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EXHIBIT 10.58

OFFICE LEASE

This Lease between STATE 94 PROPERTIES, L.L.C. (Landlord) and ESPERION
THERAPEUTICS, INC.(Tenant).

LEASE SUMMARY

|   |  |                               |  |             
|-- |  | ----------------------------- |  | ------------
|A. |  | The Building (See Exhibit A): |  |             
|   |  | 695 KMS Place                 |  |             
|   |  | Ann Arbor, MI 48108           |  |             
|   |  | The Premises (See Exhibit B): |  |             
|   |  | Approximate square feet =     |  | 26,654      
|   |  |                               |  |             
|B. |  | Term:                         |  |             
|   |  | Commencement Date:            |  | 7/1/2003    
|   |  | Rental Commencement:          |  | Possession  
|   |  | Lease Termination:            |  | 6/30/2006   
|   |  | Option Length:                |  | one (1) year
|   |  |                               |  |             
|C. |  | Base Rent:                    |  |             

|                    |  |    |            |         |  |       |           |  |  |   |            | 
|------------------- |  | -- | ---------- | ------- |  | ----- | --------- |  |  | - | ---------- | 
|From                |  | To |            | Monthly |  | Total
|                    |  |    |            |         |  |      
|Rental
Commencement |  |    | 12/31/2003 |         |  | $     | 2,096.00  |  |  |   | N/A        | 
|1/1/2004            |  |    | 12/31/2004 |         |  | $     | 29,986.00 |  |  | $ | 359,832.00 | 
|1/1/2005            |  |    | 12/31/2005 |         |  | $     | 30,541.00 |  |  | $ | 366,492.00 | 
|1/1/2006            |  |    | 6/30/2006  |         |  | $     | 31,096.00 |  |  | $ | 186,576.00 | 



| |  | OPTION PERIOD (if available and properly exercised):
See Section 16.02.
| |  | -----------------------------------------------------------------------

|         |  |  |           |  |  |   |           |  |  |   |            | 
|-------- |  |  | --------- |  |  | - | --------- |  |  | - | ---------- | 
|7/1/2006 |  |  | 6/30/2007 |  |  | $ | 34,428.00 |  |  | $ | 413,136.00 | 



|D. |  | Initial Rental Payment Amount:                
|-- |  | ----------------------------------------------
|  
|   |  | This payment shall be applied as follows: N/A.
|  
|E. |  | Expenses:                                     

|             |  |          |  |          |       |   |           |  |      | 
|------------ |  | -------- |  | -------- | ----- | - | --------- |  | ---- | 
|             |  |          |  | % Share: |       |   | Base Year | 
|             |  |          |  |          |       |   |           | 
|Taxes:       |  |          |  |          | 21.18 | % |           |  | 2004 | 
|Insurance:   |  |          |  |          | 21.18 | % |           |  | 2004 | 
|Common Area: |  |          |  |          | 21.18 | % |           |  | 2004 | 
|Utilities:   |  | Electric |  |          | 21.18 | % |           |  |      | 
|Utilities:   |  | Gas      |  |          | 21.18 | % |           |  |      | 
|Utilities:   |  | Water    |  |          | 21.18 | % |           |  |      | 



|F. |  | Storage (See Exhibit B):
|-- |  | ------------------------

|   |  |                   |  |  |  |     |  |      
|-- |  | ----------------- |  |  |  | --- |  | -----
|   |  |                   |  |  |  | N/A |  | S.F. 
|  
|G. |  | Security Deposit: |  |  |  |     |  | $0.00



|H. |  | The Use:                               
|-- |  | ---------------------------------------
|  
|   |  | offices and research laboratories      
|  
|I. |  | Work To Be Performed Prior To Occupancy
|  
|   |  | See Exhibit C.                         
|  
|J. |  | BROKERS OF RECORD                      

|               |  |                  
|-------------- |  | -----------------
|Listing Agent: |  | NONE             
|Selling Agent: |  | Oxford Commercial



|K. |  | Address for Notice:
|-- |  | -------------------

|          |                                          |         |  |  |                                    
|--------- | ---------------------------------------- | ------- |  |  | -----------------------------------
|LANDLORD: |                                          | AND TO:
|          | Burlington Property, LLC                 |         |  |  | James A. Schriemer                 
|          | c/o Oxford Property Management           |         |  |  | Conlin, McKenney & Philbrick, P.C. 
|          | 325 East Eisenhower, Suite 310           |         |  |  | 350 South Main Street, Suite 400   
|          | Ann Arbor, Michigan 48108                |         |  |  | Ann Arbor, Michigan 48104          
|          | Facsimile number: (734) 747-6006         |         |  |  | Facsimile number: (734) 761-9001   
|          | Email address: jh@oxfordcompanies.com    |         |  |  | Email address: Schriemer@cmplaw.com
|          |                                          |         |  |  |                                    
|TENANT:   |                                          | AND TO:
|          | David Lowenschuss                        |         |  |  |                                    
|          | Esperion Therapeutics                    |         |  |  |                                    
|          | 695 KMS Place                            |         |  |  |                                    
|          | Ann Arbor, Michigan 48108                |         |  |  |                                    
|          | Facsimile number: 734-332-0516           |         |  |  |                                    
|          | Email address: dlowenschuss@esperion.com |         |  |  |                                    



|L. |  | Miscellaneous:
|-- |  | --------------





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1) At the request of Tenant, Landlord will use commercially reasonable
efforts to obtain additional space for Tenant contiguous to the Premises. If
the Tenant leases this additional space and there is at least one year left on
the Tenants lease, the lease terms and the rental rate for the additional
space will coincide with the current terms and rental rate specified herein for
the space currently leased by Tenant.

2) If Landlord is prepared to enter into a lease with a third party for
space in the Building which is vacant on the Signature Date of this Lease or
becomes vacant during the term of this Lease (ROFR Space), then prior to
entering into a lease with a third party for such ROFR Space, Landlord shall
send a notice to Tenant (Offer Notice), together with a copy of the third
party proposed offer. Tenant shall have the right, noticed back to Landlord
given within five (5) business days after Tenants receipt of the Offer Notice,
to elect to have such space on all economic terms and conditions of the third
party proposed offer. If Tenant elects to lease such ROFR Space, it shall be
added to the Premises by amendment to this Lease. If Tenant does not so elect
to rent the ROFR Space, Landlord may lease the space to the third party at the
rate and on the terms and conditions no more favorable than those offered to
Tenant. In addition, Tenants election to either exercise or not exercise its
right of first refusal as to a particular offered space shall not terminate
such a continuing right to lease as to other space which may become available
within the Building.

3) Upon substantial completion of Landlords Work pursuant to Section
4.02, Tenant shall take possession under the terms of this Lease of 1,863
square feet of space contiguous to Tenants current space (as identified in
Exhibit B), under the terms and conditions of this Lease. On January 1, 2004,
the balance of the space currently occupied by Tenant shall be governed by the
terms and conditions of this Lease.

IN ADDITION TO THE FOREGOING, THE ATTACHED STANDARD COVENANTS, TERMS AND
CONDITIONS ARE INCORPORATED HEREIN AS PART OF THIS LEASE.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
28th day of June 2003 (the Signature Date).

WITNESSED:

|                  |  |                                        |  |                                              |  |                                    |  |                                                   
|----------------- |  | -------------------------------------- |  | -------------------------------------------- |  | ---------------------------------- |  | --------------------------------------------------
|                  |  | Landlord
STATE 94 PROPERTIES, L.L.C.
|                 
|                  |  | By:
Its:                               |  | State 94 Holding Company, L.L.C.
Sole Member
|                 
|                  |  |                                        |  | By:
Its:                                     |  | Kosmos Associates, LLC
Sole Member
|                 
|/s/ Jeff Hauptman |  |                                        |  |                                              |  | By:Its:                            |  | /s/ Felix de la IglesiaFelix de la Iglesia
Manager
|                 
|                  |  |                                        |  | Tenant
ESPERION THEREAPEUTICS, INC.       
|                 
|/s/ Dawn M. Evans |  |                                        |  | By:                                          |  | /s/ Timothy M. Mayleben           
|                 
|                  |  |                                        |  | Its:                                         |  | COO                               

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TABLE OF CONTENTS



|                                                   |  |  |  |  |  |  |  | 
|-------------------------------------------------- |  |  |  |  |  |  |  | 
|ARTICLE 1. GRANT AND TERM                         
|ARTICLE 2. RENT                                   
|ARTICLE 3. CONDUCT OF BUSINESS BY TENANT          
|ARTICLE 4. LANDLORDS AND TENANTS WORK           
|ARTICLE 5. MAINTENANCE                            
|ARTICLE 6. TAXES                                  
|ARTICLE 7. INDEMNITY AND INSURANCE                
|ARTICLE 8. UTILITIES                              
|ARTICLE 9. ASSIGNMENT OR SUBLETTING               
|ARTICLE 10. DESTRUCTION OF PREMISES               
|ARTICLE 11. EMINENT DOMAIN                        
|ARTICLE 12. DEFAULT                               
|ARTICLE 13. BANKRUPTCY OR INSOLVENCY              
|ARTICLE 14. WAIVER BY TENANT                      
|ARTICLE 15. ACCESS BY LANDLORD                    
|ARTICLE 16. RENEWAL OPTIONS AND HOLDING OVER      
|ARTICLE 17. QUIET ENJOYMENT                       
|ARTICLE 18. SECURITY DEPOSIT                      
|ARTICLE 19. MISCELLANEOUS                         
|EX-10.55 Advisory Services Agreement              
|EX-10.56 Employment Agreement - Adeoye Y. Olukotun
|EX-10.57 Amend. No. 1 to 2000 Equity Compensation 
|EX-10.58 Office Lease - State 94 Properties, LLC  
|EX-31.1 Certification Pursuant to Rules 13a-14(a) 
|EX-31.2 Certification Pursuant to Rules 13a-14(a) 
|EX-32.1 Certification Pursuant to 18 USC Sec. 1350
|EX-32.2 Certification Pursuant to 18 USC Sec. 1350



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TABLE OF CONTENTS

|            |  |                                  |  |   
|----------- |  | -------------------------------- |  | --
|ARTICLE 1.  |  | GRANT AND TERM                   |  | 1 
|ARTICLE 2.  |  | RENT                             |  | 4 
|ARTICLE 3.  |  | CONDUCT OF BUSINESS BY TENANT    |  | 5 
|ARTICLE 4.  |  | LANDLORDS AND TENANTS WORK     |  | 5 
|ARTICLE 5.  |  | MAINTENANCE                      |  | 8 
|ARTICLE 6.  |  | TAXES                            |  | 11
|ARTICLE 7.  |  | INDEMNITY AND INSURANCE          |  | 12
|ARTICLE 8.  |  | UTILITIES                        |  | 13
|ARTICLE 9.  |  | ASSIGNMENT OR SUBLETTING         |  | 14
|ARTICLE 10. |  | DESTRUCTION OF PREMISES          |  | 14
|ARTICLE 11. |  | EMINENT DOMAIN                   |  | 15
|ARTICLE 12. |  | DEFAULT                          |  | 15
|ARTICLE 13. |  | BANKRUPTCY OR INSOLVENCY         |  | 17
|ARTICLE 14. |  | WAIVER BY TENANT                 |  | 17
|ARTICLE 15. |  | ACCESS BY LANDLORD               |  | 18
|ARTICLE 16. |  | RENEWAL OPTIONS AND HOLDING OVER |  | 18
|ARTICLE 17. |  | QUIET ENJOYMENT                  |  | 20
|ARTICLE 18. |  | SECURITY DEPOSIT                 |  | 20
|ARTICLE 19. |  | MISCELLANEOUS                    |  | 20

EXHIBITS

|            |  |                                        
|----------- |  | ---------------------------------------
|Exhibit A   |  | Location of Premises                   
|Exhibit B   |  | Floor plan of Premises                 
|Exhibit C   |  | Landlords Work (Description and Plans)
|Exhibit C-1 |  | Criteria for Landlords Work           
|Exhibit D   |  | Tenants Work (Description and Plans)  
|Exhibit E   |  | Estoppel Letter                        
|Exhibit F   |  | Guaranty                               
|Exhibit G   |  | Description of Janitorial Services     
|Exhibit H   |  | Signage                                
|Exhibit I   |  | Acknowledgment of Possession           
|Exhibit J   |  | Rules and Regulations                  

NOTE: In the event Tenant is to pay anything more than Base
Rent on a monthly basis, Landlord is to provide Tenant a
letter detailing the estimated Additional Rent prior to Rental
Commencement.

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ARTICLE 1. GRANT AND TERM

SECTION 1.01. PREMISES. Landlord, in consideration of the rent to be
paid and the covenants to be performed by Tenant, hereby leases to Tenant, and
Tenant rents from Landlord, the premises as set forth in Paragraph A of the
Summary (Premises). The term Building shall be defined as the building of
which the Premises are a part and listed under Section A of the Summary.

The other suites, common areas (if any), exterior walls, phone closets,
mechanical rooms and roof of the Building in which the Premises are situated,
are not leased to Tenant and Tenant shall have no access to same (except as
provided in Section 5.01) without Landlords consent, which consent will not be
unreasonably withheld. Landlord reserves the right to use said areas or lease
them to other tenants, and the right to install, maintain, use, repair, and
replace pipes, ducts, conduits, wires and structural elements leading through
the Premises, in locations and times that will not materially interfere with
Tenants use of the Premises.

