercised within ten (10) days after Tenant
                  receives from Landlord the termination notice described above.

         Termination of this Lease pursuant to this Section shall be effective
         as of the later of the date possession is required by the public
         authority or sixty (60) days after Tenant receives the termination
         notice described above.

         All damages awarded for such taking shall belong to and be the property
         of the Landlord, whether such damages shall be awarded as compensation
         for diminution in value to the leasehold or to the fee of the demised
         premises and any improvements to the Premises made by, or paid for by,
         Landlord. Tenant shall be entitled to all damages awarded as
         compensation for its loss of business, trade fixtures and personal
         property. The amount received by Landlord which is allocable to the
         Demised premises shall be "Landlord's Condemnation Award".


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RULES AND REGULATIONS

13.      The rules and regulations set forth on Exhibit B attached hereto, and
         thereby made a part hereof, together with such other reasonable rules
         and regulations as Landlord shall made from time to time which are of
         uniform applicability to all tenants of the building of which the
         demised premises are a part, of which Tenant shall have received notice
         and do not unreasonably interfere with Tenant's occupancy, shall be
         binding upon Tenant and are hereby expressly made a part of this Lease.

QUIET ENJOYMENT

14.      Landlord warrants that Tenant, upon paying the rents hereinbefore
         provided and in performing each and every covenant hereof, shall
         peacefully and quietly hold, occupy and enjoy the demised premises
         throughout the term hereof, without molestation or hinderance by any
         person holding under or through Landlord.

SUBORDINATION

15.      Landlord (and its mortgagee(s)) reserves the right to subject and
         subordinate this Lease at all times to the lien of any mortgage(s) or
         ground or underlying lease(s) now or hereafter placed upon Landlord's
         interest in the demised premises or on the land and buildings of which
         the demised premises are a part, or upon any buildings hereafter placed
         upon the land parcel of which the demised premises are a part, and
         Tenant agrees upon request to execute an agreement subordinating its
         interest and/or attornment agreement to such mortgagees and lessors and
         appoints Landlord its attorney-in-fact to execute and deliver any such
         instruments; provided, however, that no default by Landlord under any
         such mortgage or ground lease shall affect Tenant's rights hereunder so
         long as Tenant shall not be in default.

         Tenant shall, from time to time, upon request by Landlord, execute,
         acknowledge and deliver to Landlord a written statement (to the extent
         that such statements are accurate) certifying that this Lease is
         unmodified and in full force and effect (or that the same is in full
         force and effect as modified, listing the instruments of modification),
         the dates to which rent and other charges have been paid that Landlord
         is not in default hereunder (or specifying the nature of any default(s)
         Tenant claims to exist at the time of such certification), and such
         other matters pertaining to this Lease and Tenant's occupancy of the
         Premises as Landlord may reasonably request, it being intended that any
         statement delivered pursuant to this Section may be relied upon by
         Landlord, a prospective purchaser or mortgagee of Landlord's interest
         or assignee of any mortgage upon Landlord's interest in the Building.
         Tenant shall not be entitled to withhold such statement on the basis of
         any claimed default by Landlord hereunder, nor on the basis of any
         delay in Tenant's occupancy or possession of the Premises nor of any
         unfinished work on or in connection with the Premises or the Building.


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NON-LIABILITY

16.      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 premises
         adjacent to or connected with the demised premises or any part of the
         building of which demised premises are a part or for any loss or damage
         resulting to Tenant or his property 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 excepting that
         caused by the negligence of the Landlord, his agents or employees and
         no such occurrence shall be deemed to be an actual or constructive
         eviction from the premises or result in an abatement of rental. 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 provided that the
         transferee assumes in writing all of the obligations of the Landlord
         under this Lease.

         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 from rents or
         other income from the Building receivable by Landlord, or from the
         consideration received by Landlord from 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 partners comprising the
         partnership which is the Landlord herein shall be liable for any
         deficiency.

