Exhibit 10.3 - Office Building Lease Between Rontal Investment Company
               and Michigan Heritage Bancorp, Inc.




                            OFFICE BUILDING LEASE



                           *28270 Orchard Lake Road
                          Farmington Hills, Michigan

                          RONTAL INVESTMENT COMPANY,
                                 AS LANDLORD,

                                     AND

                          MICHIGAN HERITAGE BANCORP,
                                  AS TENANT


                            DATED: August 31, 1998




*Street number for above building lease was later changed from 28270 to 28300





                              TABLE OF CONTENTS

Section                                                Page
-------                                                ----

1.         Basic Lease Terms and Provisions...............1
2.         Premises.......................................1
3.         Term...........................................2
4.         Rent...........................................4
5.         Rent Adjustment................................5
6.         Character of Occupancy.........................9
7.         Services and Utilities........................10
8.         Quiet Enjoyment...............................11
9.         Maintenance and Repairs.......................11
10.        Alterations and Additions.....................12
11.        Entry by Landlord.............................13
12.        Construction Liens............................13
13.        Damage to Property, Injury to Persons.........14
14.        Insurance.....................................14
15.        Damage or Destruction to Building.............15
16.        Condemnation..................................16
17.        Assignment and Subletting.....................17
18.        Estoppel Certificate..........................17
19.        Default.......................................18
20.        Completion of Premises........................21
21.        Removal of Tenant's Property..................22
22.        Holding Over..................................22
23.        Parking Areas.................................22
24.        Surrender and Notice..........................22
25.        Acceptance of Premises by Tenant..............23
26.        Subordination and Attornment..................23
27.        Payments after Termination....................24
28.        Authorities for Action and Notice.............24
29.        Security Deposit..............................24
30.        Liability of Landlord.........................24
31.        Brokerage.....................................24
32.        Signage.......................................25
33.        Name of Building Project......................25
34.        Measurement of Premises.......................25
35.        Miscellaneous.................................25
36.        Governmental Approvals/Landlord ..............27
37.        Governmental Approvals/Tenant.................27
38.        Landlord's Warranty ..........................27

                                     (i)




                           28270 Orchard Lake Road
                          Farmington Hills, Michigan


                            OFFICE BUILDING LEASE


           THIS LEASE is made this 25 th day of August , 1998, between RONTAL
INVESTMENT COMPANY, a Michigan co-partnership, ("Landlord"), whose address is
13675 Plymouth Road, Detroit, Michigan 48227-3097 and MICHIGAN HERITAGE
BANCORP, a Michigan corporation ("Tenant"), whose address is 21211 Haggerty
Road, Novi, Michigan 48375.

           1.       Basic Lease Terms and Provisions:

                    The following is intended to summarize the principal
terms of this Lease, but is not intended to be all inclusive. In the event
that anything contained in this Section 1 conflicts with other provisions
hereinafter contained in this Lease, the latter shall be deemed to control in
the absence of express statements to the contrary.

                     A.        Building:  28270 Orchard Lake Road
                                      Farmington Hills, Michigan 48334

                     B.         Leased Premises: Suite No. 200 located on the
                               second (2nd) floor of the Building and
                               containing approximately 11,344 rentable
                               square feet. The term "rentable square feet"
                               is defined in Paragraph 34 of the Lease.

                     C.        Lease Term: Term of fifteen (15) years,
                               commencing upon July 1, 1999 ("Commencement
                               Date"), and terminating upon June 30, 2014
                               ("Termination Date").

                     D.        Base Rent:

                                                Monthly          Annually
                                                -------          --------

                               Years 1 -5       $20,797.33       $249,658.00

                               Years 6 - 10     $23,633.33       $283,600.00

                               Years 11 - 15    See Paragraph 3(c)



                     E.        Base Operating Expenses: $6.75 per rentable
                               square foot in the Building.

                     F.        Use:  General Office Purposes.

                     G.        Maximum Occupancy:  N/A.

                     H.        Security Deposit:  Intentionally Omitted.

                     I.        Broker:  N/A.

           2.        Premises:

                    Landlord hereby leases to Tenant those certain premises
designated on the Plans attached hereto as Exhibit "A" (the "Premises"), as
more particularly defined in subparagraph B of Paragraph 1 hereof, together
with a non-exclusive right, subject to the provisions hereof, to use all
appurtenances thereunto, including but not limited to, uncovered parking
areas and any other areas and facilities designated by Landlord for use in
common by tenants of the


                                                             Landlord: ______
                                                               Tenant: ______


                                      1




Building. The Building, real property on which the same is situated, parking
areas, other areas and appurtenances are hereinafter collectively sometimes
called the "Building Complex". This Lease is subject to the terms, covenants
and conditions set forth herein and Tenant and Landlord each covenant as a
material part of the consideration for this Lease to keep and perform each
and all of said terms, covenants and conditions by it to be kept and
performed and that this Lease is made upon the condition of such performance.
Subject to the provisions of Paragraph 23 below, Tenant hereby acknowledges
that portions of the covered parking areas may be designated by Landlord for
use by tenants of the Building on an exclusive basis and that certain
portions of the uncovered parking areas may be designated by Landlord for the
exclusive use by tenants or other occupants of the Building.

           3.        Term:

                     (a)       The term of this Lease shall be for the period
                               of years referred to in subparagraph C of
                               Paragraph 1 hereof (the "Primary Lease Term")
                               commencing at 12:01 a.m. on the Commencement
                               Date, and terminating at 12:00 midnight on
                               Termination Date, unless sooner terminated
                               pursuant to this Lease.

                     (b)       The Commencement Date shall be the first day
                               of the month after the date on which Landlord
                               has delivered possession of the Premises to
                               Tenant Ready for Occupancy, as said term is
                               defined in Paragraph 20(a) hereof; provided,
                               however, the Premises shall not be deemed
                               Ready for Occupancy by Tenant unless Landlord
                               has provided Tenant with written notice at
                               least thirty (30) days prior to the date on
                               which Landlord anticipates the Premises shall
                               be delivered. Except as provided below, in the
                               event Landlord fails to deliver the Premises
                               on the Commencement Date because the Premises
                               are not then ready for occupancy, 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 Premises and the Commencement
                               Date shall be postponed until such date as the
                               Premises are ready for Tenant's occupancy and
                               the Termination Date shall be postponed for a
                               like number of days. In the event of any such
                               postponement, the parties agree to enter into
                               a Supplement to Lease at the time that the
                               Commencement Date is determined. Such
                               Supplement to Lease shall stipulate the
                               Commencement Date and Termination Date of this
                               Lease.

                               Notwithstanding anything to the contrary
                               hereinabove contained, in the event that
                               Landlord shall fail to deliver the possession
                               of the Premises Ready for Occupancy on or
                               before July 1, 1999, then Tenant shall be
                               entitled to a credit against the first full
                               installment(s) of Base Rent due to Landlord
                               hereunder an amount equal to the actual excess
                               holdover charge incurred by Tenant in Tenant's
                               existing premises. Further, in the event
                               Landlord fails to deliver possession of the
                               Premises to Tenant pursuant to the provisions
                               of this Lease on or before September 30, 1999,
                               then Tenant shall have the right, upon written
                               notice to Landlord delivered by Tenant on or
                               before October 15, 1999, to terminate this
                               Lease. In the event Tenant exercises the
                               foregoing election to terminate this Lease,
                               then, upon receipt of said notice, this Lease
                               shall cease and terminate and the parties
                               shall be released of any and all further
                               obligations hereunder.

                               For the purposes of this subparagraph, Tenant
                               existing premises shall be deemed to be those
                               premises currently occupied by Tenant and
                               located at:

                               (i)        __________________________
                                          __________________________
                                          __________________________

                                                    and
                               (ii)       __________________________

                                                               Tenant: ______







                                      2



                                          __________________________
                                          __________________________


                               Tenant agrees to deliver to Landlord evidence
                               of the excess holdover costs actually incurred
                               by Tenant in its existing premises at the time
                               Tenant requests reimbursement of same from
                               Landlord pursuant to the foregoing. In
                               connection therewith, it is hereby agreed
                               that: (i) the existing premises shall be
                               deemed to contain, in the aggregate, not more
                               than 2,500 square feet; and (ii) Landlord
                               shall not be responsible for any portion of
                               excess holdover costs exceeding two hundred
                               (200%) percent of the rental cost prior to the
                               holdover period.


                     (c)       It is understood and agreed by Landlord and
                               Tenant that the rent to be paid by Tenant
                               during years eleven (11) through fifteen (15)
                               of the Primary Lease Term shall be the
                               "prevailing market rate" for similar space in
                               the Building and in substantially equivalent
                               buildings in the general neighborhood of the
                               Building. The parties agree to negotiate, in
                               good faith, such rental based on leases
                               executed during the one (1) year period prior
                               to the commencement of the eleventh (11th)
                               lease year. For the purpose hereof,
                               substantially equivalent buildings shall be
                               deemed to be the following buildings:

                                    [Weight Watchers], Orchard Lake Road,
                                        Farmington Hills, Michigan
                                    [Berry Center], Orchard Lake Road,
                                        Farmington Hills, Michigan
                                    [Mind],  Orchard Lake Road,
                                        Farmington Hills, Michigan

                               In no event, however, shall the rental to be
                               paid by Tenant during said years be less than
                               Twenty-Five Dollars ($25.00) per rentable
                               square foot, not more than Twenty-Seven
                               Dollars ($27.00) per rentable square foot.

                     (d)       Provided Tenant is not in default under the
                               terms of this Lease at the time that the
                               expansion options hereinafter provided are to
                               be effectuated, Landlord agrees to use its
                               best efforts to make available to Tenant
                               expansion premises, each of which contain
                               approximately 2,500 rentable square feet of
                               floor space, at or about the commencement date
                               of the sixth (6th) lease year (the "First
                               Expansion Option") and at or about the
                               commencement date of the eleventh (11th) lease
                               year (the "Second Expansion Option"). In the
                               event Landlord has vacant space in the
                               Building available at or about said times to
                               enable Tenant to utilize the Expansion
                               Options, Landlord shall notify Tenant in
                               writing at least six (6) months prior to the
                               expected delivery date of such space and
                               Tenant shall have the right within thirty (30)
                               days after receipt of notice of such
                               availability to advise Landlord of its
                               intention to lease the space defined in
                               Landlord's notice. In the event Tenant
                               exercises either the First Expansion Option or
                               the Second Expansion Option, the parties shall
                               negotiate, in good faith, the terms and
                               conditions of Tenant's occupancy of such space
                               and execute an amendment incorporating the
                               same under the terms and conditions of this
                               Lease not later than sixty (60) days after the
                               date of Tenant's notice evidencing its
                               intention to lease such space. Possession of
                               any such expansion space shall be delivered in
                               an "as is" condition, unless otherwise agreed
                               by the parties, except, in any event, Landlord
                               shall be responsible for any demolition work
                               necessary to accommodate the installation of
                               Tenant's improvements therein.

                               In the event Tenant fails to exercise its
                               right to occupy the space covered by the First
                               Expansion Option or the Second Expansion
                               Option or, having exercised same, the parties
                               are unable to agree upon the terms and
                               conditions of Tenant's occupancy of same, then
                               the rights granted herein to Tenant, with
                               respect to the applicable

                                                               Tenant: ______


                                      3



                               space, shall cease and terminate and Landlord
                               shall be authorized to lease said space to a
                               third (3rd) party without any further right of
                               Tenant therein.

                     (e)       In the event that any portion of the second
                               (2nd) floor of the Building contiguous to the
                               Premises shall become available for occupancy
                               after the initial occupancy thereof by a third
                               party, then Landlord shall notify Tenant as to
                               the availability of same and Tenant shall have
                               ten (10) days after receipt of such notice to
                               advise Landlord as to its interest in entering
                               into a lease agreement covering such space. In
                               the event Tenant elects to lease such space
                               designated in Landlord's notice, the parties
                               shall have thirty (30) days after the date of
                               Tenant's positive response during which to
                               agree upon the terms and conditions of
                               Tenant's occupancy of such space, which terms
                               and conditions shall be based upon the then
                               prevailing market rate for the Building. In
                               the event Tenant fails to notify Landlord of
                               its interest in such space within the
                               appropriate time period after Landlord's
                               notification or, after having notified
                               Landlord of such interest, the parties are
                               unable to reach a mutually satisfactory
                               agreement regarding Tenant's occupancy of same
                               within fifteen (15) days after submission by
                               Landlord of a lease agreement containing the
                               terms and conditions agreed upon by the
                               parties, Landlord shall have the right to
                               lease such space to any other party.

                     (f)       Provided Tenant is not in default under the
                               terms of this Lease at the time that the
                               option hereinafter granted is exercisable or
                               is to commence and Tenant has not assigned its
                               interest under this Lease (except for a
                               subsidiary or affiliate of Tenant), Tenant
                               shall have the right to extend the term of
                               this Lease for an additional period of five
                               (5) years (the "Renewal Term") on the same
                               terms and conditions contained in this Lease,
                               except for the increase in Base Rent as
                               hereinafter provided. Written notice of an
                               election by Tenant to extend the term of this
                               Lease must be delivered to Landlord by
                               certified mail, return receipt requested, at
                               least three hundred (300) days prior to the
                               commencement date of the Renewal Term, but not
                               more than three hundred sixty-five (365) days
                               prior to such commencement date. In the event
                               the option hereinabove provided is not
                               exercised within and in the manner herein
                               provided, then the same shall expire and be of
                               no further force or effect so long as Landlord
                               has given Tenant written notice at least four
                               hundred (400) days prior to the commencement
                               date of the applicable Renewal Term.