SECTION 1.02. TERM. The term of this Lease shall commence on the
Commencement Date set forth in Section B of the Summary. However, if the
Premises is currently occupied or requires Landlord to construct improvements
to the Premises as described in Exhibit C, the Commencement Date shall be the
later of the date upon which Landlord delivers notice to Tenant that the
current occupant has vacated the Premises and the date Landlord delivers
possession as provided in Section 1.03. The Lease terminates upon the Lease
Termination date as set forth in Paragraph B of the Summary. The period from
the Commencement Date to the Lease Termination date shall be defined as the
Initial Term.

SECTION 1.03. POSSESSION. Tenant shall take possession of the Premises
upon Landlords delivery. In the event Landlord is required to perform any
improvements to the Premises, as described in Exhibit C, Landlords Work, then
Tenant agrees to take possession upon Substantial Completion of the
improvements. For the purposes herein, Substantial Completion shall mean the
completion of the Landlords Work except for punch list items that do not
unreasonably interfere with Tenants use of the Premises or compromise the
security of the Premises. If Landlord and Tenant are unable to agree that the
Premises is at a level of Substantial Completion, then the Landlords architect
shall make such determination. Tenant agrees to sign an Acknowledgement of
Possession in the form attached as Exhibit I.




ARTICLE 2. RENT

SECTION 2.01. BASE RENT.

(a)  INTENTIONALLY DELETED.

(b)  Beginning on the Rental Commencement, as described under Paragraph B
of the Summary, Tenant agrees to pay the sums (Base Rent), as set forth in
Paragraph C of the Summary, to Landlord during the Initial Term of this Lease.
If a calendar date is not provided under Paragraph B of the Summary and the
word Possession is listed, then the Rental Commencement shall begin the day
the Tenant takes possession of the Premises as defined in Section 1.03.

Base Rent shall be payable in equal monthly installments in advance, on or
before the first day of each calendar month, to the Landlord, at the address
set forth in the Summary Paragraph K, or such other place as Landlord
designates, without any prior demand and without any deductions or setoff
whatsoever. If Landlord and Tenant shall mutually agree, Tenant shall
authorize Base Rent and Additional Rent, as identified in Section 2.02 below,
to be automatically debited from Tenants bank account and paid to Landlord as
required by this Lease.

Lease Year means a period of twelve consecutive months commencing on the
Commencement Date and the anniversary thereof. However, if the Commencement
Date is other than the first day of the month, the first date of the month
following the Commencement Date and the anniversary thereof shall be the first
day of the Lease Year.

SECTION 2.02. ADDITIONAL RENT. Rent means Base Rent and all other
amounts payable pursuant to any other provision of this Lease, all of which
amounts shall be deemed Additional Rent. Additional Rent shall be due and
payable to Landlord on demand (unless a longer period is specified in this
Lease), without any deductions or setoffs, at the place where and in the manner
in which Base Rent is payable. Tenants failure to pay any such amount when
due shall entitle Landlord to exercise any and all remedies provided for in
this Lease in the event of non-payment of Rent. Furthermore, in the event
Tenant or others have guaranteed payments under this Lease, a completed Exhibit
F shall be attached and made a part of this Lease.

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ARTICLE 3. CONDUCT OF BUSINESS BY TENANT

SECTION 3.01. USE OF PREMISES.Tenant shall use the Premises solely as
set forth in Paragraph H of the Summary, and for no other purpose without the
prior written consent of Landlord, which shall not be unreasonably withheld.

SECTION 3.02. LAWFUL USE.Tenants use shall at all times and at its
expense comply with all statutes, ordinances, and governmental orders and
regulations affecting Tenants business and the use, occupancy, safety and
cleanliness of the Premises, and shall indemnify Landlord and save it harmless
from all costs, damages and loss of any kind resulting from any violation
thereof. If any governmental license or permit is required at any time for the
lawful conduct of Tenants business, Tenant shall promptly procure and
thereafter maintain such license or permit and comply at all times with the
requirements thereof.

SECTION 3.03. CARE OF PREMISES.Tenant shall at all times keep the
Premises, including the interior portions of windows, safe, clean and free from
rubbish and dirt, and shall store all trash and garbage within the Premises,
and shall deposit, from time to time, all trash and garbage to dumpsters
provided by Landlord. Landlord shall be responsible for the care of all Common
Areas serving the Building and the Premises.

SECTION 3.04. WASTE OR NUISANCE.Tenant shall not commit or suffer to be
committed any waste in or on the Premises or any nuisance or other act or
condition that disturbs the quiet enjoyment of any occupant of the Building in
which the Premises are situated.




ARTICLE 4. LANDLORDS AND TENANTS WORK

SECTION 4.01. IMPROVEMENT FUNDING.Landlord shall pay all of the
construction costs for Landlords Work, as defined under Section 4.02 below
unless a fixed dollar amount per square foot is defined in Paragraph I of the
Summary. In the event a fixed amount is defined in Paragraph I of the Summary,
then this amount, multiplied by the Premises square footage, shall equal the
Landlords Total Obligation. The construction cost shall include, but not be
limited to, the cost of all materials and labor, all architectural,
engineering, design, and construction management fees, fees for permits and
inspection and all other costs directly related to completion of Landlords
Work (Total Costs).

Any amount over Landlords Total Obligation shall be paid with rent owed
under the lease by the Tenant upon Substantial Completion but not longer than
on the sixtieth (60th) day of possession. If the Total Costs of Landlords
Work shall be less than Landlords Total Obligation, then Landlord shall
reimburse to Tenant the difference between Landlords Total Obligation and the
Total Costs of Landlords Work as a rent credit for the next available payment
period (s). For example, if the monthly base rent is $100,000 per month, and
the rent credit is $200,000, and the final credit is calculated July 15, then
the Tenant shall be credited for August and September monthly base rental
payments.

SECTION 4.02. LANDLORDS WORK.Landlord, at Landlords sole cost and
expense, except as provided in Section 4.01 above, shall construct the
improvements and perform the other work as provided in Exhibit C attached
hereto and made a part hereof (Landlords Work).

(a)  Approval of Landlords Plans. The parties shall approve Landlords
Plans pursuant to the procedure described and as defined in this Section
4.02(a). Contemporaneously with the signing of this Lease, Landlord and Tenant
shall complete Exhibit C-1, Criteria for Landlords Work, which shall be
approved and initialed by Landlord and Tenant and Landlord and Tenant shall
approve and initial a copy of a floor plan layout proposal based upon the
criteria for Landlords Work as suggested by Landlords architect. As
necessary, Landlord shall prepare construction documents based on the criteria
for Landlords work and approved floor plan layout. The final construction
documents for Landlords Work shall be referred to as Landlords Plans.

(b)  Construction.



| | (i) |  | General. Upon final approval of Landlords Plans,
Landlord shall diligently prosecute Landlords Work to completion
without interruption or delay, in a first-class and good and
workmanlike manner, in accordance with Landlords Plans, using new
materials (unless otherwise noted in the architectural drawings
and agreed to), and in compliance with all applicable laws.
Landlord, at Landlords expense, and as part of Total Cost, shall
procure all building and other permits and approvals necessary for
performing Landlords Work.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)  |  | Tenants Representative. Tenant will appoint a Tenants
representative who shall have the right to inspect, or designate
an agent to inspect, the performance of Landlords Work, and to
give Landlord notice if Landlords Work performance does not
conform to Landlords Plans. However, said representative may not
enter the Premises until Tenants insurance obligations, as
defined in this Lease, are completely satisfied. If there is a
disagreement as to whether Landlords Work performance conforms to
the Landlords Plans, which disagreement cannot be resolved by the
parties within four (4) days following Landlords receipt of such
notice, then the mutual decision of the Landlords and Tenants
architects shall control. If such architects are unable to reach
a mutual decision, then such architects will jointly select a
third architect, and the decision of such third architect will
govern. As necessary, Tenants Representative will also be
available for one- to two-hour long weekly meetings with the
architect, construction manager, contractors, and any other
parties involved in the construction process until the completion
of the Punch List (as defined below).
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iii) |  | Change Orders. After Tenant has approved Landlords
Plans, Tenant may nonetheless submit proposed change orders for
Landlords Work to Landlord for Landlords approval, which
approval will not be unreasonably denied or delayed provided
Tenant agrees to pay within thirty (30) days any net increase in
construction cost (regardless of the agreed to budgets contained
herein this Lease) and agrees to any extension in the construction
schedule for Landlords Work as a result of such change order.
Landlord must obtain Tenants written approval of the contractors
price and any schedule adjustment for the proposed change order
before such change order is released to the contractor for
construction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

(c)  Notice of Delivery; Punch List. Landlord shall provide at least ten
(10) days advance notice to Tenant advising Tenant of the date on which
Landlord reasonably expects Landlords Work at the Premises to be Substantially
Complete. Within five (5) business days before or after such date, Landlord
and Tenant, or their representatives, shall inspect Landlords Work at the
Premises. If, as a result of Tenants inspection of the Premises, Tenant
discovers deviations or deficiencies from Landlords Plans, then Tenant may
deliver a list (preliminary punch list) of such deviations or deficiencies
(Punch List Items) to Landlord. The existence of a preliminary punch list
shall not postpone the delivery of Premises as long as (i) the Punch List Items
are customarily considered to be punch list items in the construction
industry, and (ii) neither the failure to complete nor the process of
completing any such Punch List Items will delay or unreasonably interfere with
Tenants Work or the operation of Tenants business in the Premises, and (iii)
the Punch List Items will not delay Landlord obtaining Tenants certificate of
occupancy. Landlord shall correct or cure the Punch List Items within thirty
(30) days following Landlords receipt of the punch list, or such longer period
as may be reasonably necessary, provided Landlord is proceeding with due
diligence to complete the Punch List Items. Landlord may enter the Premises at
any reasonable time to correct or cure the Punch List Items, provided Landlord
takes reasonable precautions to avoid interfering with Tenants Work or
Tenants business at the Premises. Subject to delays not in control of the
Landlord, if Landlord has not corrected or cured any remaining Punch List Items
to Tenants reasonable satisfaction within sixty (60) days following Landlords
receipt of a punch list on which such Punch List Items were listed, then Tenant
may complete the Punch List Items, and offset Tenants actual costs so expended
against the Rent next coming due.

(d)  Tenant Delay. For purposes of this Section 4, Tenant Delay shall
mean any delay in the performance of Landlords Work that occurs as the result
of (i) any request by Tenant either that Landlord perform any work in addition
to Landlords Work, or that delays, for any reason, Landlord commencing or
completing Landlords Work to be performed prior to the delivery of the
Premises to Tenant; (ii) any change by Tenant to Landlords Plans, other than a
change required to cause Landlords Plans to conform to the applicable laws;
(iii) any failure of Tenant to respond to any request for approval required
hereunder within the period specified herein for such response; or (iv) any
delay in Landlords Work caused by the installation of Tenants fixtures in the
Premises or the performance of any work or activities by Tenant prior to the
delivery of the Premises to Tenant. Upon the occurrence of any event that
Landlord contends is a Tenant Delay, Landlord shall promptly notify Tenant with
Landlords reasonable estimate of the expected delay and the date of Rental
Commencement shall be made earlier by the number of days of such estimate.

SECTION 4.03. TENANTS WORK. All work not provided herein to be done by
Landlord shall be performed by Tenant at Tenants expense and deemed to be
Tenants Work, including, but not limited to, all work designated as Tenants
Work in Exhibit D.

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(a)  Landlord shall have no liability whatsoever for loss or damage to
Tenants Work or to fixtures, equipment or other property of Tenant or Tenants
contractors, unless such loss or damage is the result of Landlords negligent
acts or omissions.

(b)  Within one hundred and eighty (180) days of Substantial Completion of
Landlords Work (or if no Landlords Work is to be performed, the Commencement
Date), Tenant must complete the following (i) substantial completion of
Tenants Work in accordance with the provisions of this Lease; (ii) furnish
evidence to the Landlord that all work has been completed and paid in full and
that all liens have been discharged of, recorded, waived or bonded over and
that no security interest relating thereto are outstanding; (iii) furnish
Landlord with all certificates (including appropriate Certificate of Occupancy
if necessary) and all final approvals with respect to Tenants Work that may be
required from any governmental authority and any board of Fire Underwriters or
similar body for use and occupancy of the Premises; (iv) furnish Landlord with
reproducible drawings of Tenants Work; (v) furnish Landlord full waivers of
liens and sworn statements from all persons performing labor and/or supplying
materials in connection with such work showing that all said persons have been
compensated in full; (vi) furnish Landlord a detailed breakdown of Tenants
final and total construction costs together with receipted invoices showing
payment thereof (if Landlord so requests in writing); (vii) submit warranties
for the benefit of Landlord for not less than one year against defects and
workmanship, materials and equipment. The provisions foregoing shall be
completed in said time period or, Landlord may, at his sole discretion, assess
Tenant a fine of $100.00 per day over the specified time period until the
provisions are completed, which shall be considered Additional Rent. Nothing
contained in this Section shall be deemed or construed to constitute Tenant as
Landlords agent or contractor for the performance of Tenants improvements.
Tenant hereby confirms and acknowledges that Tenants Work is to be performed
solely for the benefit of Tenant and not for the benefit of the Landlord.

SECTION 4.04. TENANTS ALTERATIONS.

