<PAGE>
                                                                   EXHIBIT 10.20

================================================================================

                                     LEASE

                                    BETWEEN

                              AMERICAN CENTER LLC,

                                  AS LANDLORD

                                      AND

                            ORIGEN FINANCIAL, L.L.C.
                                   AS TENANT

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                  <C>
SECTION 1.      BASIC LEASE PROVISIONS..........................................      1
SECTION 2.      THE PREMISES....................................................      2
SECTION 3.      THE TERM........................................................      3
SECTION 4.      THE BASE RENT...................................................      3
SECTION 5.      LATE CHARGES AND INTEREST.......................................      3
SECTION 6.      OPERATING EXPENSES, UTILITIES, AND TAXES........................      4
SECTION 7.      USE OF PREMISES.................................................      6
SECTION 8.      INSURANCE.......................................................      8
SECTION 9.      DAMAGE BY FIRE OR OTHER CASUALTY................................      9
SECTION 10.     REPAIRS, RENOVATIONS AND ALTERATIONS............................     10
SECTION 11.     LIENS...........................................................     11
SECTION 12.     EMINENT DOMAIN..................................................     11
SECTION 13.     ASSIGNMENT OR SUBLETTING........................................     11
SECTION 14.     INSPECTION OF PREMISES..........................................     12
SECTION 15.     FIXTURES AND EQUIPMENT..........................................     13
SECTION 16.     PARKING AREAS...................................................     13
SECTION 17.     NOTICE OR DEMANDS...............................................     13
SECTION 18.     BREACH; INSOLVENCY; RE-ENTRY....................................     13
SECTION 19.     SURRENDER OF PREMISES ON TERMINATION............................     14
SECTION 20.     PERFORMANCE BY LANDLORD OF THE COVENANTS OF TENANT..............     15
SECTION 21.     SUBORDINATION; ESTOPPEL CERTIFICATES............................     15
SECTION 22.     QUIET ENJOYMENT.................................................     16
SECTION 23.     HOLDING OVER....................................................     16
SECTION 24.     REMEDIES NOT EXCLUSIVE; WAIVER..................................     16
SECTION 25.     WAIVER OF SUBROGATION...........................................     16
SECTION 26.     RIGHT TO SHOW PREMISES..........................................     17
SECTION 27.     INDEMNIFICATION.................................................     17
SECTION 28.     DEFINITION OF LANDLORD; LANDLORD'S LIABILITY....................     17
SECTION 29.     SECURITY DEPOSIT AND SECURITY INTEREST..........................     18
SECTION 30.     RULES AND REGULATIONS...........................................     18
SECTION 31.     SIGNS AND ADVERTISING...........................................     19
SECTION 32.     GENERAL.........................................................     19
EXHIBIT A     SPACE PLAN........................................................     21
EXHIBIT B     RULES AND REGULATIONS OF THE PROJECT..............................     22
EXHIBIT C     DAILY JANITORIAL SERVICE..........................................     25
EXHIBIT D     SPECIAL PROVISIONS................................................     26
   D1       EXCESS TENANT IMPROVEMENT COSTS.....................................     26
   D2       OPTION TERM.........................................................     26
   D3       LANDLORD COMPLIANCE WITH LAWS.......................................     26
   D4       NON-DISTURBANCE.....................................................     26
   D5       TENANT'S RIGHT TO CURE..............................................     26
   D6       TENANT AUDIT RIGHT..................................................     26
   D7       FOOD PROVIDER IN BUILDING...........................................     27
   D8       EXPANSION SPACE.....................................................     27
   D9       BUILDING CONFERENCE FACILITY........................................     27
EXHIBIT E     PROTECTED SPACE PLAN..............................................     28
</TABLE>

                                       30
<PAGE>

                                      LEASE

         THIS LEASE is made and entered into as of October 18, 2002, by and
between AMERICAN CENTER LLC, a Michigan Limited Liability Company (the
"Landlord"), having its principal office at 20500 Civic Center Drive, Suite
3000, Southfield, Michigan 48076, and Tenant named below who agree as follows:

                                   SECTION 1.

                             BASIC LEASE PROVISIONS

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

         (a)   Tenant's name and jurisdiction of formation:
               ORIGEN FINANCIAL. L.L.C. a Delaware Limited Liability Company

               Tenant Social Security/Taxpayer Identification
               Number:                                                38-3609238
               Tenant Standard Industrial Classification (SIC)
               Code Number:                                           6531.6798

         (b)   Tenant's Address: 27777 Franklin Road
                                 Suite 900
                                 Southfield, MI 48043

         (c)   Manager's Name    REDICO Management, Inc.
               and Address:      20500 Civic Center Drive
                                 Suite 3000
                                 Southfield, Michigan 48076

         (d)   Project Name:     American Center

               Building Name:    American Center

               Building Address: 27777 Franklin Road
                                 Southfield, MI 48034

         (e)   Premises:         Floor:        17th
                                 Suite Number: 1700
                                 Square Feet:  19,909 rentable / 18,606 usable

         (f)   Term:
               Scheduled Occupancy Date:                    January 1, 2003
               Scheduled Expiration Date of Initial Term:   March 31, 2008
               Initial Term:                                Five (5) years and
                                                            Three (3) months