                               In the event Tenant exercises the option to
                               extend the term of this Lease, as hereinabove
                               set forth, the Base Rent to be paid by Tenant
                               during the Renewal Term shall be the product
                               obtained by multiplying the total number of
                               rentable square feet then occupied by Tenant
                               in the Building by Thirty-Two Dollars
                               ($32.00).


           4.        Rent:

                     Tenant shall pay to Landlord, as Base Rent for the
Premises, the rental set forth in subparagraph D of Paragraph 1 hereof. All
rent shall be payable on the first day of each calendar month during the term
hereof. All such rent shall be paid in advance without deduction or offset at
the office of Landlord or to such other person or at such other place as
Landlord may designate in writing.

                     In the event Tenant shall fail to pay, within five (5)
days after the same is due and payable, any installment of the Base Rent or
any additional rent to be paid by Tenant to Landlord under the terms of this
Lease, then such unpaid amounts shall bear interest from the due date thereof
to the date of payment at the rate of ten percent (10%) per annum. In any
event, however, Tenant shall be charged a service charge with respect to each
monthly installment of rental not received by the fifth (5th) day of the
calendar month for which said installment is due. Such service charge shall
reimburse Landlord for the additional administrative expenses incurred by
Landlord in connection with the collection of such late installment of
monthly rental. The service charge shall be Twenty


                                                               Tenant: ______

                                      4








and 00/100ths Dollars ($20.00) for any rental not paid by the fifth (5th) day
of the month and Fifty and 00/100ths Dollars ($50.00) for any rental not paid
by the fifteenth (15th) day of such month.

           5.        Rent Adjustment:

                     (a) The following terms shall have the following
meanings with respect to the provisions of this Paragraph 5:

                               (1)        "Base Operating Expenses" shall
                                          mean the amount set forth in
                                          subparagraph E of Paragraph 1 of
                                          this Lease.

                               (2)        "Tenant's Pro Rata Share" shall
                                          mean that proportion of any
                                          increase in Operating Expenses (as
                                          hereinafter defined) for any
                                          calendar year over the Base
                                          Operating Expenses as the total
                                          number of rentable square feet of
                                          the Premises compares to the total
                                          number of rentable square feet in
                                          the Building. At such time, if
                                          ever, any space is added to the
                                          Premises pursuant to the terms of
                                          this Lease, Tenant's Pro Rata Share
                                          shall be increased by the
                                          percentage calculated by dividing
                                          the number of additional rentable
                                          square feet by the total number of
                                          rentable square feet in the
                                          Building.

                               (3)        "Operating Expenses" shall:


                                                               Tenant: ______

                                      5





                                          A. Mean all reasonable operating
                                          expenses of any kind or nature with
                                          respect to the Building Complex as
                                          determined in accordance with
                                          industry standards and shall
                                          include, but not be limited to, all
                                          general and special real estate or
                                          ad valorem taxes or special
                                          assessments levied against the
                                          Building Complex by the State of
                                          Michigan or any instrumentality
                                          thereof or any taxes or assessments
                                          which shall be levied on the
                                          Building Complex in lieu of or in
                                          addition to all or any portion of
                                          any such real estate taxes or
                                          assessments, or which shall be
                                          levied on the rentals of the
                                          Building Complex (other than net
                                          income taxes), but in this case,
                                          the computation shall be made as if
                                          this were Landlord's only building,
                                          or which shall be levied on
                                          Landlord as a result of the use,
                                          ownership or operation of the
                                          Building Complex; the cost of
                                          Building Complex supplies; costs
                                          incurred in connection with all
                                          energy sources for the common areas
                                          of the Building Complex such as
                                          propane, butane, natural gas,
                                          steam, electricity, solar energy
                                          and fuel oil; the costs of water
                                          and sewer services; janitorial
                                          services; general maintenance and
                                          normal repair of the Building
                                          Complex, including the heating and
                                          air conditioning systems of the
                                          Building Complex; landscaping
                                          maintenance; maintenance, repair,
                                          striping and replacement of all
                                          parking areas furnished by Landlord
                                          for use by tenants of the Building;
                                          the cost of rubbish removal, snow
                                          removal and service contracts for
                                          the elevator, HVAC and alarm
                                          systems of the Building Complex;
                                          the cost of such security guard and
                                          protection services as may be
                                          deemed reasonably necessary by
                                          Landlord; insurance in amounts and
                                          coverage determined by Landlord,
                                          including fire and extended
                                          coverage, rental interruption,
                                          sprinkler leakage, plate glass and
                                          public liability insurance (but
                                          Tenant shall have no interest in
                                          such insurance or the proceeds
                                          thereof); labor costs incurred in
                                          the operation and maintenance of
                                          the Building Complex, including
                                          wages and other payments, costs to
                                          Landlord of Workmen's Compensation
                                          and disability insurance; payroll
                                          taxes, and welfare benefits;
                                          professional building management
                                          fees; legal, accounting, inspection
                                          and consultation fees incurred in
                                          connection with the Building
                                          Complex solely to the extent
                                          required by any governmental
                                          authority or any other inspection
                                          or consultation fees required for
                                          the normal prudent operation of the
                                          Building Complex and not normally
                                          the responsibility of the managing
                                          agent; the cost of any capital
                                          improvements to the Building
                                          Complex of a repair or replacement
                                          nature only, which costs shall be
                                          amortized over the useful life of
                                          the capital improvement (as
                                          designated by Internal Revenue
                                          Service regulations and
                                          guidelines); the cost of obtaining
                                          an extended roof warranty for the
                                          period between the eleventh (11th)
                                          and fifteenth (15th) years of the
                                          Primary Lease Term inspection and
                                          consultation fees for professional
                                          roof inspections to be conducted by
                                          Landlord; all other common area
                                          costs and expenses relating to the
                                          Building Complex and all other
                                          charges properly allocable to the
                                          repair, operation and maintenance
                                          of the Building Complex in
                                          accordance with generally accepted
                                          accounting principles. If the
                                          Building is not fully occupied
                                          during any calendar year, those
                                          components of Operating Expenses
                                          for such year which vary according
                                          to the level of occupancy shall be
                                          adjusted to reflect the greater of:
                                          (a) actual occupancy; or (b) a 95
                                          percent (95%) occupancy of the
                                          Building. If Landlord selects an
                                          accrual accounting basis for
                                          calculating Operating Expenses,
                                          Operating Expenses shall be deemed
                                          to have been paid when such
                                          expenses have accrued in accordance
                                          with generally accepted accounting
                                          principles.

                                          B. Expressly exclude Landlord's
                                          income taxes, Single Business



                                                               Tenant: ______

                                      6








                                          Tax or any gross receipt tax;
                                          leasing commissions, interest on
                                          debt or amortization payments on
                                          any mortgages or deeds of trust and
                                          rental under any ground or
                                          underlying leases or lease; any
                                          costs or expenses which are
                                          incurred in connection with, or for
                                          the benefit of, any specific
                                          tenant; advertising and promotional
                                          expenditures; the cost of any
                                          repairs to the extent of any
                                          insurance proceeds recovered by
                                          Landlord with respect thereto; and
                                          any other expense which under
                                          generally accepted accounting
                                          principles would not be considered
                                          a normal maintenance or operating
                                          expense, except as otherwise
                                          specifically provided herein.

                                          C. Expressly exclude, in addition,
                                          any costs relating to the repair or
                                          maintenance of the roof or outer
                                          walls of the Building. Any cost
                                          incurred in replacing the parking
                                          areas of the Building Complex
                                          during the ten (10) year period
                                          subsequent to the Commencement Date
                                          shall also be excluded. In the
                                          event Landlord shall make a capital
                                          expenditure, including, but not
                                          limited to, the replacement of said
                                          parking areas at any time
                                          subsequent to said tenth (10th)
                                          anniversary date, then the cost(s)
                                          thereof shall be amortized over the
                                          useful life for such replacement
                                          (as determined by Landlord's
                                          independent certified public
                                          accountant) and the proportionate
                                          share of such cost allocable to any
                                          year subsequent to the performance
                                          of such replacement shall be
                                          included in the Operating Expenses
                                          during each subsequent year during
                                          the balance of the Primary Lease
                                          Term and any Renewal Term.

                     (b)       It is hereby agreed that during each calendar
                               year of the term hereof, Tenant shall pay to
                               Landlord Tenant's Pro Rata Share of the amount
                               of any excess Operating Expenses over Tenant's
                               Pro Rata Share of the Base Operating Expenses.
                               Beginning with the first calendar year in
                               which this Lease commences, the monthly rent
                               to be paid by Tenant to Landlord shall be
                               increased by an amount equal to 1/12th of the
                               estimated increase, if any, in Tenant's Pro
                               Rata Share of the Operating Expenses for each
                               calendar year over Tenant's Pro Rata Share of
                               the Base Operating Expenses, with an
                               adjustment to be made between the parties at a
                               later date as hereinafter provided. However,
                               in computing the increases in the monthly
                               rental for Tenant's Pro Rata Share of the
                               Operating Expenses for any calendar year based
                               upon the estimated increase thereof, there
                               shall be taken into account any prior
                               increases in the monthly rent attributable to
                               Tenant's Pro Rata Share of the estimated
                               increases in such Operating Expenses. As soon
                               as practicable following the end of each
                               calendar year during the term of this Lease,
                               [but in no event later than ninety (90) days
                               thereafter], Landlord shall submit to Tenant a
                               statement setting forth the exact amount of
                               the increase, if any, in Tenant's Pro Rata
                               Share of the Operating Expenses for the
                               calendar year just completed over Tenant's Pro
                               Rata Share of the Base Operating Expenses, and
                               the difference, if any, between Tenant's
                               actual Pro Rata Share of the Operating
                               Expenses for the calendar year just completed
                               and the estimated amount of Tenant's Pro Rata
                               Share of the Operating Expenses (on which its
                               rent was based) for such year. Prior to the
                               end of each calendar year during the term
                               hereof, Landlord shall submit to Tenant a
                               statement setting forth the amount reasonably
                               estimated by Landlord as the increase, if any,
                               in the Base Operating Expenses for the
                               subsequent year and the amount of the
                               increased monthly rent to be paid by Tenant
                               for such subsequent year computed in
                               accordance with the foregoing provisions. It
                               is to be understood and agreed that all
                               estimating provisions as referenced above
                               shall be computed on the basis of the
                               Operating Expenses being adjusted as if the
                               Building were not less than 95 percent (95%)
                               occupied. To the extent that Tenant's Pro Rata
                               Share of the actual Operating Expenses for the
                               period covered by such statement is different
                               from the estimated increases upon which


                                                               Tenant: ______

                                      7




                               Tenant paid rent during the calendar year just
                               completed, Landlord shall pay to Tenant, or
                               Tenant shall pay to Landlord, as the case may
                               be, the difference within thirty (30) days
                               following receipt of said statement from
                               Landlord, but in no event shall such statement
                               be submitted later than ninety (90) days after
                               the end of the calendar year. In addition,
                               with respect to the monthly rent, until Tenant
                               receives such statement, Tenant's monthly rent
                               for the new calendar year shall continue to be
                               paid at the then current rate, but Tenant
                               shall commence payment to Landlord of the
                               monthly installments of rent on the basis of
                               the statement beginning on the first day of
                               the month following the month in which Tenant
                               receives such statement. Moreover, Tenant
                               shall pay to Landlord, or shall receive a
                               credit against the next installment due
                               hereunder, as the case may be, on the date
                               required for the first payment of rent as
                               adjusted, the difference, if any, between the
                               monthly installments of rent so adjusted and
                               the monthly installments of rent actually paid
                               during the new calendar year. In no event
                               shall any adjustment hereunder result in a
                               decrease in the Base Rent or additional rent
                               payable pursuant to any other provision of
                               this Lease (except escalation pursuant to this
                               Paragraph 5), it being agreed that the
                               payments under this Paragraph 5 are an
                               obligation supplemental to Tenant's obligation
                               to pay the Base Rent.

                     (c)       If Tenant occupies the Premises for less than
                               a full calendar year during the first or last
                               calendar years of the term hereof, Tenant's
                               Pro Rata Share for such partial year shall be
                               calculated by proportionately reducing the
                               Base Operating Expenses to reflect the number
                               of months in such year during which Tenant
                               occupied the Premises (the "Adjusted Base
                               Operating Expenses"). The Adjusted Base
                               Operating Expenses shall then be compared with
                               the actual Operating expenses for said partial
                               year to determine the amount, if any, of any
                               increases in the actual Operating Expenses for
                               such partial year over the Adjusted Base
                               Operating Expenses. Tenant shall pay its Pro
                               Rata Share of any such increases within thirty
                               (30) days following receipt of notice thereof.