(a)  Throughout the term of this Lease, Tenant may make non-structural
alterations, additions and improvements to the Premises as Tenant deems
necessary to the operation of its business not exceeding $5,000 in the
aggregate for any project or related projects. If any proposed alterations,
additions or improvements exceed $5,000 in the aggregate for any project or
related projects or are structural in nature, Tenant shall submit complete
plans and specifications for the proposed work to Landlord, and shall not
proceed without Landlords prior written consent which shall not be
unreasonably withheld or delayed. All such work shall comply with the
requirements of Section 4.04(b) and will become the property of Landlord at the
expiration of the Term or any earlier termination of this Lease. Tenant shall
promptly repair any damage to the Premises and the Building caused by any such
work. For purposes of this Section 4.04, the term structural shall mean
anything pertaining to the foundation, exterior and load bearing walls and
columns and roof of the Building. For purposes of this Section 4.04(a),
Landlord shall not have unreasonably delayed its consent if it shall have
responded to Tenant within three (3) business days if the estimated cost of
such alterations, additions or improvements does not exceed $25,000 and within
thirty (30) days for such alterations, additions or improvements exceeding
$25,000. Landlord shall notify Tenant in writing within 30 days after
execution of this Lease about which alterations that had previously made by
Tenant need to be removed upon expiration or termination of this Lease. If
Landlord does not notify Tenant within this 30 day period Tenant will not be
obligated to remove any alterations made prior to the effective date of this
Lease.

(b)  No Tenant alternations, additions or improvements shall be undertaken
until Tenant provides insurance policies or certificates of insurance complying
with the requirements in Article 7. Tenant shall comply with all applicable
municipal codes and ordinances, including obtaining a building permit if
required from the local governing authority, and with the Michigan Construction
Lien Act. Promptly after completion of any such alterations, additions or
improvements, Tenants architect (if any) or contractor shall certify in
writing to Landlord that all such alterations, additions or improvements have
been completed in conformity with all applicable statutes, codes and
ordinances.

(c)  Tenant will not perform any work capable of activating the Building
fire alarm system without having a qualified alarm technician present and
without giving Landlord a minimum of five days notice. Any instance Tenants
work that (i) activates the Building alarm where proper notice was not given,
(ii) disrupts any utility to another tenant, or (iii) in the sole judgment of
Landlord, creates unsafe conditions to Building tenants, patrons or passersby,
shall cause the Tenant to be fined $500.00, per day or occurrence, whichever
yields the largest fine, which shall be considered Additional Rent.

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SECTION 4.05. SIGNS.In accordance with applicable codes of the local
governing authority and Landlords written consent, which shall not be
unreasonably withheld, Tenant shall be permitted to erect signage as defined in
Exhibit H.

SECTION 4.06. TENANTS FIXTURES.Tenant, at Tenants sole expense, may
install in or affix to the Premises necessary trade fixtures, personal
property, equipment and fixture, provided that such items are installed, are
removable without damage to the Building, and that such items do not exceed the
weight-bearing capacity of the Premises or place unusual demands on utility
services to the Premises. Prior to the installation of such trade fixtures,
Tenant will provide Landlord with plans for their installation. Landlord may
require that Tenant, and Tenant upon demand shall, provide data regarding the
weight and operating characteristics of such trade fixtures and other property,
and may deny approval for such trade fixtures or other property if Landlord,
acting reasonably, determines that such trade fixtures will exceed the
Buildings capacities or place unusual demands on utility services to the
Premises.

SECTION 4.07. REMOVAL.Tenant shall not remove any alterations, additions
or improvements on the expiration or termination of this Lease; except that
trade fixtures installed by Tenant may be removed if all Rent and all other
sums payable by Tenant pursuant to this Lease have been paid in full and Tenant
is not otherwise in default hereunder, in which event Tenant shall promptly
repair any damage to the Premises caused by removal of the trade fixtures. For
clarification purposes trade fixtures will include the environmental control
systems installed by Tenant for its Mass Spectrometer.




ARTICLE 5. MAINTENANCE

SECTION 5.01. COMMON AREAS.For the purpose of this section, and
wherever else used in this Lease, the Common Areas of the Building shall be
defined to include, by way of illustration and not limitation, all sidewalks,
parking areas, landscaping, drainage, common area lighting facilities, shared
restroom facilities, shared hallways, walkways, stairwells, entries, vestibules
and elevators, boilers, chillers, makeup air systems, condensers and any other
heating and cooling equipment providing conditioned air to any part of the
Building, the roof and flashing (including all vents, scuttles, trap doors and
appurtenances thereto in place as of the date of Signature hereof or installed
hereafter), as well as other portions of the Building, all underground utility
lines servicing the building in the Building, all exterior decorations and
ornaments on the building and the canopy thereon, if any, and the decorating,
painting and pointing of building exteriors. The Common Areas shall at all
times be subject to the exclusive control and management of Landlord, and
Landlord shall have the right from time to time to establish, modify and
enforce reasonable rules and regulations with respect to the use of all such
common area and facilities, copies of which shall be provided to Tenant.
Except to the extent it materially interferes with the operation of Tenants
business, Landlord shall have the right to operate and maintain the same in
such a manner as Landlord, in its sole discretion, shall determine from time to
time, including, without limitation, the right to employ all personnel and to
make all rules and regulations pertaining to and necessary for the proper
operation and maintenance of said common areas and facilities.

Landlord shall maintain in good repair the Common Areas including, without
limitation, sweeping, striping and snow and ice removal necessary to maintain
all driveway, sidewalks, streets and parking areas and repair, and replacement
of same, and all maintenance, replacement and repair of roof, flashings,
gutters, downspouts, floor slab, outer walls and structural portions of the
Building. Landlord shall comply, at its own expense, with all laws, ordinances
and regulations of public authority or private restrictions that apply to any
portion of the Common Areas, including, without limitation, the Americans With
Disabilities Act. Landlord shall not be required to make any repairs caused in
whole or in part by any act or negligence of Tenant, its agents, employees,
invitees, licensees or contractors. Landlord shall have access to the Premises
at reasonable times to perform any of the foregoing work.

Landlord hereby grants to Tenant and Tenants employees agents, customers
and invitees, the right, during the term hereof, to use, in common with others
having rights in the Building entitled to the use thereof, Common Areas;
provided, however, that access to the roof, phone closets and mechanical rooms
by Tenant shall be governed by Section 1.01 hereof. Landlord agrees to
operate, manage and maintain, during the term of this Lease, the Common Areas.

Commencing upon the Rental Commencement, Tenant shall pay to Landlord
reasonable estimates made by Landlord of Tenants share of the cost of
operating, maintaining, repairing and replacing the Common Area (Common Area
Costs) (other than Capital Expenses as defined by GAAP, which shall be paid
solely by Landlord) monthly in advance concurrently with the payment of rent.
Tenants share shall be the percentage share, as set forth in Paragraph E of
the Summary, of Common Area Costs in excess of the Common Area

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Costs for the Base Year, as set forth in Paragraph E of the Summary. The
amount to be paid by Tenant to Landlord hereunder during the first and last
years of the term hereof shall be equitably prorated to apply only to the
period during such years while this Lease is actually in effect. The estimated
monthly payment shall be established by Landlord in letter form under separate
cover prior to Rental Commencement and shall be calculated by: (Tenants
percentage share of the Common Area Costs) less the (Base Year amount divided
by twelve as shown in Paragraph E of the Summary).

Notwithstanding anything to the contrary in this paragraph, all operating
expenses shall be reasonable, actual out-of-pocket, incurred at competitive
rates, and be for the operation, repair or maintenance of the Building. All
operating expenses shall be net any credits, allowances, reductions, discounts,
or reimbursements received by or owing to the Landlord. Landlord shall use its
best efforts to keep the operating expenses down while maintaining a
first-class office building.

Notwithstanding the above, operating expenses shall not include the
following:



| | (a) |  | Real Estate Taxes as defined in Section 6.01(a);                                                                                                                                                                                                                                                                                           
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Leasing commissions, costs, disbursements, and other expenses
incurred in connection with leasing, renovating, or improving space
for tenants or other occupants or prospective tenants or other
occupants of the Building.                                                                                                                
|
| | (c) |  | Costs incurred by Landlord in the discharge of its build-out
obligations under Exhibit C;                                                                                                                                                                                                                                                  
|
| | (d) |  | Costs, including permit, license and inspection fees, incurred
in renovating or otherwise improving or decorating, or redecorating
vacant space or space for tenants or other occupants;                                                                                                                                                   
|
| | (e) |  | Landlords cost of any service sold to tenants or other
occupants for which Landlord is entitled to be reimbursed as an
additional charge or rental over and above the Rent and Additional
Rent payable under the lease with that tenant or other occupant;                                                                                
|
| | (f) |  | Any depreciation and amortization on the Building;                                                                                                                                                                                                                                                                                         
|
| | (g) |  | Expenses in connection with services or other benefits of a
type that are not provided to Tenant but which are provided to
another tenant or occupant;                                                                                                                                                                                     
|
| | (h) |  | Costs incurred due to violation by Landlord of any of the terms
and conditions of this Lease or any other lease relating to the
Building;                                                                                                                                                                                                  
|
| | (i) |  | Overhead and profit increments paid to subsidiaries or
affiliates of Landlord for management or other services on or to the
Building or for supplies or other materials, to the extent that the
costs of the services, supplies or materials exceed the costs that
would have been provided by unaffiliated parties on a competitive
basis.
|
| | (j) |  | Interest on debt or amortization payments on any mortgages or
deeds of trust or any debt for borrowed money;                                                                                                                                                                                                                               
|
| | (k) |  | Any compensation paid to clerks, attendants, or other persons
in commercial concessions operated by Landlord;                                                                                                                                                                                                                              
|
| | (l) |  | Rentals and other related expenses incurred in leasing air
conditioning systems, elevators or other equipment ordinarily
considered to be of a capital nature, except equipment used in
providing janitorial services that is not affixed to the Building;                                                                                 
|
| | (m) |  | All items and services for which Tenant reimburses Landlord or
pays third persons of which Landlord provides selectively to one or
more tenants or occupants of the Building other than Tenant without
reimbursement;                                                                                                                      
|
| | (n) |  | Advertising and promotional expenses;                                                                                                                                                                                                                                                                                                      
|
| | (o) |  | Repairs and other work occasioned by fire, windstorm, or other
casualty, to the extent repairs and other work are paid from
insurance or condemnation proceeds;                                                                                                                                                                            
|
| | (p) |  | Costs incurred in operating the parking facilities for the
Building;                                                                                                                                                                                                                                                                       
|
| | (q) |  | Capital expenditures;                                                                                                                                                                                                                                                                                                                      
|
| | (r) |  | Management fees in excess of what is customary for similar
buildings in Southeast Michigan;                                                                                                                                                                                                                                                

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| | (s) |  | Wages, salaries, or fees paid to executive personnel of
Landlord;                                                                                                                                                                                                                                                                 
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (t) |  | Any charge for Landlords income tax, excess profits taxes, or
similar taxes on Landlords business;                                                                                                                                                                                                                              
|
| | (u) |  | Legal fees;                                                                                                                                                                                                                                                                                                                       
|
| | (v) |  | Non-recurring cost incurred to remedy defects in original
construction materials or installations;                                                                                                                                                                                                                                
|
| | (w) |  | Any costs incurred to test, survey, cleanup, contain, abate,
remove, or otherwise remedy hazardous wastes or materials or
asbestos-containing materials from the Property unless the hazardous
wastes or materials or asbestos-containing materials were in or on
the Property because of Tenants negligence or intentional acts;
|
| | (x) |  | Any costs to remedy an indoor pollution problem;                                                                                                                                                                                                                                                                                
|
| | (y) |  | Any costs incurred to comply with the Americans With
Disabilities Act (42 USC 12101) or any other federal or state or
local legislation, rules, regulations, ordinances or codes governing
or requiring handicap access; and                                                                                                    
|
| | (z) |  | Any other expenses that under generally accepted accounting
principles (consistently applied) and practice would not be
considered a normal maintenance or operating expense.                                                                                                                                                     

Notwithstanding anything contrary in this paragraph, Common Area Costs
which are controllable shall not increase more than five percent (5%) over what
the operating expenses were in the previous year. For purposes of this Section
5.01, the term controllable shall mean any Common Area Cost except snow
removal, landscaping, insurance, property taxes or assessments and utilities.

On or before May 31 of each year, Landlord shall provide Tenant with a
written statement of the actual Common Area Costs for the previous calendar
year (Common Area Cost Statement), and Tenant shall reimburse Landlord for
any underpayment thereof within fifteen (15) days from the date such statement
is received by Tenant. Any overpayment by Tenant shall be credited against the
next monthly installment of Common Area Costs due from Tenant hereunder. Upon
request, Landlord shall provide Tenant with copies of such paid invoices and
other information pertaining to payment of Common Area Costs as is necessary to
substantiate the Common Area Cost Statement presented to Tenant. Any
over-payments made by Tenants as determined upon the expiration of the Lease
Term or any extension thereof shall be refunded to Tenant. Under no
circumstances shall Tenant be responsible for Landlords capital expenditures
and such capital expenditures shall not be charged to Tenant as part of Common
Area Costs.

SECTION 5.02. BUILDING ALTERATIONS BY LANDLORD.Notwithstanding
anything in this Lease to the contrary, Landlord reserves the right at any time
and from time to time, without notice to Tenant or liability, to Tenant for
damage or injury to Tenants business, and without constituting an eviction or
disturbance of Tenants use or possession of the Premises or giving rise to any
claim for setoff or abatement of rent to the extent that it does not materially
interfere with Tenants business: (i) to make alterations, changes, and
additions to the Building (including the Common Areas), (ii) to add additional
areas to the Building and/or to exclude areas therefrom, (iii) to construct
additional buildings or other improvements on the land occupied by the
Building, including Common Areas, (iv) to remove or relocate a part of the
Building, and (v) to relocate any other tenant in the Building, provided in
each such case changes undertaken by Landlord shall not unreasonably interfere
with Tenants use of the Building as permitted under this Lease. Provided
further, that any cost incurred in connection with such actions shall be
Landlords expense, and shall not be classed as Common Area Costs or
otherwise charged to Tenant.

SECTION 5.03. TENANTS OBLIGATIONS.