NON-WAIVER

17.      One or more waivers of any covenant or condition by Landlord shall not
         be construed as a waiver of a subsequent breach of the same covenant or
         condition, and the consent or approval by Landlord to or of any act by
         Tenant requiring Landlord's consent or approval shall not be deemed to
         waive or render unnecessary Landlord's consent or approval to or of any
         subsequent similar act by Tenant.

BANKRUPTCY

18.      In the event the estate created hereby shall be taken in execution or
         by other process of law, or if Tenant shall be adjudicated insolvent or
         bankrupt pursuant to the provisions of any state or federal insolvency
         or bankruptcy law, or if a receiver or trustee of the property of
         Tenant shall be appointed, or if any assignment shall be made of
         Tenant's property for the benefit of creditors or if a petition shall
         be filed by or against Tenant seeking to have Tenant adjudicated
         insolvent or bankrupt pursuant to the provisions of any state or
         federal insolvency or bankruptcy law and such petition shall not be
         withdrawn and the proceedings dismissed within ninety (90) days after
         the filing of the petition, 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 pendency of such proceedings, or appeal from
         such order,


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<PAGE>   12

         or if the petition shall not 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.

LANDLORD'S REMEDIES

19.      (a)      In the event Tenant shall fail to pay the rent or any other
         obligation 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 five (5) days after receipt of
         such notice, Landlord shall, in addition to its other remedies provided
         by law, and in this Lease, have the remedies set forth in subparagraph
         (c) below.

         (b)      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 twenty (20) days after the receipt of such notice, or if the
         default is of such a character as to require more than twenty (20) days
         to cure, then if Tenant shall fail within said twenty (20) day period
         to commence and thereafter proceed diligently to cure such default,
         then and in either of such events, Landlord may (at its option and in
         addition to its other legal 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 subparagraph (a) above and shall
         be paid by Tenant with the next monthly installment of rent.

         (c)      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 provided in subparagraphs (a) and (b)
         above, or, if the premises are abandoned or vacated, then Landlord, in
         addition to its other remedies, shall have the immediate right of
         re-entry. Should Landlord elect to re-enter or take possession pursuant
         to legal proceedings or any notice provided for by law, Landlord may
         either terminate this Lease or from time to time, without terminating
         this Lease, 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
         premises; third, to the payment of rent due and unpaid hereunder; an
         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 the Tenant shall during each such month
         pay such deficiency to Landlord.

         (d)      In the event Landlord elects to terminate this Lease, then
         Landlord shall have the right to accelerate all of the Rent (both Base
         and Additional, to the extent determined) due hereunder for the balance
         of the term of the Lease and Tenant shall forthwith pay to Landlord
         upon demand, as liquidated damages, the deficiency between the amount
         of


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<PAGE>   13

         said accelerated Rent and either the proceeds of reletting for what
         would have been otherwise constituted the balance of the Lease Term of
         the reasonable rental value of the demised premises for such balance of
         the Lease Term if the demised premises are not relet by Landlord within
         thirty (30) days following the Termination Date. In computing such
         liquidated damages there shall be added to such deficiency any
         reasonably expenses incurred in connection with obtaining possession of
         and reletting the demised premises, whether such reletting is
         successful or not, which expenses, including, but are not limited to,
         attorneys fees, brokerage fees and expenses, advertising expenses,
         reasonable alterations and repairs to the demised premises, and
         inspection fees.

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

RELOCATION

20.      Landlord, with prior tenant approval upon sixty (60) days prior written
         notice to Tenant, may relocate Tenant to other space of approximately
         the same area in the building or other building in the development of
         which the premises are a part of this Lease shall thereupon be deemed
         amended by appropriate change in definition of the premises. The Rental
         for such space shall be the same per square foot as that for the
         original premises, except that in no event shall Tenant's basic monthly
         aggregate rent be increased by virtue of such relocation, over that
         which Tenant is then obligated to pay for its original premises. All
         expenses incurred in moving Tenant to the new space shall be borne by
         Landlord.