                     (d)       Landlord's failure during the Lease term to
                               prepare and deliver any statements or bills,
                               or Landlord's failure to make a demand under
                               this Paragraph or under any other provision of
                               this Lease shall not in any way be deemed to
                               be a waiver of, or cause Landlord to forfeit
                               or surrender, its rights to collect any items
                               of additional rent which may have become due
                               pursuant to this Paragraph during the term of
                               this Lease, except as otherwise specifically
                               set forth in this Lease and provided that if
                               such failure shall exist for more than twelve
                               (12) months, Landlord shall be deemed to have
                               waived any claim therefor. Tenant's liability
                               for all additional rent due under this
                               Paragraph 5 shall survive the expiration or
                               earlier termination of this Lease.

                     (e)       Statements required hereunder shall be in
                               reasonable detail identifying the amount and
                               nature of the estimates, and/or the final
                               accounting calculations. Tenant shall have the
                               right to request an audit of Landlord's books
                               and records relating to Operating Expenses, at
                               its expense. If there is a dispute arising out
                               of Landlord's calculations, Landlord shall
                               make copies of its records available to
                               Tenant. (Any dispute not resolved between the
                               parties shall be submitted to binding
                               arbitration.

                     (f)       Notwithstanding anything to the contrary
                               contained in this Paragraph 5, in no event
                               shall Tenant be responsible for the payment of
                               Tenant's Pro Rata Share of any Operating
                               Expenses allocable to the calendar year of
                               1999.

                               Thereafter, commencing with Tenant's Pro Rata
                               Share for the calendar year 2000 and
                               continuing throughout the balance of the
                               Primary Lease Term and any Renewal Term,
                               Landlord agrees that


                                                               Tenant: ______

                                      8




                               those components of Operating Expenses,
                               exclusive of real estate taxes, utility
                               charges, insurance premiums, and capital
                               expenditures permitted to be amortized
                               pursuant to Paragraph 5(a)C. above, shall not
                               exceed one hundred five percent (105%) of the
                               Operating Expenses, on a cumulative basis, for
                               the same components incurred during the
                               preceding calendar year.

           6.        Character of Occupancy:

                     (a)       The Premises are to be used only for those
                               purposes set forth in subparagraph F of
                               Paragraph 1 hereof and any other incidental
                               use which is legally permitted and is not
                               inconsistent with the character and type of
                               tenancy found in first-class office buildings
                               in the Detroit, Michigan Metropolitan Area.
                               The parties hereto agree that Tenant shall
                               have the right to install a drive-up window
                               and ATM machine (or in a kiosk in the parking
                               lot) at the Premises so long as Landlord can
                               obtain all required municipal approvals
                               therefor, which Landlord shall undertake to
                               obtain as part of the overall approval
                               process. The design and location of any kiosk
                               shall be subject to the reasonable approval of
                               Landlord. Tenant shall maintain and repair, at
                               Tenant's sole expense, any such kiosk. Tenant
                               shall also, at Tenant's expense, remove the
                               kiosk at the expiration of the lease term and
                               repair any damage to the parking lot caused by
                               such removal. The parties hereto further agree
                               that the Premises may only be occupied by the
                               maximum number of persons stipulated in
                               subparagraph G of Paragraph 1 hereof and in
                               the event of any violation of such provision,
                               Tenant agrees, upon notice from Landlord, to
                               reduce the number of persons occupying the
                               Premises to the maximum number set forth
                               therein.

                     (b)       Tenant shall not suffer nor permit the
                               Premises nor any part thereof to be used in
                               any manner, nor anything to be done therein,
                               nor suffer or permit anything to be brought
                               into or kept therein, which would in any way
                               (i) make void or voidable any fire or
                               liability insurance policy then in force with
                               respect to the Building; (ii) make
                               unobtainable from reputable insurance
                               companies authorized to do business in
                               Michigan any fire insurance with extended
                               coverage, or liability, elevator, boiler or
                               other insurance required to be furnished by
                               Landlord under the terms of any lease or
                               mortgage to which this Lease is subordinate at
                               standard rates provided Tenant is not deprived
                               of its intended use of the Premises; (iii)
                               cause or in Landlord's reasonable opinion be
                               likely to cause physical damage to the
                               Building or any part thereof; (iv) constitute
                               a public or private nuisance; (v) impair, in
                               the reasonable opinion of Landlord, the
                               appearance, character or reputation of the
                               Building; (vi) discharge objectionable fumes,
                               vapors or odors into the Building air
                               conditioning system or into the Building flues
                               or vents not designed to receive them or
                               otherwise in such manner as may unreasonably
                               offend other occupants; (vii) impair or
                               interfere with any of the Building services or
                               impair or interfere with or tend to impair or
                               interfere with the use of any of the other
                               areas of the Building by, or occasion
                               discomfort, or annoyance to Landlord or any of
                               the other tenants or occupants of the
                               Building, any such impairment or interference
                               to be in the reasonable judgment of Landlord;
                               (viii) increase on an ongoing periodic basis
                               the pedestrian traffic in and out of the
                               Premises or the Building above an ordinary
                               level; (ix) constitute waste; or (x) make any
                               noise or set up any vibration which will
                               disturb other tenants, except in the course of
                               permitted repairs or alterations.

                     (c)       Tenant shall not use the Premises nor permit
                               anything to be done in or about the Premises
                               which will in any way conflict with any law,
                               statute, ordinance or governmental rule or
                               regulation now in force or which may hereafter
                               be enacted or promulgated. Tenant shall give
                               prompt notice to Landlord of any notice it
                               receives of the violation of any law or
                               requirement of any public authority with
                               respect to the Premises or the use or
                               occupation thereof. Landlord shall give prompt



                                                               Tenant: ______

                                      9





                               notice to Tenant of any notice it receives
                               relative to the violation by Tenant of any law
                               or requirement of any public authority with
                               respect to the Premises or the use or
                               occupation thereof.

           7.        Services and Utilities:

                     (a)       Landlord agrees, without charge except as
                               provided herein, and in accordance with
                               standards reasonably established from time to
                               time prevailing for office buildings in the
                               Metropolitan Detroit Area, to furnish water to
                               the Building for use in lavatories and
                               drinking fountains (and to the Premises if the
                               plans for the Premises so provide); during the
                               hours from 8:00 a.m. to 6:00 p.m. on Monday
                               through Friday and 8:00 a.m. to 1:00 p.m. on
                               Saturday, (excluding holidays) to furnish such
                               heated or cooled air to the Premises as may,
                               in the judgment of Landlord, be reasonably
                               required for the comfortable use and occupancy
                               of the Premises provided that Tenant complies
                               with the recommendations of Landlord's
                               engineer regarding occupancy and use of the
                               Premises; to provide janitorial services for
                               the Premises (including such interior and
                               exterior window washing as may be determined
                               by Landlord but no less frequently than two
                               (2) times per year), such janitorial services
                               to be provided after 6:00 p.m. five (5) days a
                               week or Monday through Friday (excluding legal
                               holidays); during ordinary business hours to
                               cause electric current to be supplied for
                               lighting the public portions of the Building
                               or Building Complex; and to furnish such snow
                               removal services to the Building Complex as
                               may, in the judgment of Landlord, be
                               reasonably required for safe access to the
                               Building Complex.

                               Landlord agrees to maintain the Building at a
                               habitable level at all times and Tenant will
                               have the ability to override the system to
                               provide, at Tenant's cost, for HVAC before or
                               after Building standard hours.

                     (b)       Tenant hereby agrees to pay all charges with
                               respect to electrical services furnished to or
                               used within the Premises. Landlord agrees to
                               provide and install appropriate meters at the
                               Premises for measuring Tenant's consumption of
                               electricity as part of Landlord's construction
                               work pursuant to Paragraph 20 (a) hereof.
                               Tenant shall pay all such charges for
                               electricity within ten (10) days after the
                               date of submission of a monthly statement to
                               Tenant. Charges for electricity shall be at
                               the same rates, terms and conditions as rates,
                               terms and conditions for comparable services
                               from The Detroit Edison Company.

                     (c)       If Tenant requires water in excess of that
                               usually furnished or supplied for use in the
                               Premises as general office space, Tenant shall
                               first procure the consent of Landlord for the
                               use thereof. Tenant agrees to pay to Landlord
                               such amounts as Landlord reasonably determines
                               are necessary to cover the costs of such
                               increased use of water, including any cost
                               incurred in connection with the installation
                               of a meter required to measure such use.

                     (d)       Tenant agrees that Landlord shall not be
                               liable for failure to supply any heating, air
                               conditioning, elevator, electrical,
                               janitorial, lighting or other services during
                               any period when Landlord uses reasonable
                               diligence to supply such services, or during
                               any period Landlord is required to reduce or
                               curtail such services pursuant to any
                               applicable laws, rules or regulations, now or
                               hereafter in force or effect, it being
                               understood that Landlord may discontinue,
                               reduce or curtail such services, or any of
                               them (either temporarily or permanently), at
                               such times as it may be necessary by reason of
                               accident, unavailability of employees,
                               repairs, alterations, improvements, strikes,
                               lockouts, riots, acts of God, application of
                               applicable laws, statutes, rules and
                               regulations, or due to any other happening
                               beyond the control of Landlord. In the event
                               of any such interruption, reduction or
                               discontinuance of Landlord's services (either
                               temporary or permanent), Landlord shall not be
                               liable for damages to persons or


                                                               Tenant: ______

                                      10




                               property as a result thereof, except for
                               damage relating solely to its negligence, nor
                               shall the occurrence of any such event in any
                               way be construed as an eviction of Tenant or
                               cause or permit an abatement, reduction or
                               setoff of rent, or operate to release Tenant
                               from any of Tenant's obligations hereunder.

                               Anything in this Lease to the contrary
                               notwithstanding, if the stoppage of services
                               which Landlord is obligated to provide for
                               Tenant causes any portion of the Premises to
                               become unusable by Tenant or access to the
                               Premises is barred thereby for more than three
                               (3) consecutive days, then and in that event,
                               Tenant shall be entitled to a pro rata
                               abatement of rent as to such unusable portion
                               of Premises commencing with the fourth (4th)
                               day that the same are unusable; provided;
                               however, that Tenant shall not be entitled to
                               any abatement of rent due to unusability: (a)
                               caused by any act or omission of Tenant or any
                               of Tenant's servants, employees, agents,
                               visitors or licensees; or (b) where Tenant
                               requests Landlord to make a decoration,
                               alteration, improvement or addition; or (c)
                               where the repair in question or the services
                               in question are those which Tenant is
                               obligated to make or furnish under any of the
                               provisions of this Lease.

                     (e)       Whenever heat generating machines or equipment
                               are used by Tenant in the Premises which
                               affect the temperature otherwise maintained by
                               the air conditioning system, Landlord reserves
                               the right to install supplementary air
                               conditioning units in the Premises in the
                               event Landlord's independent consulting
                               engineer determines same are reasonably
                               necessary as a result of Tenant's use of
                               lights or equipment which generate heat loads
                               in excess of those for which the HVAC system
                               is designed and the cost therefor, including
                               the cost of installation, operation and
                               maintenance thereof, shall be paid by Tenant
                               to Landlord upon demand by Landlord.

           8.        Quiet Enjoyment:

                     Landlord warrants and agrees to defend Tenant in the
quiet enjoyment and possession of the Premises during the term of this Lease
so long as Tenant complies with the provisions hereof. In the event of any
transfer or transfers of Landlord's interest in the Premises or in the real
property which is inclusive of the Premises other than a transfer for
security purposes only, the transferor shall be automatically relieved of any
and all obligations and liabilities on the part of Landlord accruing from and
after the date of such transfer other than the obligation to refund any
security deposits, rebates, operating expenses or other payments or damages
for which Landlord was liable or for which a claim arose during its period of
ownership.

           9.        Maintenance and Repairs:

                     (a)       Landlord agrees to maintain the Building and
                               Building Complex in a first class condition
                               consistent with the standards therefor set by
                               similar type buildings located in the same
                               general area as the Building. Landlord shall
                               make all necessary repairs and replacements to
                               the non-leasable areas of the Building, to the
                               heating, air conditioning and electrical
                               systems located in the Building, and to the
                               common areas, including parking areas, and
                               Landlord shall also make all repairs to the
                               Premises which are structural in nature;
                               provided, however, that Tenant shall make all
                               repairs and replacements arising from its act,
                               neglect or default and that of its agents,
                               servants and employees.

                               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
                               Premises or of the Building (unless the same
                               result from Tenant's act, neglect, default or
                               mode of operation in which event Tenant shall
                               make all such repairs, alterations and
                               improvements), then the same 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


                                                               Tenant: ______

                                      11




                               of the Premises, such interference shall not
                               relieve Tenant from the performance of its
                               obligations hereunder.

                     (b)       Tenant, at Tenant's sole cost and expense,
                               except for services furnished by Landlord
                               pursuant to Paragraph 7 hereof, shall maintain
                               the Premises in good order, condition and
                               repair, reasonable wear and tear excepted; and
                               to the extent such items exceed Building
                               standards, plumbing pipes, electrical wiring,
                               switches, fixtures and other special items
                               subject to the provisions of Paragraph 15. In
                               the event Tenant fails to maintain the
                               Premises in good order, condition and repair,
                               Landlord shall give Tenant detailed written
                               notice to do such acts as are reasonably
                               required to so maintain the Premises. In the
                               event Tenant fails to promptly commence such
                               work and diligently prosecute it to
                               completion, then Landlord shall have the
                               right, but shall not be required, to do such
                               acts and expend such funds at the expense of
                               Tenant as are reasonably required to perform
                               such work. Landlord shall have no liability to
                               Tenant for any damage, inconvenience or
                               interference with the use of the Premises by
                               Tenant as a result of performing any such
                               work, other than liability for the gross
                               negligence and wilful misconduct of Landlord,
                               its agents or employees.