(a)  Except as specifically provided in Section 5.01, Tenant shall maintain
the Premises and every part thereof and all appurtenances thereto in good
order, condition and repair (including replacement of parts and equipment if
necessary), including, without limitation, the exterior and interior portion of
all doors, door frames, door checks, interior walls, floors, ceilings, and
plumbing and electrical systems within the Premises. The plumbing and sewage
facilities shall not be used for any purpose other than that for which they are
constructed, and no foreign substance of any kind shall be introduced therein.
Tenant shall be responsible for all expenses incurred in connection with any
breakage, stoppage or damage resulting from a violation of this provision by
Tenant, its agents, employees, invitees, or contractors. If replacement of
equipment, fixtures and appurtenances thereto is necessary, Tenant shall
replace the same with equipment, fixtures and appurtenances of the same quality
as originally installed, and repair all damages done in or by such replacement.
Under no

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circumstances shall Tenant shutdown any service to any other part of the
Building other than the Premises and even then Tenant must give Landlord
reasonable notice of Tenants intentions.

(b)  Tenant shall at its expense maintain the Premises in a clean, sanitary
and safe condition in accordance with the laws of Michigan and in accordance
with all directions, rules and regulations of health officers, fire marshals,
building inspectors, and other governmental officials, and comply with all
requirements of law affecting the Premises. At the expiration or termination
of this Lease, Tenant shall surrender the Premises in good condition,
reasonable wear and tear, loss by fire or other unavoidable casualty excepted.

(c)  Tenant shall at its expense install and maintain fire extinguishers
and other fire protection devices as required by any agency having jurisdiction
or by insurance underwriters.

(d)  Tenant shall keep the Premises free of all liens arising out of any
work performed, materials furnished or obligations incurred by or for Tenant,
and shall bond against or discharge any construction lien within 10 days after
notice thereof from any source.

(e)  If Tenant fails to perform its obligations hereunder, after applicable
notice and cure periods, Landlord, without notice, may, but shall not be
obligated to, perform Tenants obligations or perform work resulting from
Tenants acts, actions or omissions and add the cost of the same to the next
installment of Base Rent due hereunder.

SECTION 5.04. OPERATION BY TENANT. Tenant covenants and agrees that it
will not place or maintain any merchandise, vending machines or other articles
in any vestibule or entry of the Premises or outside the Premises so as to
extend into any portion of the common area or adjacent sidewalk (except as
expressly provided herein); store garbage, trash, rubbish and other refuse in
rat-proof and insect-proof containers inside the Premises, and remove the same
frequently and regularly and, if directed by Landlord, by such means and
methods and at such times and intervals as are designated by Landlord, all at
Tenants cost; not permit any sound system which is audible outside the
Premises or objectionable advertising medium which is visible outside the
Premises; keep all mechanical equipment free of vibration and noise and in good
working order and condition; not commit or permit waste or a nuisance upon the
Premises; not permit or cause noxious or offensive odors to emanate or be
dispelled from the Premises; not solicit business in the common areas nor
distribute advertising matter to, in or upon any common area; not permit the
loading or unloading or the parking or standing of delivery vehicles outside
any area designated therefor, nor permit any use of vehicles which will
interfere with the use of any common area in the Building; comply with all
laws, recommendations, ordinances, rules and regulations of governmental,
public, private and other authorities and agencies, including those with
authority over insurance rates, with respect to the use or occupancy of the
Premises; not permit any noxious, toxic or corrosive fuel or gas, dust, direct
or fly ash on the Premises; not place a load on any floor in the Building which
exceeds the floor load per square foot which such floor was designed to carry.
Landlord may fine Tenant $100.00 per occurrence plus removal costs for
improperly disposed trash, as Additional Rent.

SECTION 5.05. STORAGE. Except in emergencies, Tenant shall have in the
Premises only equipment and all other items normally associated with its
business.




ARTICLE 6. TAXES

SECTION 6.01. REAL ESTATE TAXES.

(a)  Tenant agrees to pay Landlord Tenants proportionate share of all
taxes, existing and future, assessments, general and special, and government
charges of any kind and nature whatsoever which have been or may be levied or
assessed by any lawful authority against the land, Building or improvements
presently and/or at any time during the term of this Lease comprising the
Building and the Common Areas of which the Premises is a part, in excess of
such taxes for the calendar year, as set forth in Paragraph E of Summary
showing Tenants proportionate share and the base year. Monthly estimate shall
be Tenants prorata share of the Real Estate Taxes less the Base Year amount
divided by twelve as shown in Paragraph E of the Summary.

(b)  Tenants share of taxes and assessments shall be paid in monthly
installments on or before the first day of each calendar month, in advance, in
an amount estimated by Landlord, or Landlord may, at its option, bill such
taxes in arrears. If Landlord is required under any mortgage of the land and
building to escrow real estate taxes, Landlord may, but shall not be obligated
to, use the amount required to be escrowed as a basis for its estimate of the
monthly installments due from Tenant hereunder. On receipt of all tax and
assessment bills incurred in any Lease Year, Landlord shall furnish Tenant a
written statement of the amount of Tenants share of

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the taxes and assessments for such year. A copy of a tax or assessment bill submitted by Landlord to
Tenant shall at all times be sufficient evidence of the amount of taxes and
assessments levied or assessed against the property to which such bill relates.
If the total amount paid by Tenant under this Section for any Lease Year is
less than the actual amount due from Tenant for such period, Tenant shall pay
to Landlord the difference between the amount paid and the amount due, within
fifteen (15) business days after the furnishing of such statement. If the total
amount paid by Tenant hereunder for any Lease Year exceeds the actual amount
due from Tenant for such period, the excess shall be credited against the next
installment of taxes and assessments due from Tenant hereunder. Tenants share
of such taxes and assessments shall be calculated in the same manner and paid
at the same time as Tenants share of common area expenses, pursuant to Section
5.01. The estimated monthly tax payment shall be established by Landlord in
letter form under separate cover prior to Rental Commencement.

SECTION 6.02. PERSONAL PROPERTY TAXES.Tenant shall pay before the due
date all federal, state and local taxes and assessments of any kind against the
Tenants leasehold interest and all personal property owned by or placed in,
upon or about the Premises, and furnish proof of payment to Landlord within
five days of request.




ARTICLE 7. INDEMNITY AND INSURANCE

SECTION 7.01. INDEMNITY BY LANDLORD AND TENANT.

(a)  Tenant shall indemnify Landlord and hold it harmless from and against
all claims, actions, damages, liability and expenses, including attorneys
fees, in connection with any loss of life, personal injury and/or damage to
property arising out of any occurrence in or about the Premises, which arises
out of Tenants occupancy or use of the Premises, or arising out of Tenants
failure to comply with any provision of this Lease, or occasioned wholly or in
part by any act or omission of Tenant, its agents, contractors, employees or
invitees.

(b)  Landlord shall indemnify Tenant and hold it harmless from and against
all claims, actions, damages, liabilities and expenses, including reasonable
attorneys fees, in connection with any loss or personal injury and/or damage
to property arising out of or resulting from breach of this Lease, the
negligence or intentional misconduct of Landlord, its agents, contractors,
employees or invitees.

(c)  Anything in this Lease to the contrary notwithstanding, in the event
of any damages to the Building arising wholly or in part out of any act or
omission of Tenant, its agents, employees, contractors or invitees, and all or
any portion of Landlords loss is deductible under Landlords insurance
policies, Tenant shall pay to Landlord on demand the amount of such deductible
loss as Additional Rent.

SECTION 7.02. NON-LIABILITY OF LANDLORD.

(a)  Landlord shall not be responsible or liable to Tenant, or to those
claiming by, through or under Tenant, for any loss or damage caused to Tenant
or its property from the breaking, bursting, stoppage or leaking of water, gas,
sewer or steam pipes, or electrical cable or wires, or for any damage or loss
of property in the Premises from any cause whatever, unless such loss or damage
is caused by the negligence of Landlord, its agents, contractors, employees or
invitees.

SECTION 7.03. TENANTS INSURANCE.Tenant shall at its expense, at all
times from and after the earlier of the Commencement Date or the date of the
performance of work or any other activities by Tenant in the Premises, maintain
the following insurance on a first dollar non-deductible basis:

(a)  General commercial liability insurance, with respect to the Premises
and the business operated by Tenant, including blanket contractual coverage
against claims for or arising out of personal injury, death or property damage,
occurring in, on, or about the Premises, the buildings or the land, or to
property in, on, or about the streets, sidewalks or adjacent premises, such
insurance to afford protection to the limit at the beginning of the term of not
less than One Million Dollars ($1,000,000) Single Limit per occurrence and
Two Million Dollars ($2,000,000) annual aggregate for personal injury and
property damage and thereafter in such
amounts as the Landlord may reasonably require, and comprehensive
automobile liability insurance covering all owned, leased and hired automobiles
of Tenant in the same amount.

(b)  All-risk property insurance, written at not less than replacement cost
value and with replacement cost endorsement, covering all Tenants personal
property in the Premises (including without limitation inventory, trade
fixtures, floor coverings, furniture and all other property removable by Tenant
under the provisions of this Lease) and all leasehold improvements installed in
the Premises by or on behalf of Tenant;

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(c)  Workers compensation insurance in form and amounts required by law;
and

(d)  If the insurance maintained pursuant to Section 7.03(a) is a claims
made policy, Tenant shall, not less than one complete Lease Year before the
expiration of the Term, purchase extended insurance coverage that provides
protection in the limits specified above for not less than three full Lease
Years after expiration of the Lease.

SECTION 7.04. TENANTS CONTRACTORS INSURANCE.Tenant shall require any
contractor performing work in or on the Premises to maintain the following
insurance on a first dollar non-deductible basis, at no cost to Landlord:

(a)  Comprehensive general liability insurance, including but not limited
to contractors liability coverage, contractual liability coverage, completed
operations coverage, broad form property damage endorsement, and contractors
protective liability coverage, with combined limits of not less than $2,000,000
for personal injury or death and property damage, or such greater amount as
Landlord may require; and

(b)  Workers compensation insurance in form and amounts required by law.

SECTION 7.05. POLICY REQUIREMENTS.The companies writing any insurance
which Tenant is required to maintain or obtain pursuant to Sections 7.03 and
7.04, and the form of such insurance, shall at all times be subject to
Landlords reasonable approval, and each such company shall be authorized or
eligible unauthorized in Michigan and have a Bests rating of at least A-.
Commercial general liability and automotive liability insurance pursuant to
Sections 7.03(a) and (b) and 7.04(a) shall name Landlord and any other parties
in interest designated by Landlord as additional named insured parties, and
shall contain a provision by which the insurer agrees that the policy will not
be canceled except after 30 days written notice to Landlord or its designees.
Certificates of such insurance (Accord Form 27) (or, at Landlords request,
each policy) shall be deposited with Landlord on the earlier of the
Commencement Date or the date Tenant performs any work or engages in any other
activity in the Premises and, in case of renewal, not less than thirty (30)
days prior to the expiration of the preceding coverage.

SECTION 7.06. WAIVER OF RIGHT OF RECOVERY.Neither Landlord nor Tenant
shall be liable to the other or to any insurance company (by way of subrogation
or otherwise) insuring the other party for any loss or damage to any building,
structure, or other property, or any resulting loss of income, or liability for
personal injury, or losses under workers compensation laws and benefits, even
though such loss or damage might have been occasioned by the negligence of such
party, its agents or employees, to the extent that such loss or damage is
covered by insurance benefiting the party suffering the loss or damage.

SECTION 7.07. TENANTS SHARE OF LANDLORDS INSURANCE COSTS.Landlord
shall maintain insurance against fire, vandalism, malicious mischief and such
other perils as from time to time are included in a standard extended coverage
endorsement and, at Landlords option, special extended coverage endorsements,
insuring the building in which the Premises are situated in an amount equal to
100% of the replacement cost, if available, and with or without deductible, at
Landlords option and rental loss coverage in such form and amount as Landlord
shall reasonably determine. Tenant agrees to pay its proportionate share of
all premiums for such insurance during the Terms, in excess of the calendar
year as set forth in Paragraph E of the Summary showing Tenants proportionate
share and the base year. Tenants share of such insurance premiums shall be
calculated in the same manner and paid at the same time as Tenants share of
Real Estate Taxes, pursuant to Section 6.01. The estimated monthly insurance
payment shall be established by Landlord in letter form under separate cover
prior to Rental Commencement.




ARTICLE 8. UTILITIES

SECTION 8.01. UTILITY CHARGES.Tenant shall be responsible for and
promptly pay all consumption charges for water, gas, heat, electricity, sewer
and any other utilities used in or furnished to the Premises. If possible,
such services shall be separately metered or billed for use consumed on the
Premises. If such services cannot be separately metered, then the cost thereof
shall be estimated on a prorata basis per Paragraph E of the Summary, paid monthly by Tenant and reconciled annually
by Landlord not later than March 31 of each year for the previous year. The
obligation of Tenant to pay for utilities shall commence as of the date Tenant
takes possession of the Premises. The estimated monthly utilities payment
shall be established by Landlord in letter form under separate cover prior to
Tenant taking possession.

SECTION 8.02. ADDITIONAL SERVICES.If Tenant requests any other utilities
or services in addition to those set forth herein above, Landlord shall use
reasonable efforts to attempt, at Landlords reasonable

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discretion, either to
furnish Tenant with such additional utilities or services, or to make same
available to Tenant. In the event Landlord is able to and does furnish such
additional utilities or services to Tenant, the cost thereof shall be borne by
Tenant. In the event that Landlord advances funds for such additional
utilities or services, Tenant shall reimburse Landlord as Additional Rent.