HOLDING OVER

21.      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 daily occupancy charge equal to seven
         (7) Percent of the monthly rental under Section 3 for the last lease
         year (plus all other charges payable by Tenant under this Lease) for
         each day from the expiration or termination of this Lease until the
         date the demised premises are delivered to Landlord in the condition
         required herein, and Landlord's right to damages for such illegal
         occupancy shall survive.

ENTIRE AGREEMENT

22.      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.


                                       13
<PAGE>   14


NOTICES

23.      Whenever under this Lease a provision is made for notice of any kind it
         shall be deemed sufficient notice and service thereof if such notice to
         Tenant is in writing addressed to Tenant at his last known post office
         address or at the demised premises, and deposited in the mail,
         certified or registered mail, with postage prepaid, and if such notice
         to Landlord is in writing addresses to the last known post office
         address for Landlord and deposited in the mail, certified or registered
         mail, with postage prepaid. Notice need be sent to only one Tenant or
         Landlord where Tenant or Landlord is more than one person.

SUCCESSORS

24.      This agreement shall inure to the benefit of and be binding upon the
         parties hereto, their respective heirs, administrators, executors,
         representatives, successors and assigns.

LANDLORD'S EASEMENTS

25.      Landlord shall have easements for, and the right to maintain, use and
         replace, existing pipes and conduits in and through the Demised
         premises for the benefit of Landlord and/or other tenants in the
         Building or Development. Landlord may enter the Demised premises for
         the purpose of maintaining and replacing such pipes, conduits, provided
         that, except in the event of an emergency, Landlord shall enter the
         Premises for such purposes only (a) upon reasonable written notice to
         Tenant, (b) at such times as may be approved by Tenant, and (c) in such
         a manner as to cause the minimum disruption to Tenant's employees and
         business activities on the Premises.

MEMORANDUM OF LEASE

26.      Neither party shall record this Lease or any portion thereof. However,
         Tenant may prepare, and Landlord will execute, a Memorandum of Lease in
         substantially the form attached hereto, and Tenant may record same at
         Tenant's expense.

MODIFICATION

27.      This Lease shall not be modified or amended except by a writing signed
         by Landlord and Tenant.

GUARANTEE

28.      Concurrent with the execution of this Lease, all shareholders of Tenant
         shall execute and deliver the Guarantee attached hereto as Exhibit "C."
         Furthermore, within ten (10) business days of the admission of any
         additional shareholder to the Tenant, such shareholder shall execute a
         Guarantee and the Tenant shall immediately deliver the original of such
         Guarantee to the Landlord.


                                       14
<PAGE>   15


APPLICABLE LAW

29.      This Lease shall be construed and enforced in accordance with the laws
         of the State of Michigan and shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and
         assigns.

INABILITY TO PERFORM

30.      If, by reason of the occurrence of unavoidable delays due to acts of
         God, governmental restrictions, strikes, labor disturbances, shortage
         of materials or supplies or for any other cause of 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 is unable to perform
         or make or is delayed in performing or making any installations,
         decorations, repairs, alterations, additions or improvements, required
         to be performed or made under this Lease, or is unable to fulfill or is
         delayed in fulfilling any of Landlord's other obligations under this
         Lease, 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.

SECURITY

31.      Upon the execution of this Lease, in addition to the sum stated in
         Section 3, Tenant has deposited with Landlord the sum of Four Thousand
         ($4,000.00) Dollars (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
         provisions 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,
         therefore 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 had 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 and after
         Tenant has vacated the demised premises. No trust relationship is
         created herein between Landlord and Tenant with respect to the Deposit.


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<PAGE>   16

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

WITNESSES                                   LANDLORD:
                                            CROWN OFFICE VILLAGE, L.L.C.,
                                            a Michigan limited liability company

-----------------------------               By:  s/ Richard A. Shapack
                                                 ---------------------
                                                 Richard A. Shapack
                                            Its: President


-----------------------------



                                            TENANT:
                                            BEACON EDUCATION
                                            MANAGEMENT MICHIGAN, INC.


------------------------------              By:  /s/ James W. McGonigle
                                                 ----------------------
                                                 Jim McGonigle
                                            Its: Chief Financial Officer

-----------------------------



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