                     (c)       Landlord and Tenant shall each do all acts
                               required to comply with all applicable laws,
                               ordinances, regulations and rules of any
                               public authority relating to their respective
                               maintenance obligations as set forth herein.

           10.       Alterations and Additions:

                     (a)       Tenant shall make no alterations, additions or
                               improvements to the Premises or any part
                               thereof without obtaining the prior written
                               consent of Landlord, which shall consent not
                               be unreasonably withheld. Landlord may impose,
                               as a condition to the aforesaid consent, such
                               requirements as Landlord may deem necessary in
                               its reasonable judgment, including without
                               limitation the manner in which the work is
                               done, a right to require Tenant to use
                               Landlord's contractor and the times during
                               which it is to be accomplished. Tenant further
                               agrees not to connect with Building systems,
                               including electric wires, water pipes, fire
                               safety and mechanical systems, any apparatus,
                               machinery or device without the prior written
                               consent of Landlord.

                     (b)       All alterations and additions to the Premises
                               (whether performed with or without Landlord's
                               consent as provided herein), shall be deemed a
                               part of the real estate and the property of
                               Landlord and shall remain upon and be
                               surrendered with the Premises as a part
                               thereof without molestation, disturbance or
                               injury at the end of said term, whether by
                               lapse of time or otherwise, unless Landlord,
                               by notice given to Tenant no later than
                               fifteen (15) days after Tenant's written
                               request to install any alterations, additions
                               or improvements after the completion of the
                               initial improvements to the Premises by
                               Landlord, shall require Tenant to remove all
                               or any of such alterations or additions
                               (excluding standard Tenant finish work and
                               non-movable office walls), and in such event,
                               Tenant shall promptly remove, at its sole cost
                               and expense, such alterations and additions
                               and restore the Premises to the condition in
                               which the Premises were prior to the making of
                               the same, reasonable wear and tear excepted.
                               Any such removal, whether required or
                               permitted by Landlord, shall be at Tenant's
                               sole cost and expense, and Tenant shall
                               restore the Premises to the condition in which
                               the Premises were prior to the making of the
                               same, reasonable wear and tear excepted. All
                               movable partitions, trade fixtures, machines
                               and equipment which are installed in the
                               Premises by or for the account of Tenant,
                               without expense to Landlord, and can be
                               removed without permanent structural damage to
                               or defacement of the Building or the Premises,
                               and all furniture, furnishings and other
                               articles of personal property owned by Tenant


                                                               Tenant: ______

                                      12



<PAGE>
                               and located in the Premises (all of which are
                               herein called "Tenant's Property"), shall be
                               and remain the property of Tenant and may be
                               removed by it at any time during the term of
                               this Lease. However, if any of Tenant's
                               Property is removed, Tenant shall repair or
                               pay the cost of repairing any damage to the
                               Building or the Premises resulting from such
                               removal. All additions or improvements which
                               are to be surrendered with the Premises shall
                               be surrendered with the Premises, as a part
                               thereof, at the end of the term or the earlier
                               termination of this Lease.

                     (c)       If Landlord authorizes persons requested by
                               Tenant to perform any alterations, repairs,
                               modifications or additions to the Premises,
                               then prior to the commencement of any such
                               work, Tenant shall on request of Landlord
                               deliver to Landlord certificates issued by
                               insurance companies qualified to do business
                               in the State of Michigan evidencing that
                               Workmen's Compensation, public liability
                               insurance and property damage insurance, all
                               in amounts, with companies and on forms
                               reasonably satisfactory to Landlord, are in
                               force and effect and maintained by all such
                               contractors and subcontractors engaged by
                               Tenant to perform such work. All such policies
                               shall name Landlord as an additional insured.
                               Each such certificate shall provide that the
                               same may not be cancelled or modified without
                               thirty (30) days prior written notice to
                               Landlord.

                     (d)       Tenant, at its sole cost and expense, shall
                               cause any permitted alterations, decorations,
                               installations, additions or improvements in or
                               about the Premises to be performed in
                               compliance with all applicable requirements of
                               insurance bodies having jurisdiction, and in
                               such manner as not to interfere with, delay,
                               or impose any additional expense upon Landlord
                               in the construction, maintenance or operation
                               of the Building, and so as to maintain
                               harmonious labor relations in the Building.

           11.       Entry by Landlord:

                     Landlord and its agents shall have the right to enter
the Premises at all reasonable times during normal business hours, and upon
reasonable notice [at least twenty-four (24) hours prior to proposed entry,
except in the event of emergency] for the purpose of examining or inspecting
the same, to supply any services to be provided by Landlord for Tenant
hereunder, to show the same to prospective purchasers of the Building, to
make such alterations, repairs, improvements or additions to the Premises or
to the Building of which they are a part as Landlord may deem necessary, and
to show the same to prospective tenants of the Premises (provided that in the
event of a bona fide emergency, Landlord may enter the Premises without
advance notice solely for the purpose of taking emergency action). Landlord
may for the purpose of supplying scheduled janitorial services, enter the
Premises by means of a master key without liability to Tenant and without
affecting this Lease.

           12.       Construction Liens:

                     Tenant shall pay or cause to be paid all costs for work
done by Tenant or caused to be done by Tenant on the Premises of a character
which will or may result in liens on Landlord's interest therein and Tenant
will keep the Premises free and clear of all construction liens and other
liens on account of work done for Tenant or persons claiming under it. Tenant
and Landlord each hereby agree to indemnify, defend and save each other
harmless of and from all liability, loss, damage, injury, costs or expenses,
including reasonable attorneys' fees, incurred on account of any claims of
any nature whatsoever for work performed for, or materials or supplies
furnished to Tenant, including lien claims of laborers, materialmen or
others. Should any such liens be filed or recorded against the Premises with
respect to work done or for materials supplied to or on behalf of Tenant or
any action affecting the title thereto be commenced, Tenant shall cause such
liens to be removed of record within five (5) days after notice from
Landlord. If Tenant desires to contest any such claim of lien, it shall
furnish Landlord with adequate security of at least 125 percent (125%) of the
amount of the claim, plus estimated costs and interest, and if a final
judgment establishing the validity or existence of any lien for any amount is
entered, Tenant shall pay and satisfy the same at once. If Tenant shall be in
default in paying any

                                                               Tenant: ______

                                      13



charge for which such construction lien or suit to foreclose such a lien has
been recorded or filed and shall not have given Landlord security as
aforesaid, Landlord may (but without being required to do so) pay such lien
or claim and any costs, and the amount so paid, together with reasonable
attorneys' fees incurred in connection therewith, shall be immediately due
from Tenant to Landlord.

           13.       Damage to Property, Injury to Persons:

                     (a)       Tenant hereby indemnifies and agrees to hold
                               Landlord harmless from and to defend Landlord
                               against any and all claims of liability for
                               any injury or damage to any person or property
                               whatsoever occurring in, on or about the
                               Building Complex, the Premises or any part
                               thereof and provided that such injury or
                               damage is caused in whole by the act, neglect,
                               fault or omission of any duty with respect to
                               the same by Tenant, its agents, contractors or
                               employees. Tenant further indemnifies and
                               agrees to hold Landlord harmless from and
                               against any and all claims arising from any
                               breach or default in the performance of any
                               obligation on Tenant's part to be performed
                               under the terms of this Lease, or arising from
                               any act or negligence of Tenant, or any of its
                               agents, contractors or employees from and
                               against all costs, reasonable attorneys' fees
                               and expenses.

                               Landlord agrees to indemnify and hold Tenant
                               harmless from and defend Tenant against any
                               and all claims of liability for any injury or
                               damage to any person or property whatsoever
                               when such injury or damage is caused in part
                               or whole by the act, neglect, fault or
                               omission of any duty with respect to same by
                               Landlord, its agents, contractors, employees
                               or invitees.

                     (b)       Landlord shall not be liable to Tenant for any
                               damage by or from any act or negligence of any
                               co-tenant or other occupant of the Building,
                               or by any owner or occupant of adjoining or
                               contiguous property. To the extent not covered
                               by normal fire and extended coverage
                               insurance, Tenant agrees to pay for all damage
                               to the Building Complex, as well as all damage
                               to tenants or occupants thereof, caused by
                               Tenant's misuse or neglect of the Premises or
                               any portion of the Building Complex.

                     (c)       Neither Landlord nor its agents shall be
                               liable for any damage to property entrusted to
                               Landlord, its agents or employees of the
                               building manager, if any, nor for the loss or
                               damage to any property by theft or otherwise,
                               nor for any injury or damage to persons or
                               property resulting from fire, explosion,
                               falling plaster, steam, gas, electricity,
                               sprinkler system leakage, water or rain which
                               may leak from any part of the Building or from
                               the pipes, appliances or plumbing works
                               therein or from the roof, street or subsurface
                               or from any other place or resulting from
                               dampness or any other cause whatsoever;
                               provided, however, nothing contained herein
                               shall be construed to relieve Landlord from
                               liability for any property damage, personal
                               injury resulting from its negligence or wilful
                               misconduct or that of its agents, servants or
                               employees. Landlord or its agents shall not be
                               liable for interference with the lights, view
                               or other incorporeal hereditaments. Landlord
                               and Tenant shall give prompt notice mutual
                               notice to each other in case of fire or
                               accidents in the Premises or in the Building
                               or of defects therein or in the fixtures or
                               equipment.

                     (d)       In case any action or proceeding is brought
                               against Landlord or Tenant by reason of any
                               obligation on their respective parts to be
                               performed under the terms of this Lease, or
                               arising from any of their acts or negligence
                               of them, respectively, or of their agents or
                               employees, such party, upon notice from the
                               other party shall defend the same at its
                               expense by counsel reasonably satisfactory to
                               the party giving such notice.

           14.       Insurance:



                                                               Tenant: ______

                                     14





                     (a)       Tenant shall procure and keep in effect public
                               liability and property damage insurance,
                               naming the Landlord as an additional insured,
                               with companies and in a form satisfactory to
                               Landlord, in the sum of One Million and
                               00/100ths Dollars ($1,000,000.00) for damages
                               resulting to one person, and Two Million and
                               00/100ths Dollars ($2,000,000.00) for damages
                               resulting from one casualty, and Two Million
                               and 00/100ths Dollars ($2,000,000.00) for
                               damage to property resulting from any one
                               occurrence and shall deliver said policies or
                               certificates to Landlord prior to initial
                               occupancy and continuously maintain such
                               coverage thereafter. Landlord shall have the
                               right, upon not less than thirty (30) days'
                               prior written notice, to raise the limits
                               hereinabove set forth not more often than
                               every three (3) years during the term of this
                               Lease. Landlord may, procure the same for the
                               account of Tenant, and the cost thereof shall
                               be paid to Landlord upon receipt by Tenant of
                               bills therefor.

                     (b)       Tenant shall procure and maintain at its own
                               cost during the term of this Lease and any
                               extension hereof fire and extended coverage
                               insurance on property of Tenant.

                     (c)       Each party agrees to use its best efforts to
                               include in each of its policies insuring
                               against loss, damage or destruction by fire or
                               other casualty (insuring the Building and
                               Landlord's Property therein and rental value
                               thereof, in the case of Landlord, and insuring
                               Tenant's Property and business interest in the
                               Premises [business interruption insurance] in
                               the case of Tenant), a waiver of the insurer's
                               right of subrogation against the other party,
                               or if such waiver should be unobtainable or
                               unenforceable (i) an express agreement that
                               such policy shall not be invalidated if the
                               insured waives the right of recovery against
                               any party responsible for a casualty covered
                               by the policy before the casualty, or (ii) any
                               other form of permission for the release of
                               the other party. If such waiver, agreement or
                               permission shall not be, or shall cease to be,
                               obtainable without additional charge or at
                               all, the insured party shall so notify the
                               other party promptly after learning thereof.
                               In such case, if the other party shall so
                               elect and shall pay the insurer's additional
                               charge therefor, such waiver, agreement or
                               permission shall be included in the policy, or
                               the other party shall be named as an
                               additional insured in the policy. Each such
                               policy which shall so name a party hereto as
                               an additional insured shall contain, if
                               obtainable, agreements by the insurer that the
                               policy will not be cancelled without at least
                               thirty (30) days prior notice to both insureds
                               and that the act or omission of one insured
                               will not invalidate the policy as to the other
                               insured.

                     (d)       Each party hereby releases the other party
                               with respect to any claim (including a claim
                               for negligence) which it might otherwise have
                               against the other party for loss, damage or
                               destruction with respect to its property
                               (including the Building, Building Complex, the
                               Premises and rental value or business
                               interruption) occurring during the term of
                               this Lease, but only to the extent to which it
                               is covered by insurance under a policy or
                               policies containing a waiver of subrogation or
                               permission to release liability or naming the
                               other party as an additional insured as
                               provided above.

                     (e)       Any building employee to whom property shall
                               be entrusted by or on behalf of Tenant shall
                               be deemed to be acting as Tenant's agent with
                               respect to such property and neither Landlord
                               nor its agents shall be liable for any damage
                               to the property of Tenant or others entrusted
                               to employees of the Building, nor for the loss
                               of or damage to any property of Tenant by
                               theft or otherwise.