SECTION 8.03. INTERRUPTION OF SERVICES.Tenant understands, acknowledges
and agrees that any one or more of utilities or other services referred to
herein above may be by reason of accident, emergency or other causes beyond
Landlords control. Tenant further understands that such utilities may be
discontinued or diminished temporarily by Landlord or other persons until
certain repairs, alterations or improvements can be made. Tenant further
understands, acknowledges and agrees that Landlord does not represent or
warrant the uninterrupted availability of such utilities or building service,
and that any such interruption shall not be deemed an eviction or disturbance
of Tenants right to possession, occupancy, use and quiet enjoyment of the
Premises or any part thereof, or render Landlord liable to Tenant for damages
by abatement of rent or otherwise or relieve Tenant from the obligation to
perform its covenants under this Lease.




ARTICLE 9. ASSIGNMENT OR SUBLETTING

SECTION 9.01. ASSIGNMENT OR SUBLETTING.Tenant shall not assign or in
any manner transfer this Lease or any estate or interest therein, nor lease or
sublet the Premises or any part thereof or any right or privilege appurtenant
thereto, nor allow anyone to conduct business at, in or from the Premises
(whether as concessionaire, franchisee, licensee, permittee, sub-tenant, or
otherwise), whether by voluntary or involuntary act of Tenant, except with
Landlords prior written consent, which shall not be unreasonably withheld or
delayed more than ten (10) days after receipt from Tenant of all materials
required by this Section 9.01. However, Landlord may elect to terminate this
Lease (without penalty to Tenant) upon receipt of notice from Tenant of
Tenants desire to sublease or assign Tenants right to the Premises, except
where Tenant proposes to assign this Lease in connection with the sale of
Tenants business or sublease less than fifty percent of the Premises. Tenant
shall submit to Landlord, with any request for Landlords consent to any
proposed transfer, written evidence of the business experience and financial
condition of the proposed transferee, and a description of the business
proposed to be conducted in the Premises by the transferee. Landlord will have
the right to disapprove of any proposed transfer for any lawful reason Landlord
determines in good faith, which may include (without limitation) the business
experience and/or financial condition of the proposed transferee, and/or the
nature of the business to be conducted in the Premises. No transfer shall
relieve Tenant or any guarantor of Tenants obligations under this Lease from
responsibility for payment of all Rent and all other amounts to be paid, and
performance of all obligations, according to the terms of this Lease and any
amendments, extensions and renewals thereof. Any such prohibited act by Tenant
(or any attempt at same), either voluntarily or involuntarily, shall at
Landlords option terminate this Lease, and any purported such act shall be
null and void. The voluntary or other surrender of this Lease by Tenant, or a
mutual cancellation thereof, shall not work a merger and shall, at the option
of Landlord, terminate any or all franchises, concessions, licenses, permits,
subleases, subtenancies, operating arrangements or the like, or may, at the
option of Landlord, operate as an assignment thereof to Landlord. All of the
sums or economic consideration received by Tenant as a result of such
subletting or assignment, whether the denominated rental or otherwise for any
sublease or assignment, which exceeds, in the aggregate, the total sums of
which Tenant is obligated to pay Landlord under this Lease (prorated to reflect
obligations allocable to that portion of the Premises subject to such sublease)
shall be payable to Landlord as Additional Rent under this Lease without
effecting or reducing any other obligation of Tenant hereunder.




ARTICLE 10. DESTRUCTION OF PREMISES

SECTION 10.01. REPAIR OF PREMISES.If the Premises or building shall be
partially or totally destroyed by fire or other casualty insured under
insurance carried by Landlord, so as to become partially or totally
untenantable, the damage to the Premises shall be promptly repaired by
Landlord, to the extent of any proceeds received from such insurance, unless
Landlord elects not to repair or rebuild the Premises as hereinafter provided.
The obligation of Landlord hereunder shall be limited to repairing or
reconstructing the Premises to substantially the same condition as existed immediately prior
to the casualty. In no event shall Landlord be required to repair or replace
Tenants inventory, trade fixtures, furnishings or equipment. If Landlord is
required or elects to repair or rebuild the Premises, Tenant shall repair or
replace its inventory, trade fixtures, furnishings and equipment in a manner
and to at least a condition equal to that existing prior to the casualty.
During any period where all or a portion of the Premises is rendered unusable
due to fire or other

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casualty, then Rent shall be decreased proportionately
during the period of repair and restoration to the extent that the Premises are
unusable prior to repair and restoration.

SECTION 10.02. LANDLORDS OPTION TO TERMINATE.In the event that
Building or the Premises shall be damaged by fire or other casualty during the
term of this Lease so as to render more than fifty percent (50%) of the
Premises untenantable, this Lease may be terminated by Landlord by delivery of
thirty (30) days prior written notice thereof to Tenant, but shall continue
unless so terminated.

SECTION 10.03. TENANTS OPTION TO TERMINATE.In the event of damage or
destruction of the Premises, Landlord shall advise Tenant, within thirty (30)
days after such damage or destruction of the Premise occurs, whether Landlord
is able to substantially restore the Premises and eliminate and substantial
interference with Tenants use of the Premises within one hundred eighty (180)
days. If Landlord advises Tenant that it is unable to substantially restore
the Premises and eliminate any substantial interference with Tenants use of
the Premises within one hundred eighty (180) days or Landlord fails to do so
within one hundred eighty (180) days, Tenant may, by providing written notice
to Landlord within fifteen (15) days of receipt of the notice from Landlord or
expiration of the 180-day period, as the case may be, terminate this Lease at
the end of the fifteen (15th) day after Landlords receipt of such notice,
unless Landlord has substantially restored the Premises and eliminated any
substantial interference with Tenants use of the Premises within such 15-day
period, in which case the Lease shall remain in full force and effect.




ARTICLE 11. EMINENT DOMAIN

SECTION 11.01. TOTAL CONDEMNATION.

If all of the Premises shall be taken by any public authority under the
power of eminent domain or by private purchase in lieu thereof, the Term of
this Lease shall cease as of the date possession is taken by such public
authority and the Rent shall be paid to that date.

SECTION 11.02. PARTIAL CONDEMNATION.

If more than fifty (50%) percent of the Premises shall be so taken, either
party may terminate this Lease by written notice to the other party within 30
days after such taking. If neither party exercises its right of termination,
the Term shall cease only with respect to the part of the Premises taken, as of
the date possession is taken by the public authority, and thereafter all the
terms of this Lease shall continue in effect, except that the Annual Rent shall
be reduced in proportion to the amount of first floor area of the Premises
taken, and Landlord shall make necessary repairs or alterations to the building
so as to constitute the remaining Premises a complete architectural unit. In
no event, however, shall Landlord be obligated to spend for any reconstruction
any amount in excess of the damages awarded to it for the taking.

SECTION 11.03. DAMAGES.

All damages awarded for any such taking, whether for the whole or part of
the Premises, shall, as between Landlord and Tenant, belong to and be the
property of Landlord, whether such damages are awarded as compensation for
diminution in value to the estate of the Landlord or of the Tenant; provided,
that Landlord shall not be entitled to any separate award made for damage to,
and/or cost of removal of, Tenants business operations, inventory and trade
fixtures. Nothing in this Article 11 shall prohibit Tenant from participating
in any proceeding involving such taking and to receive all awards which by law
it is entitled, except as provided above.




ARTICLE 12. DEFAULT

SECTION 12.01. INTEREST ON LATE PAYMENTS.

All Rent and other amounts required to be paid by Tenant to Landlord not
paid within ten (10) days of the date due shall bear interest from the due date
until Landlords actual receipt of payment, at the rate of ten (10%) percent
per annum.

SECTION 12.02. PENALTY FOR LATE PAYMENT/INSUFFICIENT FUNDS.

In the event that Rent or Additional Rent is not paid by Tenant to
Landlord within ten (10) business days of the date due, in addition to all
other amounts due to Landlord under this Agreement, Tenant shall pay a late fee
equal to five percent (5%) of the late payment to cover Landlords cost of
handling such late payment. Further, there will be a $50.00 charge for any
check returned to Landlord unpaid for any reason and Tenant will thereafter pay
the rent only with money orders, bank or certified checks (failure to do so
will carry a $50.00 charge on each occurrence plus the Tenants risk of late
payment).

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SECTION 12.03. LANDLORDS RIGHT TO PERFORM TENANTS OBLIGATIONS.

If Tenant fails to perform any of its obligations under this Lease after
applicable notice and cure periods, Landlord may (but shall not be obligated
to) perform the obligation at Tenants expense, and such performance shall not
be deemed a waiver of Tenants default. The cost of performance by Landlord,
with interest thereon at the rate provided for in Section 12.01, computed from
the date of payment by Landlord, shall be due and payable on demand.

SECTION 12.04. NO WAIVER OF DEFAULT.

No acquiescence by Landlord in any default by Tenant shall be construed as
a waiver of the default unless such waiver is explicit, in writing, and signed
by Landlord. No waiver of any default shall be construed as a waiver of any
other or subsequent default, and Landlords consent to or approval of any act
or failure to act by Tenant shall not be deemed a consent to or approval of any
other act or failure to act.

SECTION 12.05. NO ACCORD AND SATISFACTION.

No payment by Tenant or receipt by Landlord of a lesser amount than the
Rent or other amounts payable hereunder shall be deemed to be other than on
account of the earliest Rent or other such amount, nor shall any endorsement or
statement on any check or any letter accompanying any payment be deemed an
accord and satisfaction. Landlords acceptance of any payment will be without
prejudice to Landlords right to recover the balance of the Rent and other
amounts payable hereunder and pursue all other lawful remedies.

SECTION 12.06. EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an Event of
Default:

(a)  Any failure of Tenant or any guarantor of Tenants obligations
under this Lease (Guarantor) to pay any Rent or any other amount due
hereunder for more than five (5) business days after receipt of written notice
that the same was not received by Landlord when due;

(b)  Any failure of Tenant or any Guarantor to perform any obligation
(other than payment of money) required to be performed pursuant to this Lease,
and continuation of such default for more than thirty (30) days after written
notice to Tenant, unless Tenant commences to cure such default within thirty
(30) days after written notice and thereafter proceeds diligently to cure the
default (notwithstanding the 10-day period for cure noted above, if the default
creates a hazardous situation or involves disturbance to the quiet enjoyment of
other Building tenants, Tenant must cure the default immediately upon notice);

(c)  The vacating or abandonment of the Premises by Tenant, without payment
of rent, at any time during the Term;

(d)  Any material inaccuracy in any representation or warranty of Tenant in
this Lease, or any material inaccuracy or omission in any financial statement,
report, certificate or other document furnished to Landlord at any time by
Tenant or any Guarantor;

(e)  Any violation of the provisions of Section 9.01; or

(f)  Any sale of Tenants interest in the Premises under attachment,
signature or other legal process; adjudication of Tenant or any Guarantor as
bankrupt or insolvent pursuant to any present or future Federal or state law;
appointment of a receiver or trustee for the business or property of Tenant or
any Guarantor; assignment of the property of Tenant or any Guarantor for the
benefit of creditors; or admission in writing by Tenant or any Guarantor of its
inability to pay its debts when due.

SECTION 12.07. DEFAULT WITHOUT CURE.

The occurrence of an Event of Default in the performance of any term,
covenant or condition of this Lease on three or more separate occasions during
any twelve (12) month period, even though each such Event of Default may have
been cured, shall be deemed to be an Event of Default without cure.

SECTION 12.08. REMEDIES.

On the occurrence of an Event of Default, Landlord may do any one or more
of the following, without notice to Tenant or any Guarantor except as
specifically provided in this section or as required by law:

(a)  Re-enter the Premises, with or without judicial process, without
terminating this Lease; remove Tenant and all other occupants and all property
from the Premises, without liability for trespass, conversion, or loss or
damage occasioned thereby; store all or any part of such property in a public
warehouse or elsewhere,

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at the expense and for the account of Tenant; make such
alterations and repairs as Landlord deems necessary to relet the Premises; and
relet the Premises or any part thereof for such term or terms (which may extend
beyond the Term of this Lease), at such rental or rentals, and on such other
terms and conditions as Landlord deems advisable; all without effecting an
eviction or termination of this Lease or releasing Tenant from its liability
for payment of all Rent and all other amounts required to be paid hereunder,
together with all expenses and damages caused by Tenants Event of Default, and
interest on all of the foregoing at the rate provided for in Section 12.01.

(b)  Elect to terminate this Lease and declare the Term ended, by giving
written notice of such election to Tenant, and take any and all actions
provided for in Section 12.06(a), all without releasing Tenant from its
liability for all Rent and all other amounts required to be paid hereunder, and
all expenses, damages and interest thereon.

(c)  Exercise any other legal or equitable rights and remedies it may have
under this Lease or under any provision of law.

SECTION 12.09. NO ELECTION OF REMEDIES.No re-entry or repossession of
the Premises by Landlord shall be construed as an election to terminate this
Lease unless Landlord gives written notice of termination to Tenant.
Notwithstanding any reletting without termination, Landlord may at any time
thereafter elect to terminate this Lease for such previous default.

SECTION 12.10. DAMAGES.Landlord shall use commercially reasonable
efforts to mitigate damages that may arise in connection with a default by
Tenant. Tenant shall pay all costs, expenses and reasonable attorneys fees
incurred in enforcing Tenants agreements under this Lease, including without
limitation all costs, expenses and attorneys fees incurred for proceedings for
recovery of possession of the Premises, for recovery of Rent or any other
amount due under this Lease, for storage and sale of any property in the
Premises, for repair and reletting of the Premises, and all other damages
caused Landlord by Tenants default or Event of Default. If Landlord
terminates this Lease by reason of any Event of Default, Landlords damages
shall include the amount, if any, by which the value, discounted to present
value at the prime rate at the time of termination, at the time of such
termination, of the Rent to be paid for the remainder of the Term exceeds the
then reasonable rental value of the Premises for the remainder of the Term.

SECTION 12.11. APPLICATION OF MONEYS RECEIVED.All rentals and other
sums received by Landlord from any reletting of the Premises or sale of any
property in the Premises shall be applied, first, to the payment of any
indebtedness other than Rent due from Tenant to Landlord, and interest thereon;
second, to the payment of all costs and expenses of such reletting or sale, and
interest thereon; third, to the payment of Rent and other amounts due
hereunder, and interest thereon; and fourth, to the payment of all other
damages caused Landlord by Tenants default or Event of Default. If Landlord
does not terminate this Lease, any residue of proceeds received shall be held
by Landlord and applied in payment of future Rent as it becomes due; and if the
rentals and other sums received from such re-letting during any month are less
than the amounts required to be paid by Tenant during the month, Tenant shall
promptly, each month, pay the deficiency to Landlord.




ARTICLE 13. BANKRUPTCY OR INSOLVENCY

SECTION 13.01. TENANTS INTEREST NOT TRANSFERABLE.Neither Tenants
interest in this Lease, nor any estate hereby created in Tenant, nor any
interest herein or therein, shall pass to any trustee or
receiver or assignee for the benefit of creditors or otherwise by
operation of law except as specifically provided by the Bankruptcy Code.

SECTION 13.02. PROCEEDINGS OTHER THAN BANKRUPTCY.Except as prohibited
by the Bankruptcy Code, on the occurrence of any Event of Default described in
Section 12.06(f), at Landlords option this Lease and all rights of Tenant
hereunder shall thereupon automatically terminate, and Tenant shall vacate
and surrender the Premises but shall remain liable as provided herein.




ARTICLE 14. WAIVER BY TENANT

SECTION 14.01. WAIVER OF COUNTERTERCLAIMS AND JURY TRIAL.LANDLORD AND
TENANT WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ALL
MATTERS

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WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, TENANTS USE OR OCCUPANCY OF SAID PREMISES
AND ANY EMERGENCY STATUTORY OR ANY OTHER STATUTORY REMEDY. TENANT SHALL NOT
INTERPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS OR CLAIM OF SETOFF, RECOUPMENT OR
DEDUCTION FOR RENT IN ANY SUMMARY PROCEEDING FOR NONPAYMENT OF RENT OR OTHER
ACTION OR SUMMARY PROCEEDING BASED ON TERMINATION, HOLDOVER, OR DEFAULT IN
WHICH LANDLORD SEEKS REPOSSESSION THE PREMISES FROM TENANT. THE PREVAILING
PARTY IN ANY SUCH CLAIM SHALL RECOVER FROM THE NON-PREVAILING PARTY ALL
ATTORNEYS FEES IN CONNECTION WITH SAID CLAIM.




ARTICLE 15. ACCESS BY LANDLORD

SECTION 15.01. RIGHT OF ENTRY.Landlord and Landlords agents shall have
the right to enter the Premises during Tenants business hours and at other
such reasonable times with reasonable advance verbal or written notice to
examine the same, to show them to prospective purchasers and mortgagees, and to
make any repairs, alterations, improvements or additions as Landlord may deem
necessary or desirable pursuant to the terms of this Lease, and Landlord shall
be allowed to take all material into and upon said Premises that may be
required therefor without the same constituting an eviction of Tenant in whole
or in part and the rent reserved shall in no way abate while said repairs,
alterations, improvements or additions are being made by reason of loss or
interruption of business of Tenant or otherwise. And, if Tenant fails to
maintain any part of the Premises as required hereunder, to perform the work at
Tenants expense. Landlord may take all material into the Premises that may be
required for the foregoing without such action constituting an eviction of
Tenant in whole or in part. Rent shall not abate while such repairs,
alterations, improvements, or additions are being made, by reason of loss or
interruption of business of Tenant, or otherwise. Notwithstanding the
foregoing, Landlord shall use reasonable commercial efforts to minimize any
interference with Tenants normal business operations.

SECTION 15.02. RIGHT TO SHOW PREMISES.For a period commencing twelve
(12) months prior to the termination of this Lease or any extension thereof,
the Landlord may show the Premises, using best efforts to be discreet. Tenant
will be given reasonable notice before showings. For a period commencing six
(6) months prior to the termination of this Lease or any extension thereof, the
Landlord may display about the Premises signs advertising the availability of
the Premises, which signs Tenant shall permit to remain thereon without
molestation, and Landlord agrees such signs will not be placed in the windows
of the Premises or in front of the Premises.




ARTICLE 16. RENEWAL OPTIONS AND HOLDING OVER

SECTION 16.01. RENEWAL TERMS.Tenant will have the option to extend and
renew the Term of this Lease for the length of time described in Paragraph B of
the Summary (which shall be referred to as a Renewal Term). If the Option
Length described in Paragraph B of the Summary states N/A, then Tenant has no
right to renew this Lease.

The Renewal Term will commence immediately on expiration of the Initial
Term on the same terms and conditions as provided in this Lease, other than
Annual Rent during the Renewal Term which shall be determined as provided in
this Article 16. Annual Rent during the Renewal Term shall be as set forth in
the Summary, or, if undefined, shall be computed in accordance with Section
16.02. The renewal option shall be exercisable by written notice to Landlord
not later than nine (9) months before the expiration of the current Term,
provided Tenant is not in default under any of the terms or conditions of this
Lease at the date Tenant gives notice of renewal or at any time thereafter to
and including the first day of the Renewal Term. Failure to timely exercise
Tenants option to renew, in writing, shall forfeit Tenants rights under this
Section. Tenant expressly waives any oral right to renew or any claim for
renewal based upon oral promises of Landlord or its agents.

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SECTION 16.02. RENEWAL RATE.

(a)  If not defined in Paragraph C of the Summary, then the Annual Rent for
the Renewal Term shall be at Fair Market Value, but in no event shall the rent
ever be less than the then current rental rate. The term Fair Market Rental
Value shall mean the market rental value per annum for the Premises as of the
date on which the same shall become effective, as agreed by Landlord and
Tenant. If the parties are unable to reach agreement at least one hundred
fifty (150) days prior to such date, the same shall be determined as set forth
in (b) below.

(b)  Either the Landlord or the Tenant (the Initializing Party) shall
initiate the proceedings for such determination by notice to the other. The
parties shall, within ten (10) days of receipt of the notice by the other party
(the Responding Party), attempt to agree upon a mutually acceptable MAI
Appraiser willing to act in such determination. If the parties are unable to
reach agreement on a mutually satisfactory MAI Appraiser, the Initiating Party
shall, within five (5) days after the expiration of said 10-day period,
designate the name and address of an MAI Appraiser willing to act in such
determination. Within five (5) days after receipt by the Responding Party of
such notice, the Responding Party shall, by notice to the Initiating Party,
designate the name and address of another MAI Appraiser willing so to act. If
the Responding Party shall fail, neglect or refuse within said 5-day period to
designate another appraiser willing so to act, the appraiser designated by the
Initiating party shall alone conduct the appraisal. If two appraisers have
been designated as aforesaid, such appraisers shall appoint an additional MAI
Appraiser (the Additional Appraiser) who is willing so to act, and notice of
such designation shall be given to the Landlord and to the Tenant. The
mutually approved Appraiser or resulting board of appraisers shall, forthwith
upon their appointment, determine the fair rental value of the Premises.
Landlord and Tenant shall each pay the cost of any appraiser it designated and
shall share equally the cost of the Additional Appraiser or mutually approved
Appraiser. Any determination by the sole appraiser, if there be only one, or
by a majority of the appraisers, shall be final and binding upon Landlord and
Tenant, but if a majority of the appraisers are unable to agree upon a
determination, the determination of the Additional Appraiser shall be
conclusive of the fair rental value of the Premises and binding upon the
parties.

(c)  If the Fair Market Rental Value has not been determined as of the date
the same is to become effective, Tenant shall pay rent at the rate in the last
year of the first Renewal Term, plus five percent (5%) of such rate, until such
determination is made. If the Fair Market Value is subsequently determined to
be more than paid by Tenant, Tenant shall pay the difference within ten (10)
days of such determination. If the Fair Market Value is subsequently
determined to be less than paid by Tenant, Landlord shall pay the difference
within ten (10) days of such determination.

SECTION 16.03. HOLDING OVER.Any holding over after the expiration of
the Initial Term or the Renewal Term without exercise of Tenants renewal
option as provided herein (if available), shall be only with the written
consent of Landlord, and shall constitute a tenancy from month-to-month only,
for a monthly Rent equal to 110% of the monthly installments of Base Rent
during the last Lease Year of the immediately preceding Term, and shall
otherwise be on the same terms and conditions specified herein, so far as
applicable.

In the event of Tenant herein holding after the termination of this Lease,
without written consent from the Landlord, the monthly Base Rent shall be one
hundred and twenty-five (125%) percent of the monthly Base Rent specified in
Section 2.01 in addition to any other monies owed to Landlord. In addition,
Tenant shall pay all damages, consequential and direct, if any, incurred by the
Landlord on account of such holding over. The provisions of this section, the
acceptance of any Rent, or any act in apparent affirmance of tenancy (other
than a written waiver) shall not be held as a waiver by Landlord of any right
of reentry or any rights or remedies of Landlord provided in this Lease or at
law or in equity.

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ARTICLE 17. QUIET ENJOYMENT

SECTION 17.01. LANDLORDS COVENANT.On Tenants payment of all Rent and
compliance with all covenants, terms and conditions in accordance with the
terms of this Lease, Tenant may peaceably and quietly hold and enjoy the
Premises for the Term without hindrance or interruption by Landlord or any
other person claiming by, through or under Landlord, subject, nevertheless, to
the terms of this Lease and any leases and mortgages to which this Lease may be
subordinate.




ARTICLE 18. SECURITY DEPOSIT

SECTION 18.01. SECURITY.Landlord acknowledges receipt of the Security
Deposit, if any, as set forth in Paragraph G of the Lease Summary, to be
retained by Landlord as security for the faithful performance of all Tenants
obligations under this Lease.

Landlord shall not be required to apply the security deposit to Rent or
other delinquent amounts or to damages caused by Tenants failure to perform
any of its obligations, but may so apply the deposit at its option. Landlords
right to possession of the Premises for non-payment of Rent or any other Event
of Default shall not be affected by reason of the fact that Landlord holds the
security deposit. Said sum, if not applied toward the payment of Rent or other
amounts payable hereunder or toward the payment of damages caused by Tenants
default, shall be returned to Tenant without interest after this Lease is
terminated, but not before Tenant has vacated the Premises and delivered
possession to Landlord in the condition required by this Lease. If Landlord
repossesses the Premises due to any Event of Default, Landlord may apply the
security deposit upon all damages sustained to the date of repossession, and
may retain the security deposit or any balance to apply upon such damages as
may be sustained thereafter by reason of the default. Landlord shall not be
required to keep the security deposit as a separate fund, but may commingle the
deposit with other funds.




ARTICLE 19. MISCELLANEOUS

SECTION 19.01. ENTIRE AGREEMENT.This Lease sets forth all the
promises, agreements and understandings between Landlord and Tenant concerning
the Premises. There are no promises, agreements or understandings, oral or
written, between them other than as set forth herein. No alteration,
amendment, change or addition to this Lease shall be binding unless in writing
signed by Landlord and Tenant. Tenant expressly waives any right to rely on
any promise, statement or commitment of Landlord which is not in writing signed
by Landlord.

SECTION 19.02. SIGNATURE OF LEASE.The submission of this Lease for
examination does not constitute a reservation of or option for the Premises,
and this Lease shall become effective only on Signature and delivery by
Landlord and Tenant.

SECTION 19.03. FORCE MAJEURE.If either party shall be delayed or
prevented from performing any act required hereunder by reason of strikes,
lockouts, labor troubles, inability to procure materials, failure of power,
restrictive governmental laws or regulations, riots, insurrection, war, or
other causes not within the control of nor due to the fault of the party
delayed, then performance of such act shall be excused for the period of the
delay, and the time for the performance of such act shall be extended for a
period equal to the period of the delay. The party entitled to such extension
shall give written notice to the other party as soon as possible of its claim
to such extension and the reason(s). The provisions of this section shall not
excuse Tenant from prompt payment of Rent and all other amounts required by the
terms of this Lease or affect Tenants right to terminate under Section 1.02.

SECTION 19.04. NOTICES.Any notice, demand, request, or other instrument
required to be given under this Lease shall be in writing and sent by one of
the following: (a) United States certified mail, return receipt requested,
postage prepaid, or (b) recognized overnight courier, and shall be addressed
(i) if to Landlord, as written in Paragraph K of the Lease Summary, or such
other address as Landlord designates by written notice, and (ii) if to Tenant,
as written in Paragraph K of the Lease Summary, or such other address as Tenant
designates by written notice, and shall be effective when received, except that
if any such instrument cannot be delivered or is refused, it shall be effective
when mailed, or (c) facsimile transmission, receipt confirmed or email, at the
applicable facsimile number or email address set forth in Paragraph K or the
Summary, provided said notice is also sent contemporaneously by United States
first class mail, postage prepaid, addressed as set forth above.

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SECTION 19.05. BROKERS.Tenant represents and warrants to Landlord that
there are no claims for brokerage commissions or finders fees in connection
with this Lease, and Tenant agrees to indemnify Landlord and hold it harmless
from all liabilities arising from any such claim arising from an alleged
agreement or act by the indemnifying party (including, without limitation, the
cost of attorneys fees in connection therewith), such agreement to survive the
termination of this Lease. Landlord hereby acknowledges that it shall pay any
brokerage fee to the broker shown in Paragraph J of the Summary with respect to
the Signature of this Lease.