           15.       Damage or Destruction to Building:

                     (a)       In the event the Premises or the Building are
                               damaged by fire or other insured casualty and
                               the insurance proceeds have been made
                               available therefor by the holder or holders of
                               any mortgages or


                                                               Tenant: ______

                                      15




                               deeds of trust covering the Building, the
                               damage shall be repaired by and at the expense
                               of Landlord to the extent of such insurance
                               proceeds available therefor, provided such
                               repairs and restoration can, in Landlord's
                               reasonable opinion, be made within one hundred
                               eighty (180) days after the occurrence of such
                               damage without the payment of overtime or
                               other premiums, and until such repairs and
                               restoration are completed the rent shall be
                               abated in proportion to the part of the
                               Premises which is unusable by Tenant in the
                               conduct of its business (but there shall be no
                               abatement of rent by reason of any portion of
                               the Premises being unusable for a period equal
                               to three [3] days or less). Landlord agrees to
                               notify Tenant within thirty (30) days after
                               such casualty if it estimates that it will be
                               unable to repair and restore the Premises
                               within said one hundred eighty (180) day
                               period. Such notice shall set forth the
                               approximate length of time Landlord estimates
                               will be required to complete such repairs and
                               restoration. Notwithstanding anything to the
                               contrary contained herein, if Landlord cannot
                               or estimates it cannot make such repairs and
                               restoration within said one hundred eighty
                               (180) day period, then Tenant may, by written
                               notice to Landlord, cancel this Lease as of
                               the date of the occurrence of such damage,
                               provided such notice is given to Landlord
                               within fifteen (15) days after Landlord
                               notifies Tenant of the estimated time for
                               completion of such repairs and restoration.
                               Except as provided in this Paragraph 15, there
                               shall be no abatement of rent and no liability
                               of Landlord by reason of any injury to or
                               interference with Tenant's business or
                               property arising from the making of any such
                               repairs, alterations or improvements in or to
                               fixtures, appurtenances and equipment. Tenant
                               understands that Landlord will not carry
                               insurance of any kind on Tenant's furniture
                               and furnishings or on any fixtures or
                               equipment removable by Tenant under the
                               provisions of this Lease, and that Landlord
                               shall not be obligated to repair any damage
                               thereto or replace the same. Landlord shall
                               not be required to repair any injury or damage
                               by fire or other cause, or to make any repairs
                               or replacements of improvements installed in
                               the Premises by or for Tenant.

                     (b)       In case the Building throughout shall be so
                               injured or damaged, whether by fire or
                               otherwise (though the Premises may not be
                               affected, or if affected, can be repaired
                               within said ninety (90) days) that Landlord,
                               within sixty (60) days after the happening of
                               such injury, shall decide not to reconstruct
                               or rebuild the Building, then notwithstanding
                               anything contained herein to the contrary,
                               upon notice in writing to that effect given by
                               Landlord to Tenant within said sixty (60)
                               days, Tenant shall pay the rent, properly
                               apportioned up to date of such occurrence,
                               this Lease shall terminate from the date of
                               delivery of said written notice, and both
                               parties hereto shall be freed and discharged
                               from all further obligations hereunder,
                               provided that if usable in part Tenant may
                               hold over at pro rata rent for upon to one
                               hundred fifty (150) days.

           16.       Condemnation:

                     (a)       If the whole of the Premises or so much
                               thereof as to render the balance unusable by
                               Tenant for the proper conduct of its business
                               shall be taken under power of eminent domain
                               or transferred under threat thereof, then this
                               Lease, at the option of either Landlord or
                               Tenant exercised by either party giving notice
                               to the other of such termination within thirty
                               (30) days after such conveyance or taking
                               possession whichever is earlier, shall
                               forthwith cease and terminate and the rent
                               shall be duly apportioned as of the date of
                               such taking or conveyance. No award for any
                               partial or entire taking shall be apportioned,
                               and Tenant hereby assigns to Landlord any
                               award which may be made in such taking or
                               condemnation, together with any and all rights
                               of Tenant now or hereafter arising in or to
                               the same or any part thereof; provided,
                               however, that nothing contained herein shall
                               be deemed to give Landlord any interest in or
                               to require Tenant to assign to Landlord any
                               award made to Tenant for the


                                                               Tenant: ______

                                      16




                               taking of personal property and fixtures
                               belonging to Tenant and/or for expenses of
                               moving to a new location or for Tenant's
                               interest in the leasehold estate. In the event
                               of a partial taking which does not result in a
                               termination of this Lease, rent shall be
                               reduced in proportion to the reduction in the
                               size of the premises so taken and this Lease
                               shall be modified accordingly. Promptly after
                               obtaining knowledge thereof, Landlord or
                               Tenant, as the case may be, shall notify the
                               other of any pending or threatened
                               condemnation or taking affecting the Premises
                               or the Building.

                     (b)       If all or any portion of the Premises shall be
                               condemned or taken for governmental occupancy
                               for less than ninety (90) days, this Lease
                               shall not terminate and Tenant shall be
                               entitled to receive the entire award therefor
                               (whether paid as damages, rent or otherwise)
                               unless the period of governmental occupancy
                               extends beyond the expiration of this Lease,
                               in which case Landlord shall be entitled to
                               such part of such award as shall be properly
                               allocable to the cost of restoration of the
                               Premises to the extent any such award is
                               specifically made for such purpose, and the
                               balance of such award shall be apportioned
                               between Landlord and Tenant as of the date of
                               such expiration. If the termination of such
                               governmental occupancy is prior to the
                               expiration of this Lease, Tenant shall, to the
                               extent an award has been made for such
                               purpose, restore the premises as nearly as
                               possible to the condition in which they were
                               prior to the condemnation or taking.

           17.       Assignment and Subletting:

                     Tenant covenants not to assign or transfer this Lease or
hypothecate, or mortgage the same or sublet the Premises or any part thereof
or use or permit them to be used for any purpose other than above-mentioned,
without the consent of Landlord.

                     Notwithstanding anything to the contrary hereinabove
contained, it is hereby agreed that Landlord shall not be deemed to have
unreasonably withheld its consent if Landlord refuses to consent to a
proposed assignment or subletting of the Premises or any portion thereof for
use by the proposed assignee or subtenant: (i) as an office furnishing drug,
alcohol or similar counselling services; (ii) as an office of any
governmental agency (including, without limitation, social service agency);
or (iii) for any purpose which is not consistent with the then existing
tenant mix in the building.

                     Notwithstanding the above, Tenant shall have the right
(i) to assign or sublet to any entity which is a subsidiary or affiliate of
Tenant or which Tenant merges with or into; or (ii) to sublet approximately
four thousand (4,000) rentable square feet to users approved by Tenant,
without Landlord's approval.

           18.       Estoppel Certificate:

                     Tenant further agrees at any time and from time to time,
on or before ten (10) days after written request by Landlord, to execute,
acknowledge and deliver to Landlord an estoppel certificate certifying (to
the extent it believes the same to be true) that this Lease is unmodified and
in full force and effect (or if there have been modifications, that the same
is in full force and effect as modified, and stating the modifications), that
there have been no defaults thereunder by Landlord or Tenant (or if there
have been defaults, setting forth the nature thereof), and the date to which
the rent and other charges have been paid, if any, it being intended that any
such statement delivered pursuant to this Paragraph may be relied upon by any
prospective purchaser of all or any portion of Landlord's interest herein, or
a holder of any mortgage encumbering any portion of the Building Complex.
Tenant's failure to deliver such statement within such time shall be a
default under this Lease and shall be conclusive upon Tenant that:

                     (a) This Lease is in full force and effect without
                         modification except as may be represented by
                         Landlord;

                     (b) There are no uncured defaults in Landlord's
                         performance;

                     (c) Not more than one (1) month's rent has been paid in
                         advance; and

                                                               Tenant: ______

                                      17




                     (d) The amount of any security deposit paid to, and held
                         by, Landlord.

           19.       Default:

                     (a) The following events (herein referred to as an
                         "event of default") shall constitute defaults of
                         Tenant hereunder:

                               (1)        Tenant shall default in the due and
                                          punctual payment of rent, or any
                                          other amounts payable hereunder,
                                          and such default shall continue for
                                          ten (10) days after receipt of
                                          written notice from Landlord;

                               (2)        This Lease or the estate of Tenant
                                          hereunder shall be transferred to
                                          or shall pass to or devolve upon
                                          any other person or party in
                                          violation of this Lease, except
                                          with respect to an assignment of
                                          subletting permitted under
                                          Paragraph 17 above, or except as
                                          permitted herein;

                               (3)        This Lease or the Premises or any
                                          part thereof shall be taken upon
                                          execution or by other process of
                                          law directed against Tenant, or
                                          shall be taken upon or subject to
                                          any attachment at the instance of
                                          any creditor or claimant against
                                          Tenant, and said attachment shall
                                          not be discharged or disposed of
                                          within sixty (60) days after the
                                          levy thereof;

                               (4)        Tenant shall file a petition in
                                          bankruptcy or insolvency or for
                                          reorganization or arrangement under
                                          the bankruptcy laws of the United
                                          States or under any insolvency act
                                          of any state, or shall voluntarily
                                          take advantage of any such law or
                                          act by answer or otherwise, or
                                          shall be dissolved or shall make an
                                          assignment for the benefit of
                                          creditors, unless such action will
                                          permit Tenant to continue
                                          performance of this Lease;

                               (5)        Involuntary proceedings under any
                                          such bankruptcy law or insolvency
                                          act or for the dissolution of
                                          Tenant shall be instituted against
                                          Tenant, or a receiver or trustee
                                          shall be appointed of all or
                                          substantially all of the property
                                          of Tenant, and such proceeding
                                          shall not be dismissed or such
                                          receivership or trusteeship vacated
                                          within ninety (90) days after such
                                          institution or appointment unless
                                          such action will permit Tenant to
                                          continue performance of this Lease;

                               (6)        Tenant shall fail to take
                                          possession of the Premises within
                                          ninety (90) days of the
                                          Commencement Date;

                               (7)        Tenant shall abandon the Premises
                                          for sixty (60) consecutive days;
                                          and

                               (8)        Tenant shall fail to perform any of
                                          the other agreements, terms,
                                          covenants or conditions hereof on
                                          Tenant's part to be performed, and
                                          such non-performance shall continue
                                          for a period of thirty (30) days
                                          after notice thereof by Landlord to
                                          Tenant, or if such performance
                                          cannot be reasonably had within
                                          such thirty (30) day period, Tenant
                                          shall not in good faith have
                                          commenced such performance with
                                          such thirty (30) day period and
                                          shall not diligently proceed
                                          therewith to completion.

                     (b)       Upon the occurrence of an event of default,
                               Landlord shall have the right, at its
                               election, then or at any time thereafter and
                               while any such event of default shall
                               continue, either:

                               (1)        To give Tenant written notice of
                                          Landlord's intention to terminate
                                          this Lease on the date of such
                                          given notice or on any later date
                                          specified therein, whereupon on the
                                          date


                                                               Tenant: ______

                                      18




                                          specified in such notice, Tenant's
                                          right to possession of the Premises
                                          shall cease and this Lease shall
                                          thereupon be terminated, except as
                                          to Tenant's liability, as if the
                                          expiration of the term fixed in
                                          such notice were the end of the
                                          term herein originally demised; or

                               (2)        To re-enter and take possession of
                                          the Premises or any part thereof,
                                          and repossess the same as
                                          Landlord's former estate and expel
                                          Tenant and those claiming through
                                          or under Tenant, and remove the
                                          effects of both or either, using
                                          such force for such purposes as may
                                          be reasonably necessary, without
                                          being liable for prosecution
                                          thereof, without being deemed
                                          guilty of any manner of trespass,
                                          and without prejudice to any
                                          remedies for arrears of rent or
                                          preceding breach of covenants or
                                          conditions. Should Landlord elect
                                          to re-enter as provided in this
                                          Paragraph 19(b)(2) or should
                                          Landlord take possession pursuant
                                          to legal proceedings or pursuant to
                                          any notice provided for by law,
                                          Landlord may, from time to time,
                                          without terminating this Lease,
                                          relet the Premises or any part
                                          thereof in Landlord's or Tenant's
                                          name, but for the account of
                                          Tenant, for such term or terms
                                          (which may be greater or less than
                                          the period which would otherwise
                                          have constituted the balance of the
                                          term of this Lease) and on such
                                          conditions and upon such other
                                          terms (which may include
                                          concessions of free rent and
                                          alteration and repair of the
                                          Premises) as Landlord, in its sole
                                          discretion, may determine, and
                                          Landlord may collect and receive
                                          the rents therefor. Landlord shall
                                          in no way be responsible or liable
                                          for any failure to relet the
                                          Premises, or any part thereof, or
                                          for any failure to collect any rent
                                          due upon such reletting. No such
                                          re-entry or taking possession of
                                          the Premises by Landlord shall be
                                          construed as an election on
                                          Landlord's part to terminate this
                                          Lease unless a written notice of
                                          such intention be given to Tenant.
                                          No notice from Landlord hereunder
                                          or under a forcible entry and
                                          detainer statute or similar law
                                          shall constitute an election by
                                          Landlord to terminate this Lease
                                          unless such notice specifically so
                                          states. Landlord reserves the right
                                          following any such re-entry and/or
                                          reletting to exercise its right to
                                          terminate this Lease by giving
                                          Tenant such written notice, in
                                          which event this Lease will
                                          terminate as specified in said
                                          notice.