SECTION 19.06. NO RECORDING.Tenant shall not record this Lease or any
memorandum thereof.

SECTION 19.07. BINDING EFFECT.The provisions of this Lease and Guaranty
shall be binding on the parties and their successors and assigns, shall be
enforceable by the Landlord and its successors and assigns, and by Tenant and
its permitted assigns, and shall survive the expiration of the Term. No rights
shall inure to the benefit of any assignee of Tenant that is not permitted or
to whom Landlord has not consented. If there is more than one Tenant or
Guarantor, they shall be liable jointly and severally for payment of all Rent
and other amounts and performance of all covenants, terms and provisions
hereof.

SECTION 19.08. LIABILITY OF LANDLORD.If Landlord fails to perform any
covenant, term or condition of this Lease to be performed by Landlord, and if
as a consequence of such default Tenant recovers a money judgment against
Landlord, such judgment shall be satisfied only out of the proceeds of sale
received on such judgment and levied thereon against the interest of Landlord
in the Building, and out of rents and any other income of Landlord there from,
or out of the consideration received by Landlord from the sale or other
disposition of all or any part of Landlords interest in the Building, and
Landlord shall not be liable for any deficiency.

SECTION 19.09. CONSTRUCTION.

(a)  This Lease shall be construed according to the laws of the State of
Michigan. If any provision of this Lease or the application thereof to any
person or circumstances shall be invalid or unenforceable, the remainder of
this Lease shall not be affected thereby and each provision shall be valid and
enforceable to the fullest extent permitted by law.

(b)  The captions in this Lease are inserted only as a matter of
convenience and do not define, limit, or describe the scope or intent of the
sections or articles.

SECTION 19.10. ESTOPPEL STATEMENT.Tenant agrees within fifteen (15)
business days after request therefore by Landlord to complete and execute, in
recordable form, Exhibit E, modified to the extent necessary to make it
accurate, to the best of Tenants ability and deliver to Landlord. Failure to
execute and deliver to Landlord any such instrument within fifteen (15)
business days of a written request therefor by Landlord shall be a default
under this Lease. Landlord agrees within fifteen (15) business after request
therefore by Tenant to complete and execute a similar estoppel certificate, to
the best of Landlords ability, and deliver it to Tenant.

SECTION 19.11. ATTORNMENT.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 exercise of the power of sale under any
mortgage made by Landlord covering the Premises, upon assumption of this Lease
by such new owner, Tenant shall attorn 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
Landlord under this Lease. Failure to execute and deliver to Landlord any such
instrument within ten (10) business days of a written request therefor by
Landlord shall be a default under this Lease.

SECTION 19.12. SUBORDINATION.This Lease shall be subject to and
subordinate at all times to the lien of any mortgage now or hereafter placed on
the Building, and to all advances made or hereafter made upon the security
thereof; provided, however, that so long as Tenant faithfully meets its
obligations under this Lease, including the payment of rent, to such parties as
may be legally entitled to receive the same, then this Lease shall continue in
full force and effect and Tenants occupancy shall not be affected or impaired
as a result of the subordination of this Lease to any mortgage. At the request
of Landlord, Tenant shall execute and deliver such further instrument or
instruments subordinating this Lease to the lien of any such mortgage or
mortgages, containing such terms as Landlord shall reasonably require, within
fifteen (15) business days of such request. Failure of Tenant to execute and
deliver to Landlord any such instrument within fifteen (15) business days of
written request therefor shall be a default under this Lease.

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SECTION 19.13. CERTAIN RIGHTS OF LANDLORD WITH RESPECT TO THE LAND.The
Landlord shall have the right, without the consent of Tenant, to grant to
adjacent land owners, including Landlord, at any time and from time to time
during the Lease, as extended, easements and rights of ingress, egress and
common use and enjoyment with respect to the roads, walks unimproved portions
of the land, water, sewage, telephone, gas and electricity lines, and Landlord
may at any time and from time to time grant easements, public and private, for
such purposes to itself and to others, and relocate any easements now or
hereafter affecting the land.

SECTION 19.14. SUBSTITUTE PREMISES.Landlord shall have the right at any
time during the term hereof or during the term of any renewal hereof, upon
giving Tenant at least sixty (60) days prior written notice, to provide and
furnish Tenant with space elsewhere in the Building of approximately the same
sizeand views as the Premises, and to remove and place Tenant in such space,
with Landlord paying all reasonable costs and expenses incurred as a result of
such removal of Tenant including its actual reasonable moving costs to such
other space within the Building, the reasonable costs of reprinting stationery
(based on remaining quantities), and the costs of rewiring the new leased
premises for telephone and computers comparable to the original leased
premises. Furthermore, Landlord shall grant to Tenant free rent, either six
months or twenty-five percent of the remaining number of months in Tenants
Lease (i.e. if there are 36 months left then Tenant shall receive 9 months of
free rent), whichever is greater. Should Tenant refuse to permit the Landlord
to move Tenant to such new space at the end of said 60-day period, Landlord
shall have the right to cancel and terminate this Lease effective 90 days from
the date of original notification by Landlord. If Landlord moves Tenant to such
new space, this Lease, and each and all of its terms, covenants and conditions
shall remain in full force and effect and shall be deemed to be the Premises as
though Landlord and Tenant had entered into an express written amendment of
this Lease with respect thereto. In such event, the Lease will be amended to
show that: (a) the monthly Base Rent payable hereunder shall be increased or
decreased, as the case may be, by the product of the Base Rental being paid
pursuant hereto time the difference in the number of square feet of net
rentable area in such new place as compared to the number of square feet of net
rentable area in the Premises subject to this Lease immediately prior to such
move, (b) after such move, the number of square feet used in computing Tenants
share of Operating Expense shall be the number of square feet on net rentable
area in such new space.

SECTION 19.15. HAZARDOUS MATERIALS.

(a)  For purposes of this Lease, hazardous materials means any
explosives, radioactive materials, hazardous wastes, or hazardous substances,
including without limitation asbestos containing materials, PCBs, CFCs, or
substances defined as hazardous substances in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §~
9601-9657;the Hazardous Materials Transportation Act of 1975, 49 U.S.C. §~
1801-1812; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §~
6901-6987; or any other federal, state, or local statute, law ordinance, code,
rule, regulation, order or decree regulating, relating to, or imposing
liability or standards or conduct concerning hazardous materials, waste, or
substances now or at any time hereafter in effect (collectively, hazardous
materials laws).

(b)  Tenant will not cause or permit the storage, use generation, release
or disposition of any hazardous materials in, on, or about the Premises or the
Building by Tenant, its agents, employees or contractors in violation of
hazardous materials laws. Tenant will not permit the Premises to be used or
operated in a manner that may cause the Premises or the Building to be
contaminated by any hazardous materials in violation of any hazardous materials
laws. Tenant will immediately advise Landlord in writing of (1) any and all
enforcement, cleanup, remedial, removal, or other governmental or regulatory
actions instituted, completed, or threatened pursuant to any hazardous
materials laws relating to any hazardous materials affecting the Premises; and
(2) all claims made or threatened by any third party against Tenant, Landlord,
the Premises or the Building relating to damage, contribution, cost recovery,
compensation, loss, or injury resulting from any hazardous materials on or
about the Premises. Without Landlords prior written consent, Tenant will not
take any remedial action or enter into any agreements or settlements in
response to the presence of any hazardous materials in, on, or about the
Premises.

(c)  Tenant will be solely responsible for and will defend, indemnify and
hold Landlord, its agents, and employees harmless from and against all claims,
costs expenses, damages, and liabilities, including attorneys fees and costs,
arising out of or in connection with Tenants breach of its obligation in
Section 19.15 Tenant will be solely responsible for and will defend, indemnify,
and hold Landlord, its agents, and employees harmless from and against any and
all claims, costs and liabilities, including attorneys fees and costs, arising
out of or in connection with the removal, cleanup, and restoration work and
materials necessary to return the Premises and any other property of whatever nature located on the Building
to their condition existing prior to

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the appearance of Tenants hazardous materials on the Premises. Tenants obligations under this Section 19.15 will
survive the expiration or other termination of this Lease.

SECTION 19.16. PARKING AREA.Tenant and its employees shall park their
motor vehicles in such areas as Landlord may, from time to time, designate as
employee parking areas. Tenant will be provided the number of parking spaces
that is mandated by zoning requirements for the amount of space leased by
Tenant. Tenant agrees that all loading and unloading operations shall be
conducted so as not to obstruct or hinder the operation of the businesses of
the other tenants of the Project, nor will Tenant unreasonably block or
obstruct any street, sidewalk or right-of-way adjacent to or comprising part of
the Project. Landlord agrees that Tenant and its agents, employees and
customers shall have the uninterrupted right throughout the term hereof, to use
in common with others entitled to similar use thereof, the roads and parking
area surrounding and adjacent to the building or within the Project. No Tenant
shall have any exclusive right to any particular parking area. Tenant shall be
responsible for any damages to the parking area surface caused by its use,
ordinary wear and tear excepted, and shall not permit trucks to use the parking
areas designated for automobile parking. Tenant shall not store or keep, or
permit to be stored or kept in the parking areas or driveways any vehicle,
trailer or other item whatsoever except fully operative motor vehicles. It is
the intent hereof to prohibit any outside storage of any item whatsoever.

SECTION 19.17. JANITORIAL SERVICES.Landlord agrees to provide the
services detailed in Exhibit G of this Lease.

SECTION 19.18. RULES AND REGULATIONS.Tenant agrees to comply with and
observe all of the Rules and Regulations established by Landlord, detailed in
Exhibit J attached hereto, and as amended by Landlord from time to time, when
it is deemed necessary, desirable or proper, in Landlords judgment, for its
best interest or for the best interest of the tenants, provided the same shall
apply uniformly to all tenants of the Building. Tenants failure to keep and
observe said rules and regulations within fifteen (15) business days after
written notice to Tenant specifying the nature of such failure shall constitute
an Event of Default in the manner as if the same were contained herein as
covenants.

SECTION 19.19. LANDLORDS SERVICES.Landlord does not warrant that any
of the utility services provided by Landlord under the terms of this Lease will
be free from interruptions caused by repairs, improvements, alterations,
strikes, lockouts, accidents, inability of Landlord to obtain fuel or supplies
or other cause or causes beyond the reasonable control of Landlord. However,
in the event an interruption or stoppage of any or all of the above-mentioned
building services resulting from Landlords negligence renders the Premises
untenantable for the normal operation of a business office for five (5)
consecutive days or more, Tenant shall not be liable for rent during any such
period in excess of said five (5) days.

SECTION 19.20. LANDLORDS DEFAULT.

A.     In the event Landlord shall neglect or fail to perform or observe any
of the covenants, provisions or conditions contained in this Lease on its part
to be performed or observed and such failure shall continue for thirty (30)
days after receipt of written notice of default from Tenant (except that if
such failure cannot be cured within said thirty (30) day period this period
shall be extended for a reasonable additional time provided that Landlord
commences to cure such failure within said thirty (30) day period and proceeds
diligently thereafter to effect such cure), Landlord shall be responsible to
Tenant for any and all damages sustained by Tenant as a result of Landlords
breach. If the Landlord fails to timely remedy a default with respect to
repairs which Landlord is obligated to perform under this Lease, or to commence
to timely cure such default if the default is not curable within said thirty
(30) days, and diligently proceeds to complete such curing, the Tenant shall
have the right to make such repairs and to abate rent to that extent, provided,
however, that Tenant shall not be obligated to make such repairs.

B.     The specified remedies herein shall be non-exclusive of each other and
in addition to any other remedies available to Tenant at law or in equity.

SECTION 19.21. ENVIRONMENTAL MATTERS.Landlord represents and warrants
to Tenant that:

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A.     (i) The Premises, the building containing the Premises (the
Building), and parcel of real estate upon which the Building is situated (the
Real Estate) are not the subject of any liens, actions, or proceedings
relating to Hazardous Substances (as hereinafter defined) or Environmental Laws
(as hereinafter defined) and the Landlord is not a party to any such action or
proceeding and the Landlord has received no notice of any such lien, action or
proceeding that is pending or threatened. Landlord shall notify Tenant of any
subsequent lien, action or proceeding which may hereinafter be pending or
threatened.

(ii) To Landlords knowledge,



| |                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) No Hazardous Substances are or have been located, stored, or disposed
on or released or discharged from (including groundwater contamination) the
Premises, Building, or Real Estate in violation of Environmental Law.



| |                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) The Premises, Building, or Real Estate, and their use and operation
currently comply with all federal, state, and local requirements relating to
the protection of health and all its Environmental Laws, and all necessary
permits have been obtained under Environmental Laws.



| |                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) There is no part or ongoing leakage or spillage of Hazardous
Substances from gasoline tanks used or owned by other tenants, which are
located in the lower levels of the Building or any migration of Hazardous
Substances onto neighboring property.

(iii) Landlord shall, at no cost or expense to the Tenant as Common Area
Costs or otherwise, take all actions necessary to comply with all Environmental
Laws affecting the Premises, the Real Estate or Building, including, without
limitation, removal, containment and remedial actions required by any
Environmental Laws or any governmental agencies in the enforcement of
Environmental Law affecting the Premises, Real Estate, or Building, and shall
indemnify Tenant from and against any and all costs, claims, expenses, damages
(direct, but not consequential), liens, losses and judgments arising out of the
presence of Hazardous Substances or Landlords failure to comply with
Environmental Laws. The foregoing notwithstanding, Landlord shall not be
responsible for any cost or expense or to indemnify Tenant, as provided above,
with respect to any matter arising out of Tenants action or violation of
Environmental Law by Tenant.