                                          Notwithstanding anything to the
                                          contrary hereinabove contained, it
                                          is understood and agreed that
                                          Landlord shall use its best efforts
                                          to mitigate any damages caused by
                                          an event of default by Tenant on a
                                          commercially reasonable basis;
                                          provided, however, Landlord shall
                                          not be obligated to prefer the
                                          Premises in any reletting to other
                                          vacant premises in the Building.

                               (c) In the event that Landlord does not elect
                               to terminate this Lease as permitted in
                               Paragraph 19(b)(1) hereof, but on the
                               contrary, elects to take possession as
                               provided in Paragraph 19(b)(2), Tenant shall
                               pay to Landlord: (i) the rent and other sums
                               as herein provided, which would be payable
                               hereunder if such repossession had not
                               occurred, less (ii) the net proceeds, if any,
                               of any reletting of the Premises after
                               deducting all Landlord's expenses in
                               connection with such reletting, including, but
                               without limitation, all repossession costs,
                               brokerage commissions, legal expenses,
                               attorneys' fees, expenses of employees,
                               alteration and repair costs and expenses of
                               preparation for such reletting. If, in
                               connection with any reletting, the new lease
                               term extends beyond the existing term, or the
                               premises covered thereby include other
                               premises not part of the Premises, a fair
                               apportionment of the rent received from such
                               reletting and the expenses incurred in
                               connection therewith as provided aforesaid
                               will be made in determining the net proceeds
                               from such reletting.


                                                               Tenant: ______

                                      19






                     (d)       In the event this Lease is terminated,
                               Landlord shall be entitled to recover
                               forthwith against Tenant as damages for loss
                               of the bargain and not as a penalty, an
                               aggregate sum which, at the time of such
                               termination of this Lease, represents the
                               excess, if any, of the aggregate of the rent
                               and all other sums payable by Tenant hereunder
                               that would have accrued for the balance of the
                               term over the aggregate rental value of the
                               Premises (such rental value to be computed on
                               the basis of a tenant paying not only a rent
                               to Landlord for the use and occupation of the
                               Premises, but also such other charges as are
                               required to be paid by Tenant under the terms
                               of this Lease) for the balance of such term,
                               both discounted to present worth at the rate
                               of 10 percent (10%) per annum.

                     (e)       Suit or suits for the recovery of the amounts
                               and damages set forth above may be brought by
                               Landlord, from time to time, at Landlord's
                               election and nothing herein shall be deemed to
                               require Landlord to await the date whereon
                               this Lease or the term hereof would have
                               expired by limitation had there been no such
                               default by Tenant or no such termination, as
                               the case may be. Each right and remedy
                               provided for in this Lease shall be cumulative
                               and shall be in addition to every other right
                               or remedy provided for in this Lease or now or
                               hereafter existing at law or in equity or by
                               statute or otherwise, including, but not
                               limited to, suits for injunctive relief and
                               specific performance. The exercise or
                               beginning of the exercise by Landlord of any
                               one or more of the rights or remedies provided
                               for in this Lease or now or hereafter existing
                               at law or in equity or by statute or otherwise
                               shall not preclude the simultaneous or later
                               exercise by Landlord of any and all other
                               rights or remedies provided for in this Lease
                               or now or hereafter existing at law or in
                               equity or by statute or otherwise. All costs
                               incurred by Landlord in connection with
                               collecting any amounts and damages owing by
                               Tenant pursuant to the provisions of this
                               Lease or to enforce any provision of this
                               Lease, including reasonable attorneys' fees
                               from the date any such matter is turned over
                               to an attorney, shall also be recoverable by
                               Landlord from Tenant.

                     (f)       No failure by Landlord to insist upon the
                               strict performance of any agreement, term,
                               covenant or condition hereof or to exercise
                               any right or remedy consequent upon a breach
                               thereof, and no acceptance of full or partial
                               rent during the continuance of any such
                               breach, shall constitute a waiver of any such
                               breach of such agreement, term, covenant or
                               condition. No agreement, term, covenant or
                               condition hereof to be performed or complied
                               with by Tenant, and no breach thereof, shall
                               be waived, altered or modified except by
                               written instrument executed by Landlord. No
                               waiver of any breach shall affect or alter
                               this Lease, but each and every agreement,
                               term, covenant and condition hereof shall
                               continue in full force and effect with respect
                               to any other then existing or subsequent
                               breach thereof. Notwithstanding any unilateral
                               termination of this Lease, this Lease shall
                               continue in force and effect as to any
                               provisions hereof which require observance or
                               performance of Landlord or Tenant subsequent
                               to termination.

                     (g)       Any amounts paid by either party to cure any
                               defaults of the other hereunder, shall, if not
                               repaid by the other party within ten (10) days
                               of demand by the party paying such amount,
                               thereafter bear interest at the rate of two
                               percent (2%) above the prime rate as
                               established by the First of America Bank -
                               Detroit, N.A., or as quoted in the Wall Street
                               Journal, whichever is higher, until paid.

                     (h)       Landlord and Tenant hereby acknowledge that a
                               subsidiary of Tenant, Michigan Heritage Bank,
                               a Michigan financial corporation, has entered
                               into a lease with Landlord covering other
                               Premises in the Building (the "Subsidiary
                               Lease"). The parties agree that any default by
                               the tenant under the Subsidiary Lease, shall
                               constitute an event of default under this
                               Lease entitling Landlord to exercise all
                               remedies


                                                               Tenant: ______

                                      20




                               available to Landlord in the event of default
                               hereunder as if Tenant had committed an event
                               of default hereunder.

           20.       Completion of Premises:

                     (a)       Landlord has agreed to complete the Premises
                               as more fully set forth in plans and
                               specifications to be prepared by Landlord and
                               approved by Tenant. In connection with the
                               completion of the Premises, Landlord shall
                               contribute the sum of $27.50 per rentable
                               square foot in connection with the
                               installation of: (i) suite entrance door; (ii)
                               partitions; (iii) interior doors; (iv) ceiling
                               treatment; (v) wall treatment; (vi) window
                               covering treatment; (vii) floor treatment;
                               (viii) light fixtures; (ix) light switches;
                               (x) electrical wall outlets; (xi) telephone
                               outlets; (xii) sound conditioning; and (xiii)
                               any other improvements over and above, and
                               alterations to, the standard building shell
                               necessary to prepare the Premises for Tenant's
                               occupancy. In the event, Tenant does not
                               utilize the entire contribution available from
                               Landlord, the amount not used by Tenant shall
                               be a credit against rent and other charges
                               owed by Tenant under this Lease. In any event,
                               Landlord shall not have any obligation for the
                               repair or replacement of any portions of the
                               interior of the Premises which are damaged or
                               wear out during the term hereof, regardless of
                               the cause therefor, including, but not limited
                               to, carpeting, draperies, window coverings,
                               wall coverings, painting or any of Tenant's
                               Property or betterments in the Premises,
                               except as otherwise specifically set forth in
                               this Lease. Except as otherwise provided in
                               Paragraph 3 of this Lease, the postponement of
                               rent and extension of the Commencement Date as
                               herein provided for such period shall be in
                               full settlement for all claims which Tenant
                               might have. If Tenant wishes to take
                               possession of all or any part of the Premises
                               prior to the date the Premises are Ready for
                               Occupancy, it must first secure the prior
                               written consent of Landlord, and in such
                               event, all terms and provisions of this Lease
                               shall apply. "Ready for Occupancy" as that
                               term is used herein shall mean the date when
                               all major construction aspects of the Premises
                               to be performed by Landlord to the extent set
                               forth in the approved plans and
                               specifications, are completed although minor
                               items are not completed (including, but not
                               limited to, touch-up plastering or repainting
                               which does not unreasonably interfere with
                               Tenant's ability to carry on its business in
                               the Premises), all common areas and lobbies
                               are finished in accordance with building
                               standards, interior and exterior lighting
                               installed, parking lot and covered parking
                               areas completed and striped and construction
                               equipment and refuse containers used in
                               conjunction with the construction are removed,
                               and HVAC has been tested and fully functional.
                               The certificate of the architect (or other
                               representative of Landlord) in charge of
                               supervising the completion of the Premises and
                               the issuance of a temporary certificate of
                               occupancy shall control the date upon which
                               the Premises are Ready for Occupancy.

                     (b)       Tenant shall be permitted to enter into the
                               Premises for the purpose of installing
                               furniture, fixtures and equipment and other
                               leasehold improvements, including, but not
                               limited to wall and floor coverings, millwork
                               and draperies, subject to the terms of any
                               prior written approval given by Landlord
                               therefor (which approval shall not be
                               unreasonably withheld), prior to the
                               Commencement Date at its sole risk and with no
                               obligation to pay rent and provided that such
                               entry and work do not unreasonably interfere
                               in any way with the performance of Landlord's
                               work. At any time during such period of prior
                               entry, if Landlord notifies Tenant that
                               Tenant's entry or work is interfering with or
                               delaying the performance of work to be
                               performed by Landlord, Tenant shall forthwith
                               discontinue any further work and shall remove
                               from the Premises, and shall cause its workmen
                               or contractors to remove therefrom, any
                               equipment, materials or installations which
                               are the subject of Landlord's notice.

                     (c)       In the event that this Lease provides that
                               Landlord shall cause any


                                                               Tenant: ______

                                      21



                               work to be performed in the Premises for
                               Tenant, then the cost of such work shall be
                               paid by Tenant on or before the tenth (10th)
                               day after receipt of an invoice from Landlord
                               for such completed job.

                     (d)       At or before the commencement of the eleventh
                               (11th) year of the Primary Lease Term,
                               Landlord shall make available to Tenant a
                               renovation and remodeling allowance in an
                               amount equal to the product obtained by
                               multiplying the total number of rentable
                               square feet then occupied by Tenant in the
                               Building by Five Dollars ($5.00). Said amount
                               shall be disbursed by Landlord to Tenant upon
                               presentation to Landlord of proof of payment
                               for all alterations and renovations made by
                               Tenant at or about said time.


           21.       Removal of Tenant's Property:

                     All movable furniture and personal effects of Tenant not
removed from the Premises within sixty (60) days after the vacation or
abandonment thereof or upon the termination of this Lease for any cause
whatsoever shall conclusively be deemed to have been abandoned and may be
appropriated, sold, stored, destroyed or otherwise disposed of by Landlord
without notice to Tenant and without obligation to account therefor, and
Tenant shall pay Landlord for all expenses incurred in connection with the
disposition of such property.

           22.       Holding Over:

                     Should Tenant, with Landlord's written consent, hold
over after the termination of this Lease, Tenant shall become a tenant from
month to month only upon each and all of the terms herein provided as may be
applicable to such month to month tenancy and any such holding over shall not
constitute an extension of this Lease. During such holding over, Tenant shall
pay rent equal to 125 percent (125%) of the last monthly rental rate and the
other monetary charges as provided herein. Such tenancy shall continue until
terminated by Landlord or Tenant by a written notice of its intention to
terminate such tenancy given at least ten (10) days prior to the date of
termination of such monthly tenancy.

           23.       Parking Areas:

                     Tenant, its employees, agents and visitors agree to obey
and abide by all rules and regulations established, modified and amended from
time to time by Landlord for the safety, protection, cleanliness and
preservation of order in connection with such parking ingress and egress and
other automobile and pedestrian use of the Building Complex. Except as
otherwise provided below with respect to customers of Tenant, Landlord
reserves the right to specifically assign and reassign from time to time any
and all of said parking spaces among the tenants of the Building in any
manner in which Landlord deems reasonable, in Landlord's sole judgment and
opinion or to allow the reservation of parking spaces for the specific use of
designated tenants of the Building. Landlord shall not be responsible to
Tenant, its employees, agents or visitors for violations by any other tenant,
visitor or user of said parking facilities of said rules and regulations or
assignment of spaces, nor shall Landlord have any obligation to police the
unauthorized use of any such parking spaces. Tenant shall have the right to
utilize, at no additional expense, four (4) covered parking spaces at the
Building for the exclusive use of Tenant's employees. In no event shall
Landlord be responsible for policing the unauthorized use of Tenant's spaces.

           24.       Surrender and Notice:

                     Upon the expiration or earlier termination of this
Lease, Tenant shall promptly quit and surrender to Landlord the Premises
broom clean, in good order and condition, ordinary wear and tear excepted,
and Tenant shall remove all of its movable furniture and other effects and
such alterations, additions and improvements as Landlord shall require Tenant
to remove pursuant to Paragraph 10. In the event Tenant fails to vacate the
Premises on a timely basis as required, Tenant shall be responsible to
Landlord for all costs incurred by Landlord as a result of such failure,
including, but not limited to, any amounts required to be paid to third
parties who were to have occupied the Premises.


                                                               Tenant: ______

                                      22






           25.       Acceptance of Premises by Tenant:

                     Taking possession of the Premises by Tenant shall be
conclusive evidence as against Tenant that the Premises were in the condition
agreed upon between Landlord and Tenant, and acknowledgment of satisfactory
completion of the fix-up work which Landlord has agreed in writing to
perform, except as otherwise set forth herein or as stated in a written punch
list delivered to Landlord within twenty (20) days after the Commencement
Date.