B.     (i) For purposes of this Section the term Hazardous Substances shall
mean and include all hazardous and toxic substances, waste or materials, any
pollutant or contaminant, including, without limitation, PCBs, asbestos,
asbestos-containing material, petroleum products, and raw materials that are
included under or regulated by any Environmental Law (or become so included or
regulated during the lease term) or that would pose a health, safety or
environmental hazard.

(ii) For purposes of this Section the term Environmental Law shall mean
and include all federal, state and local statutes, ordinances, regulations
and rules presently in force or hereafter enacted relating to environmental
quality, contamination, and clean-up of Hazardous Substances, including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. 6091 et seq., as amended by the Superfund
Amendments and Reauthorization Act of 1986, the Resource Conservation and
Recovery Act of 1976, 42 U.S.C. 6091 et seq., as amended by the Hazardous and
Solid Waste Amendments of 1984, and state super lien and environmental clean-up
statutes and all rules and regulations presently or hereafter promulgated under
said statutes as amended.

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C.     Tenant covenants that it will not use, maintain, generate, store, treat
or dispose of any Hazardous Substances in or on the Premises in violation of
Environmental Law. Tenant hereby indemnifies and defends Landlord from and
against any penalty, loss, liability, claim or expense, including, without
limitation, engineering and attorneys fees, arising out of breach of this
covenant. Tenants indemnity of Landlord under this article shall survive the
cancellation or termination of this Lease.

SECTION 19.21. RULES AND REGULATIONS.Relative to the terms of this
Lease dealing with Rules and Regulations, Landlord shall give Tenant thirty
(30) days prior written notice of the adoption of rules and regulations or any
changes or additions to existing rules and regulations. All rules and
regulations shall be applied to Tenants in a non-discriminatory manner.

SECTION 19.22. TENANTS AUDIT RIGHTS.In the event that pursuant to the
terms of this Lease, Tenant is obligated to pay its proportionate share of
Operating Expenses or Common Area Costs, Tenant shall have the right to audit
Landlords books and records as follows:

A.     Tenant shall be entitled at any reasonable time during regular business
hours, after giving at least ten (10) days prior written notice, to inspect
Landlords books and records (at the site of their location) relating to
Tenants proportionate share of Operating Costs or Common Area Costs, and to
obtain an audit thereof by its own staff auditor or independent auditor
selected by Tenant to determine the accuracy of such amounts billed to Tenant
by Landlord for the last calendar year immediately preceding the year during
which such notice is given. Landlord shall provide copies of such books and
records if requested by Tenant.

B.     If any such audit discloses a liability for Tenants proportionate
share of Operating Costs or Common Area Expenses which is less than the amount
which Landlord billed to Tenant, Landlord shall promptly refund to Tenant all
amounts in excess of the amount for which Tenant is actually liable (Refund
Amount) as disclosed by the audit.

C.     All costs of such audit shall be borne by Tenant. However, if the
Refund Amount is greater than five percent (5%) of the amount for which Tenant
is actually liable (as disclosed by the audit), all costs of the audit shall be
borne by Landlord.

[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

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EXHIBIT A  LOCATION OF PREMISES

(Attached)



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(KMS BUILDING FLOOR PLAN)





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EXHIBIT B  FLOOR PLAN OF PREMISES

(Attached)



























B-1



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(KMS ESPERION FLOOR PLAN)



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(KMS SUITE 11)



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(KMS LOADING DOCK DIAGRAM)





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EXHIBIT C  LANDLORDS WORK

(Description and Plans)

Landlord will contract all necessary construction services to provide
Tenant with space ready for occupancy as shown on the attached Exhibit A (floor
plan). The build out will include the following:



| | 1) |  | Two new 48 doors as shown.                                                                                                                             
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2) |  | Landlord will provide Tenant with the following allowances
which may be taken as rent credits upon completion of the work
associated with the allowance:
|

| | a) |  | $2,000 card readers at new double doors.
| | -- |  | ----------------------------------------
|
| | b) |  | $350 for phone to loading dock.         

c) Landlord will provide Tenant a $12,000.00 carpet allowance (the
Allowance) to carpet approximately 6,000 square feet of office and cubicle
space. Tenant will obtain three (3) quotes for this work. If none of the
three (3) quotes are equal to or less than the Allowance, then Tenant will not
have to install the carpeting or reimbuse the Landlord for the Allowance.

It is the understanding of both the Landlord and the Tenant that the
existing HVAC system requires re-balancing. The Landlord shall hire a
certified mechanical engineer to evaluate the existing system and recommend a
design solution that will provide all spaces within the Premises with
ventilation as required by local building code and which limits temperature
fluctuations between adjacent spaces consistent with good engineering practice.
Landlord shall retain an air-balancing contractor to adjust all manual dampers
as recommended by the mechanical engineer. If additional work is recommended
by the mechanical engineer, beyond a general system rebalance and unit repair,
this additional work shall be considered upgrades to the existing system. The
Landlord shall contribute up to $25,000 toward system upgrades. Upgrade costs
in excess of the Landlord contribution shall be paid directly by Tenant.

Except as provided above, Landlord shall have no obligation to alter or
improve the Premises. Any cost associated with the relocation of furniture and
equipment within the Premises to accommodate the Improvements shall be the
responsibility of Tenant.

C-1



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EXHIBIT C-1  CRITERIA FOR LANDLORDS WORK

See the attached drawing.



























C-1 - 1



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(KMS SUITE 11)



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EXHIBIT D  TENANTS WORK

(Description and Plans)



N/A



































D-1



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EXHIBIT E  COMMENCEMENT DATE AND ESTOPPEL LETTER

This Commencement Date and Estoppel Letter is entered into by Landlord and
Tenant pursuant to Section 19.10 of the Lease.

I .DEFINITIONS. In this certificate the following terms have the meanings
given to them:

(a)  Landlord:

(b)  Tenant:

© Lease: Lease dated  between Landlord and Tenant.

(d)  Address of Premises:

Estimated expenses are as follows:

Taxes:

Insurance:    0.00%

Common Area:    0.00%

Utilities:    Electric        0.00%

Utilities:    Gas        0.00%

Utilities:    Water        0.00%

2.     Landlord and Tenant confirm that the Rental Commencement Date of the
Lease is and the Expiration Date is  and that Paragraph B
of the Summary is are accordingly amended.

3.     Tenant has accepted possession of the Premises as provided in the
Lease.

4.     The Improvements required to be furnished by the Landlord in accordance
with Exhibit C (if any) have been furnished to the satisfaction of Tenant
(subject to any corrective work or punch-list items submitted previously to
Landlord).

5.     All terms and conditions to be performed by Landlord under the Lease
have been satisfied and on this date there are no existing defenses or offsets
which Tenant has against the full enforcement of the Lease by Landlord.

6.     The Lease is in full force and effect and has not been modified,
altered, or amended, except as follows:

There are no setoffs or credits against Rent, and no Security Deposit or
prepaid Rent has been paid except as provided by the Lease.

Landlord and Tenant have executed this Commencement Date and Estoppel
Certificate as of the dates set forth below.

|        |  |           |  | 
|------- |  | --------- |  | 
|Tenant: |  | Landlord: |  | 
|By:     |  | By:       |  | 
|Name:   |  | Name:     |  | 
|Title:  |  | Title:    |  | 
|Date:   |  | Date:     |  | 

E-1



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EXHIBIT F  NOT APPLICABLE















































F-1



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EXHIBIT G

JANITORIAL SERVICESNOT APPLICABLE





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EXHIBIT H  SIGNAGE

Tenant may, at Tenants expense, install signage on the exterior monument
sign at the western entrance to the Property and above Tenants entrances.





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EXHIBIT I  ACKNOWLEDGMENT OF POSSESSION

(Tenant) hereby acknowledges that Burlington
Property, LLC (Landlord) has delivered possession of 
[address and suite], Ann Arbor, Michigan 48108 pursuant to a Lease dated
, 20 (Lease). [The following applied only if Landlord is
required to perform Landlords Work under the Lease] Tenant acknowledges that
Landlords Work is substantially complete as defined in the Lease.



| |       
| | ------
| |       
|
| | Tenant





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EXHIBIT J  RULES AND REGULATIONS

(a)  In the event that Premises should be vacated or abandoned during
the Lease term, Landlord or agents of Landlord may enter therein and take
possession thereof, breaking open locks and doors necessary to effect entrance,
and, at Landlords option, may relet said Premises.

(b)  All goods and property stored or kept in or on the Premises shall
be at the risk of Tenant, and Landlord shall not be responsible for any theft,
loss, damage or destruction thereof or thereto.

(c)  The sidewalks, entrances, courts, elevators (if any), vestibules
(if any), stairways (if any), corridors (if any), or halls (if any), shall not
be obstructed or encumbered by any Tenant or used for any purpose other than
ingress or egress to and from the Premises.

(d)  If the glass front or fronts comprising part of the Premises are
used as part of the office area, and Tenant desires to cover the glass front or
fronts with curtains or drapes, such curtains or drapes must be lined on the
side facing the outside with a material of a texture and color approved the
Landlord, which approval shall not be unreasonably withheld, for the purpose of
maintaining uniformity throughout the entire building of which the Premises are
a part. If such glass front or fronts are not used as part of the office area,
then in that event, Tenant at its own cost and expense, shall cover such glass
front or fronts with a material of a texture and color approved by Landlord, for
the purpose of maintaining uniformity throughout the entire building of which
the Premises are a part. In connection herewith Tenant specifically covenants
and agrees that it shall not permit any goods or merchandise stored on the
Premises to be visible from the outside.

(e)  The water and wash closets and other plumbing fixtures shall not be
used for any purpose other than that for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall borne by the Tenant who,
or whose servants, employees, agents, visitors, or licensees, shall have caused
the same.

(f)  No bicycle or other vehicle, and no dog or other animal shall be
allowed in offices, halls, corridors, or elsewhere in the building, except for
handicap assisting animals.

(h)  Tenant shall not cause or permit unusual or objectionable odor to
be produced upon or to permeate from the premises, including duplicating or
printing equipment producing noxious fumes. Tenant shall not disturb occupants
of this or neighboring buildings or premises by the use of any musical
instruments, loudspeaker, radio, television, or by any unseemingly or disturbing
noise that can be heard beyond the Premises.

(i)  No Tenant shall throw anything out of the door, windows (if any),
or down passageways (if any) or elevator shafts (if any).

(j)  All loading, unloading, receiving of delivery goods, supplies, or
disposal of garbage or refuse shall be made only through entry ways provided for
such purposes and indicated by Landlord.

(k)  Tenant is not permitted to use any part of the building or the
common areas for manufacturing, storage, or sale of merchandise, or property of
any kind; or for lodging or sleeping, or for any immoral or illegal purpose.

(l)  All safes, equipment or other heavy articles shall be carried in or
out of the Premises only at such time 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, equipment or other heavy article,
which shall only be used by Tenant in a manner which will not interfere with or
cause damage to the Premises or the building in which they are located, or to
the other tenants or occupants of said 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 Premises, and shall make all repairs and improvements
required by Landlord or governmental authorities in connection with the use of
moving of such articles.

(m)  Each Tenant must, upon the termination of his tenancy, restore to
the Landlord all keys of stores, offices, and toilet rooms, either furnished to
or otherwise procured by such Tenant and in the event of the loss of any keys
furnished, such Tenant shall pay to the Landlord the cost thereof.

(n)  Vending machines in any Common Area of the Building will not be
permitted to be installed by anyone but the Landlord. If Landlord permits the
installation of other vending machines, they will be installed by





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the same company that the Landlord has under contract and under the same terms
and conditions of said contract between the Landlord and the vending machine
company.

(o)  Additional security or janitorial service required by a Tenant will
be contracted through the Landlord using the same company that the Landlord has
under contract to provide the service.

(p)  Canvassing, soliciting and peddling in the Building are prohibited
and Tenant shall cooperate to prevent the same.

(q)  No hand trucks except those equipped with rubber tires and side
guards shall be used in any space, or in public halls of the Building, either by
Tenant, its employees, subcontractors, agents or invitees.

(r)  Without Landlords prior consent and providing Landlord with keys
or access codes and cards thereto, no additional locks or bolts of any kind
shall be placed upon any of the doors or windows by Tenant, nor shall any
changes be made in existing locks or the mechanism thereof. Tenant shall not
make or permit to be made any keys for any door to the Premises or the Building
other than those provided by Landlord, and if more than two keys for one lock
are desired by Tenant, Landlord may provide the same upon payment by Tenant.
Tenant shall, upon the termination of this tenancy, provide Landlord with all
access codes and keys, and return to Landlord all keys furnished to Tenant, and
in the event of the loss of any keys so furnished, Tenant shall pay to Landlord
the cost thereof.

(s)  No sign, logo, artwork, advertisement or notice shall be inscribed,
painted, affixed or displayed on any part of the outside or the inside of the
Building except on the directories and the doors of offices, and then only in
such place, number, size, color and style as is approved by Landlord. Tenant
shall not place anything or allow anything to be placed in the Premises or on
any glass line, window, door, partition, or wall in the Premises or the
Building, which may be viewed from any Common Area in the Building or from
outside of the Building, and which, in Landlords judgment, appears offensive or
unsightly. If any such sign, advertisement, notice or other item is placed on or
exhibited without Landlords approval, Landlord shall have the right to remove
the same and Tenant shall be liable for any and all expenses incurred by
Landlord for such removal. Any such permitted use, including directories and
nameplates, shall be at the sole expense and cost of Tenant.