           26.       Subordination and Attornment:

                     (a)       This Lease, and all rights of Tenant
                               hereunder, are and shall be subject and
                               subordinate in all respect to all present and
                               future ground leases, overriding leases and
                               underlying leases and/or grants of term of the
                               land and/or the Building or the Building
                               Complex now or hereafter existing and to all
                               mortgages, deeds of trust and building loan
                               agreements, including leasehold mortgages,
                               deeds of trust and building loan agreements,
                               which may now or hereafter affect the Building
                               or the Building Complex or any of such leases,
                               whether or not such mortgages or deeds of
                               trust shall also cover other lands or
                               buildings, to each and every advance made or
                               hereafter to be made under such mortgages or
                               deeds of trust, and to all renewals,
                               modifications, replacements and extensions of
                               such leases and such mortgages or deeds of
                               trust. This Paragraph shall be self-operative
                               and no further instrument of subordination
                               shall be required. In confirmation of such
                               subordination, Tenant shall promptly execute
                               and deliver any instrument, in recordable form
                               if required, that Landlord, the lessor of any
                               such lease or the holder of any such mortgage
                               or deed of trust, or any of their respective
                               successors in interest may reasonably request
                               to evidence such subordination. The leases to
                               which this Lease is, at the time referred to,
                               subject and subordinate pursuant to this
                               Paragraph are hereinafter sometimes called
                               "superior lease" and the mortgages or deeds of
                               trust to which this Lease is, at the time
                               referred to, subject and subordinate are
                               hereinafter sometimes called "superior
                               mortgages". The lessor of a superior lease or
                               the beneficiary of a superior mortgage or
                               their successors in interest are hereinafter
                               sometimes collectively referred to as a
                               "superior party".

                     (b)       Tenant shall take no steps to terminate this
                               Lease, without giving written notice to such
                               superior party, and a reasonable opportunity
                               to cure (without such superior party being
                               obligated to cure), any default on the part of
                               Landlord under this Lease, provided that
                               Tenant has been given written notice of the
                               name and address of any such superior party.

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

                     (d)       If, in connection with the procurement,
                               continuation or renewal of any financing for
                               which the Building or the Building Complex, or
                               of which the interest of the lessee therein
                               under a superior lease, represents collateral
                               in whole or in part, an institutional lender
                               shall request reasonable modifications of this
                               Lease as a condition of such financing, Tenant
                               will not unreasonably withhold its consent
                               thereto provided that such modifications do
                               not increase the obligations of Tenant under
                               this Lease or adversely affect any rights of
                               Tenant or decrease the obligations of Landlord
                               under this Lease.

                     (e)       So long as Tenant is not in default under this
                               Lease, Landlord agrees to obtain a
                               non-disturbance agreement from any superior
                               party.



                                                               Tenant: ______

                                      23




           27.       Payments after Termination:

                     No payments of money by Tenant to Landlord after the
termination of this Lease, in any manner, or after giving of any notice
(other than a demand for payment of money) by Landlord to Tenant, shall
reinstate, continue or extend the term of this Lease or affect any notice
given to Tenant prior to the payment of such money, it being agreed that
after the service of notice of the commencement of a suit or other final
judgment granting Landlord possession of the Premises, Landlord may receive
and collect any sums of rent due, or any other sums of money due under the
terms of this Lease or otherwise exercise its rights and remedies hereunder.
The payment of such sums of money, whether as rent or otherwise, shall not
waive said notice or in any manner affect any pending suit or judgment
theretofore obtained.

           28.       Authorities for Action and Notice:

                     (a)       Except as herein otherwise provided, Landlord
                               may act in any matter provided for herein by
                               its building manager or any other person who
                               shall from time to time be designated in
                               writing.

                     (b)       All notices or demands required or permitted
                               to be given to Landlord hereunder shall be in
                               writing, and shall be deemed duly served when
                               received, if hand delivered, or five (5) days
                               after deposited in the United States mail,
                               with proper postage prepaid, certified or
                               registered, return receipt requested,
                               addressed to Landlord at its principal office
                               in the Building, or at the most recent address
                               of which Landlord has notified Tenant in
                               writing. All notices or demands required to be
                               given to Tenant hereunder shall be in writing,
                               and shall be deemed duly served when received
                               if hand delivered or within five (5) days
                               after deposited in the United States mail,
                               with proper postage prepaid, certified or
                               registered, return receipt requested,
                               addressed to Tenant at its principal office in
                               the Building. Either party shall have the
                               right to designate a different address to
                               which notice is to be mailed by serving on the
                               other party a written notice in the manner
                               hereinabove provided.

           29.       Security Deposit:  [Intentionally Omitted]


           30.       Liability of Landlord:

                     Tenant shall look only to Landlord's estate and interest
in the Building (or to the proceeds thereof) for the satisfaction of Tenant's
remedies for the collection of any judgment (or other judicial process)
requiring the payment of money by Landlord in the event of any default by
Landlord under this Lease, and no other property or other assets of Landlord
shall be subject to levy, execution or other enforcement, procedure for the
satisfaction of Tenant's remedies under or with respect to this Lease and
neither Landlord nor any of the partners comprising the partnership which is
the Landlord herein, shall be liable for any deficiency. Nothing contained in
this Paragraph shall be construed to permit Tenant to offset against rents
due a successor landlord, a judgment (or other judicial process) requiring
the payment of money by reason of any default of a prior landlord, except as
otherwise specifically set forth herein.

           31.       Brokerage:

                     Landlord agrees to be responsible for any fee or
brokerage commission due to Kirco Management Services, Ltd. in connection
with the execution of this Lease. Tenant agrees to be responsible for any fee
or brokerage commission due to Colliers Trerice Tosto in connection with the
execution of this Lease. Landlord and Tenant each hereby 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. In the event any claim shall be made by any other broker who
shall claim to have negotiated this Lease on behalf of Tenant or to have
introduced Tenant to the Building or to Landlord, Tenant shall have the right
to defend any such action by counsel to be selected by Tenant and approved by



                                                               Tenant: ______

                                      24




Landlord, which approval shall not be unreasonably withheld, and in the event
such broker shall be successful in any such action, Tenant shall, in addition
to making payment of the claim of such broker, be responsible for all counsel
fees incurred in such action. Landlord agrees to be responsible for any fee
or commission due to Kirco Management Service, Ltd., with respect to the
execution of this Lease and Tenant agrees to be responsible for any fee or
commission due to Trerice Tosto, with respect to the execution of this Lease.

           32.       Signage:

                     Tenant shall have the right to be the only tenant
identified on the exterior of the Building in an area not more than thirty
(30) square feet. The design, wording, location and manner of attachment of
Tenant's exterior building sign shall be subject to Landlord's prior written
approval and Tenant shall be responsible for obtaining, at Tenant's sole cost
and expense, all municipal approvals required therefor. In addition, in the
event Landlord installs a monument sign at the Building Complex and allows
more than one tenant of the Building to be identified thereon, then Tenant
also shall be entitled to be identified thereon on the same terms and
conditions as are applicable to the other tenants. Except as provided above,
no other sign, advertisement or notice shall be inscribed, painted or affixed
on any part of the inside or outside of the Building unless of such color,
size and style and in such place upon or in the Building, as shall be first
designated by Landlord, but there shall be no obligation or duty on Landlord
to allow any sign, advertisement or notice to be inscribed, painted or
affixed on any part of the inside or outside of the Building. A directory in
a conspicuous place, with the names of Tenant, not to exceed two names per
1,000 square feet of space contained in the Premises, shall be provided by
Landlord. Any necessary revision to such directory shall be made by Landlord
at Tenant's expense, within a reasonable time after notice from Tenant of the
change making the revision necessary. Landlord shall have the right to remove
all non-permitted signs without notice to Tenant, and at the expense of
Tenant.

           33.       Name of Building Project:

                     Landlord hereby reserves the right, at any time and from
time to time, without notice to Tenant, to name of the Building or thereafter
change the Building name, at Landlord's sole discretion.

           34.       Measurement of Premises:

                     The rentable square footage of the Premises, as stated
in Paragraph 1 hereof, shall be determined by the Building architect and is
subject to final construction documents and actual measurement of the
Premises by the Building architect. All measurements shall be made in
accordance with the American National Standard, Method for Measuring Floor
Area in Office Buildings, ANSI Z65.1 - 1990, also known as the "BOMA
Standard", applied on a building wide, fully multi-tenant basis. The Base
Rent and other charges due hereunder shall be adjusted based upon such
measurement by the Building architect.

           35.       Miscellaneous:

                     (a)       The rules and regulations attached hereto and
                               marked Exhibit "B", as well as such rules and
                               regulations as may hereafter be adopted by
                               Landlord for the safety, care and cleanliness
                               of the Premises and the Building and the
                               preservation of good order thereon, are hereby
                               expressly made a part hereof, and Tenant
                               agrees to obey all such rules and regulations.
                               The violation of any of such rules and
                               regulations by Tenant shall be deemed a breach
                               of this Lease by Tenant affording Landlord all
                               the remedies set forth herein. Landlord shall
                               not be responsible to Tenant for the
                               nonperformance by any other tenant or occupant
                               of the Building of any of said rules and
                               regulations. Notwithstanding the provisions of
                               this Paragraph 35, Landlord agrees that it
                               will not change or modify the rules and
                               regulations or adopt new rules and regulations
                               as to: (i) diminish or otherwise reduce the
                               specific obligations of Landlord to perform
                               under the terms and conditions of this Lease
                               or (ii) interfere with Tenant's use and
                               enjoyment of the Premises, or (iii) interfere
                               with the conduct of Tenant's normal business.



                                                               Tenant: ______

                                      25




                     (b)       The term "Landlord", as used in this Lease, so
                               far as covenants or obligations on the part of
                               Landlord are concerned, shall be limited to
                               mean and include only the owner or owners of
                               the Building at the time in question, and in
                               the event of any transfer or transfers of the
                               title thereto, Landlord herein named (and in
                               the case of any subsequent transfers or
                               conveyances, the then grantor) shall be
                               automatically released from and after the date
                               of such transfer or conveyance of all
                               liability in respect to the performance of any
                               covenants or obligations on the part of
                               Landlord contained in this Lease thereafter to
                               be performed and relating to events occurring
                               thereafter; provided that any funds in the
                               hands of Landlord or the then grantor at the
                               time of such transfer in which Tenant has an
                               interest shall be turned over to the grantee,
                               and any amount then due and payable to Tenant
                               by Landlord or the then grantor under any
                               provisions of this Lease shall be paid to
                               Tenant.

                     (c)       If any clause or provision of this Lease is
                               illegal, invalid or unenforceable under
                               present or future laws effective during the
                               term of this Lease, then and in that event, it
                               is the intention of the parties hereto that
                               the remainder of this Lease shall not be
                               affected thereby, and it is also the intention
                               of the parties to this Lease that in lieu of
                               each clause or provision of this Lease that is
                               illegal, invalid or unenforceable, there shall
                               be added as a part of this Lease a clause or
                               provision as similar in terms to such illegal,
                               invalid or unenforceable clause or provision
                               as may be possible and be legal, valid and
                               enforceable, provided such addition does not
                               increase or decrease the obligations of or
                               derogate from the rights or powers of either
                               Landlord or Tenant.

                     (d)       The captions of each paragraph are added as a
                               matter of convenience only and shall be
                               considered of no effect in the construction of
                               any provision or provisions of this Lease.

                     (e)       Except as herein specifically set forth, all
                               terms, conditions and covenants to be observed
                               and performed by the parties hereto shall be
                               applicable to and binding upon their
                               respective heirs, administrators, executors
                               and assigns. The terms, conditions and
                               covenants hereof shall also be considered to
                               be covenants running with the land.

                     (f)       If there is more than one entity or person
                               which or who are the Tenants under this Lease,
                               the obligations imposed upon Tenant under this
                               Lease shall be joint and several.

                     (g)       No act or thing done by Landlord or Landlord's
                               agent during the term hereof, including, but
                               not limited to, any agreement to accept
                               surrender of the Premises or to amend or
                               modify this Lease, shall be deemed to be
                               binding upon Landlord unless such act or
                               things shall be by an officer of Landlord or a
                               party designated in writing by Landlord as so
                               authorized to act. The delivery of keys to
                               Landlord, or Landlord's agent, employees or
                               officers shall not operate as a termination of
                               this Lease or a surrender of the premises. No
                               payment by Tenant, or receipt by Landlord, of
                               a lesser amount than the monthly rent herein
                               stipulated, shall be deemed to be other than
                               on account of the earliest stipulated rent,
                               nor shall any endorsement or statement on any
                               check or any letter accompanying any such, or
                               payment as rent, be deemed an accord and
                               satisfaction, and Landlord may accept such
                               check or payment without prejudice to
                               Landlord's right to recover the balance of
                               such rent or pursue any other remedy available
                               to Landlord.

                     (h)       Landlord shall have the right to construct
                               other buildings or improvements in any plaza,
                               or other area designated by Landlord for use
                               by tenants or to change the location,
                               character, or make alterations of, or
                               additions to, any of said plazas, or other
                               areas.


                                                               Tenant: ______

                                      26






                     (i)       Tenant acknowledges and agrees that it has not
                               relied upon any statements, representations,
                               agreements or warranties except such as are
                               expressed in this Lease.

                     (j)       Time is of the essence hereof.

                     (k)       Tenant represents to Landlord that the party
                               executing this Lease is authorized to do so by
                               requisite action of the Board of Directors, or
                               partners, as the case may be, and agree upon
                               request to deliver to each other a resolution
                               or similar document to that effect.

                     (l)       This Lease shall be governed by and construed
                               in accordance with the laws of the State of
                               Michigan.

                     (m)       This Lease, together with the Addendum and
                               Exhibits attached hereto, contains the entire
                               agreement of the parties and may not be
                               amended or modified in any manner except by an
                               instrument in writing signed by both parties.

           36.       Governmental Approvals/Landlord:

                     The parties acknowledge and agree that this Lease is
contingent upon Landlord obtaining from the City of Farmington Hills: (i)
rezoning of a portion of the Building Complex; and (ii) site plan approval
for the development of the Building and related improvements from the City of
Farmington Hills on or before September 30, 1998. In the event Landlord is
unable to obtain such rezoning and/or site plan approval before the aforesaid
date, Landlord shall have the right to terminate this Lease by notifying
Tenant in writing of such election. In the event of any such election by
Landlord, this Lease shall cease and terminate and the parties shall
thereafter have no further right or responsibility hereunder.

           37.       Governmental Approvals/Tenant:

                     The parties acknowledge and agree that this Lease is
contingent upon Tenant obtaining all federal and state approvals for the
relocation of its headquarters to the Building on or before the sixtieth
(60th) day after the date of execution hereof. In the event Tenant is unable
to obtain such approvals before the aforesaid date, Tenant shall have the
right to terminate this Lease by notifying Landlord in writing of such
election. In the event of any such election by Tenant, this Lease shall cease
and terminate and the parties shall thereafter have no further right or
responsibility hereunder.

           38.       Landlord's Warranty:

                     Landlord warrants to Tenant that the Building Complex
and all equipment utilized in its operation, including, but not limited to,
heating, ventilation and air conditioning systems, elevators, security
systems, alarms, electrical, lighting sprinkler and fire safety equipment,
plumbing and metering systems, as well as all systems used by the management
company with respect to the accounting for rent and operating expenses, and
all associated and related hardware, software, and firmware, (including any
substitutions, modifications and replacements therefor) ("Listed Items")
installed in or on the Building Complex or used by Landlord, its agents and
employees in the operation of the Building Complex, shall be able to
accurately process date related data (including, but not limited to,
calculating, comparing, and sequencing) from, into, and between the year 1999
and the year 2000, including leap year calculations, when used in accordance
with the documentation provided by the manufacturer thereof and when used in
combination with other Listed Items shall properly exchange date related data
with it.

                     If the operation of the Building Complex requires that
the Listed Items must perform as a system in accordance with the foregoing
warranty, then that warranty shall apply to those Listed Items as a system.
The duration of this warranty and the remedies available to the Tenant for
breach of this warranty shall be for the term of this Lease and any
extensions, including substitutions and replacements therefor.

                     Prior to the Commencement Date of this Lease, Landlord
shall or cause a vendor to perform a demonstration test in the presence of
Tenant and, if requested,



                                                               Tenant: ______

                                      27





federal or state financial institution personnel ("Regulator") to confirm
that each Listed Item complies with this clause. If the Item does not comply,
it will not be accepted. If the Tenant or Regulator decides it is not
practicable for Landlord to perform the demonstration test, Landlord will
instead, within five (5) business days of delivery, provide a certificate to
the Tenant stating that the purchased Items comply with this clause. If the
certificate is not received, acceptance of the Items will be revoked. If
non-compliance with the clause is discovered at any time after acceptance but
before February 1, 2001, the remedies available to the Tenant under this
warranty shall include repair, replacement or reimbursement for reprocurement
of an acceptable replacement Item including the full costs of the Item
itself, and all costs associated with such repair, replacement or
reprocurement shall be borne by the Landlord and shall not be deemed an
Operating Expense which is subject to reimbursement by the Tenant. Nothing in
this warranty shall be construed to limit any rights or remedies the Tenant
may otherwise have under this Lease with respect to defects other than Year
2000 performance.



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

In the Presence of:                               RONTAL INVESTMENT COMPANY,
                                             a Michigan co-partnership

                                                         /s/ Eugene Rontal

 /s/ Laurence E. Winokur                          By:    /s/ Michael Rontal
------------------------                               ----------------------

___________________ Its:      Partner
                                                                     LANDLORD

                                                  MICHIGAN HERITAGE BANCORP,
                                                  a Michigan corporation


 /s/ Debra A. Steadman                            By: /s/ Anthony S. Albanese
------------------------                              -----------------------


___________________ Its:      President
                              -------------------

                                                               Tenant: ______

                                      28




                                 EXHIBIT "B"

                            RULES AND REGULATIONS



ATTACHED TO AND MADE A PART OF LEASE, DATED AUGUST 31 , 1998, BY AND BETWEEN
RONTAL INVESTMENT COMPANY, A MICHIGAN CO-PARTNERSHIP, AS LANDLORD, AND
MICHIGAN HERITAGE BANCORP, A MICHIGAN CORPORATION, AS TENANT. TENANT AGREES
TO ITSELF, ITS EMPLOYEES AND AGENTS TO COMPLY FULLY WITH THE FOLLOWING RULES
AND REGULATIONS AND WITH SUCH REASONABLE MODIFICATIONS THEREOF AND ADDITIONS
THERETO AS LANDLORD MAY MAKE FOR THE BUILDING:

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


           1. 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 signs, 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 the violation of the
foregoing by Tenant, Landlord may remove same without any liability and may
charge the expense incurred for such removal to Tenant.

           2. Tenant shall not use the name of the Building for any purpose
other than that of the business address of Tenant. Tenant agrees that
Landlord may assign a name to the Building and/or change the name of the
Building at Landlord's option.

           3. The sidewalks, entrances, passages, courts, elevators,
vestibules, stairways, corridors, or halls shall not be obstructed or
encumbered by any tenant or used for any purpose other than ingress and
egress to and from the Leased Premises.

           4. No curtains, blinds, shades, screens, awnings, or other
projections shall be attached to or hung in, or used in connection with, any
window or door of the Leased Premises or outside wall of the Building without
the prior written consent of the Landlord, nor shall Tenant place objects
against glass partitions, doors or windows which would be unsightly from the
Building's corridors, or from the exterior of the Building.

           5. Any carpeting cemented down shall be installed with a
releasable adhesive.

           6. No animals or pets or bicycles or other vehicles shall be
brought or permitted to be in the Building or the Leased Premises.

           7. The water and wash closets and other plumbing fixtures shall
not be used for any purpose other than those for which they were constructed,
and no sweepings, rubbish, rags, or other substances shall be thrown therein.
All damage resulting from any misuse of the fixtures shall be borne by the
Tenant who, or whose servants, employees, agents, visitors or licensees,
shall have caused the same. Tenant shall not waste electricity, water or air
conditioning, and shall cooperate fully with Landlord to assure the most
effective operation of the Building's heating and air conditioning. Tenant
shall not adjust any controls other than room thermostats installed for
Tenant's use. Tenant shall not tie, wedge or otherwise fasten open any water
faucet or outlet. Tenant shall keep all corridor doors closed.

           8. No tenant shall mark, paint, drill into, or in any way deface
any part of the Building not within the Premises.

           9. Tenant shall not cause or permit unusual or objectionable odor
to be produced upon or permeate from the Premises, including duplicating or
printing equipment emitting noxious fumes. Tenant shall not allow any cooking
on the Leased Premises, except for microwave ovens in the employee areas.
Tenant shall not disturb any occupants of this or neighboring buildings or
premises by the use of any musical instruments, loudspeakers, or by any
unseemingly or disturbing noise.

           10. No tenant shall throw anything out of the door, windows, or
down any

                                   EXHIBIT "B"                    Page 1 of 3




passageways or elevator shafts.

           11. Vending machines will not be permitted to be installed except
for exclusive use of employees by anyone but the Landlord.

           12. Canvassing, soliciting, and peddling in the Building is
prohibited and each tenant shall cooperate to prevent the same.

           13. No additional locks or bolts of any kind shall be placed upon
any of the doors and windows by any tenant, nor shall any change be made in
existing locks or the mechanism thereof, except with respect to interior
areas of the Premises necessary for Tenant's security. Each tenant must, upon
the termination of his tenancy, return to the Landlord all keys of stores,
offices, and toilet rooms, either furnished to or otherwise procured by
Tenant and in the event of the loss of any keys, so furnished, such tenant
shall pay to the Landlord the cost thereof.

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

           15. Tenant is not permitted to use any part of the Building or the
common areas for any manufacturing, storage, or sale of merchandise, or
property of any kind; or for lodging or sleeping, or for any immoral or
illegal purpose. Tenant shall not install or operate any machinery or
mechanical devices of a nature not directly related to Tenant's ordinary use
of the Leased Premises for general office purposes.

           16. All loading, unloading, receiving or delivery of goods,
supplies or disposal of garbage or refuse shall be made only through
entryways provided for such purposes by Landlord.

           17. All safes, freight, furniture, or other bulky matter of any
description shall be carried in or out of the Leased Premises only at such
times and in such manner as shall be prescribed in writing by Landlord, and
Landlord shall in all cases have the right to specify the proper position of
any such safe, furniture, or other bulky article, which shall only be used by
Tenant in a manner which will not interfere with or cause damage to the
Leased Premises or the Building in which they are located, or to the other
tenants or occupants of the Building. Tenant shall be responsible for any
damage to the Building or the property of its tenants or others and injuries
sustained by any person whomsoever resulting from the use or moving of such
articles in or out of the Leased Premises, and shall make all repairs and
improvements required by Landlord or governmental authorities in connection
with the use or moving of such articles.

           18. Tenant shall not bring in or allow to be kept upon the Leased
Premises any inflammable, combustible or explosive fluid, chemical or
substance or any article deemed extra hazardous on account of fire or other
dangerous properties.

           19. Tenant shall not employ any person to perform any cleaning,
repairing, janitorial, decorating, painting, or other services or work in or
about the Leased Premises, except with the approval of Landlord.

           20. Tenant shall not overload any floor and shall not install any
heavy objects, safes, business machines, files or other equipment without
having received Landlord's prior written consent as to size, maximum weight,
routing and location thereof. Tenant shall have the right to install
fireproof cabinets and a proof machine within the Premises. Safes, furniture,
equipment, machines and other large or bulky articles shall be brought
through the Building and in and out of the Leased Premises at such times and
in such manner as the Landlord shall direct (including the designation of
elevator) and at Tenant's sole risk and responsibility. Prior to Tenant's
removal of any such articles from the Leased Premises, Tenant shall obtain
written authorization therefor at the Office of the Building and shall
present such writing to a designated employee of Landlord.

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

                                   EXHIBIT "B"                    Page 2 of 3




           22. The Landlord reserves the right to exclude from the Building
between the hours of 6:00 o'clock p.m. and 8:00 o'clock a.m. and at all hours
on Sundays and legal holidays all persons who do not present a pass to the
Building signed by the Landlord. The Landlord will furnish passes to persons
for whom any tenant requests same in writing. Each tenant shall be
responsible for all persons for whom he requests such pass and shall be
liable to the Landlord for all acts of such persons.

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

           24. Tenant will refer to the Building Manager all contractors and
installation technicians rendering any service for Tenant for supervision and
approval before performance of any contractual services. Tenant will not
permit any mechanic's liens to be placed against the Leased Premises.

           25. Landlord shall have the right to prohibit any advertising by
any tenant which, in Landlord's opinion, tends to impair the reputation of
the Building or its desirability for offices, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.

           26. Tenant may request heating and/or air conditioning for
non-business hours by submitting a written request therefor to the Building
Manager's Office no later than 2:00 o'clock p.m. the preceding workday
(Monday through Friday). The request must clearly state the start and stop of
the non-business hour service. Each Tenant representative designated in the
Lease will submit to the Building Manager a list of personnel who are
authorized to make such requests.

               Charges, to be determined when the Building is in operation,
will be fair and reasonable and reflect the additional operating costs
involved and the necessity of having maintenance personnel on duty for a full
shift, regardless of the actual time the equipment is in use. If two or more
tenants originate similar requests, charges shall be prorated by hours of
operation.

           27. Tenants may park only in strict compliance with all signs
posted and regulations issued by Landlord, within spaces designated for
parking, and not in such a manner as to block other parking spaces, drives,
loading areas or fire lanes. All tenants hereby authorize Landlord to remove
from the parking lot any improperly parked vehicle, at the Tenant's sole risk
and expense. Tenants understand that they are fully responsible for assuring
that their employees, agents, licensees and visitors comply with these
parking rules, will reimburse Landlord for all costs and expenses incurred in
enforcing the rules and will indemnify and hold harmless Landlord from any
liability to such employees and other third parties for measures taken by
Landlord to enforce the rules. To facilitate security arrangements and
parking controls, a list of the names of each tenant's employees working in
the Building and of their vehicle license numbers will be furnished to
Landlord upon request.

           28. Wherever the word "Tenant" occurs, it is understood and agreed
that it shall mean Tenant's associates, agents, clerks, servants and
visitors. Wherever the word "Landlord" occurs, it is understood and agreed
that it shall mean Landlord's assigns, agents, clerks, servants and visitors.


                                   EXHIBIT "B"                    Page 1 of 3