         (g)   Base Rent:

<TABLE>
<CAPTION>
                      Total Monthly       Annual Base
       Date             Base Rent            Rent
       ----             ---------            ----
<S>                   <C>                 <C>
1/1/03 - 3/31/03        $ 8,088.03        $   24,264.09
4/1/03 - 6/30/03        $21,568.08        $   64,704,24
7/1/03 - 12/31/03       $32,352.13        $  194,112.78
1/1/04 - 12/31/04       $33,181.67        $  398,180,04
1/1/05 - 12/31/05       $34,011.21        $  408,134.52
1/1/06 - 12/31/06       $34,840.75        $  418,089.00
1/1/07 - 12/31/07       $35,670.29        $  428,043.48
1/1/08 - 12/31/08       $36,499.83        $  437,997.96
1/1/09 - 12/31/09       $37,329.38        $  447,952,56
                                          -------------
                        AGGREGATE         $2,821,478.67
</TABLE>

         (h)   Tenant's Proportionate Share:

               Tenant's Proportionate Share of Operating Expenses, Utilities and
               Taxes:
               19,909 Rentable square feet in the Premises divided by
               488,465 Rentable square feet in the Building = 4.0758%

               Tenant's Proportionate Share of Office Tower Space Cleaning:
               19,909 Rentable square feet in the Premises divided by
               442,370 Rentable square feet in the Building = 4.5005 %

         (i)   Number of Tenant's Designated Interior Parking Spaces: three (3)
               at no additional cost for the term of the Lease and three (3)
               additional designated parking spaces (month-to-month) at an
               initial increase of additional rent of $100.00 per month per
               space.

         (j)   Security Deposit: $40,000.00

         (k)   Tenant Improvement Allowance: See Exhibit D

         (l)   Base Year: 2003

         (m)   Permitted Use: Office Use, to originate, service loans and
               dispose of collateral.

                                        1
<PAGE>

                                   SECTION 2.

                                  THE PREMISES

         2.01     Landlord, in consideration of the rents to be paid and the
covenants and agreements to be performed by Tenant, hereby leases to Tenant the
premises set forth in Section 1.01(e) (the "Premises") in the building(s) (the
"Building") described in Section 1.01(d), together with the right to use the
parking and common areas and facilities which may be furnished from time to time
by Landlord (collectively the "Common Areas"), including, without limitation,
all common elevators, hallways and stairwells located within the Building, and
all common parking facilities, driveways and sidewalks, in common with Landlord
and with the tenants and occupants of the Project, their agents, employees,
customers, clients and invitees. Tenant agrees that the Premises and the
Building shall be deemed to include the number of rentable square feet set forth
in Section 1.01(h) and in no event shall Tenant have the right to challenge,
demand, request or receive any change in the base rent or other sums due
hereunder as a result of any claimed or actual error or omission in the rentable
or usable square footage of the Premises, the Building or the Project. Landlord
reserves the right at any time and from time to time to make alterations or
additions to the Building or the Common Areas, and to demolish improvements on
and to build additional improvements on the land surrounding the Building and to
add or change the name of the Building from time to time, in its sole discretion
without the consent of Tenant and the same shall not be construed as a breach of
this Lease provided same do not unreasonably interfere with Tenant's use or
occupancy of the Premises. The Building, the other buildings listed in Section
1.01(d), the Common Areas and the land surrounding the Building and the Common
Areas are hereinafter collectively referred to as the "Project".

         2.02     Landlord agrees to construct the improvements to the Premises
(the "Tenant Improvements") in accordance with the space plan(s) (as it may be
amended by approved change orders, the "Plans"), attached as Exhibit "A". All
material changes from the Plans which Landlord determines are necessary during
construction shall be submitted to Tenant for Tenant's approval or rejection. If
Tenant fails to notify Landlord of Tenant's approval or rejection of such
changes within five (5) business days of receipt thereof, Tenant shall be
conclusively deemed to have approved such changes. Landlord's approval of the
Plans shall not constitute a representation, warranty or agreement (and Landlord
shall have no responsibility or liability for) the completeness or design
sufficiency of the Plans or the Tenant Improvements, or the compliance of the
Plans or Tenant Improvements with any laws, rules or regulations of any
governmental or other authority.

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

         2.04     Landlord intends to construct the Tenant Improvements and
deliver the Premises "ready for occupancy" (as defined below) to Tenant on the
Scheduled Occupancy Date set forth in Paragraph 1.01(f). The Premises will be
conclusively deemed "ready for occupancy" on the earlier to occur of when: (i)
the work to be done under this Paragraph has been substantially completed and
after the issuance of a conditional or temporary certificate of occupancy for
the Premises by the appropriate government agency within whose jurisdiction the
Building is located, or (ii) when Tenant takes possession of the Premises. The
Premises will not be considered unready or incomplete if only minor or
insubstantial details of construction, decoration or mechanical adjustments
remain to be done within the Premises or Common Areas of the Building, or if
only landscaping or exterior trim remains to be done outside the Premises, or if
the delay in the availability of the Premises for Tenant's occupancy is caused
in whole or in material part by Tenant. By occupying the Premises, Tenant will
be deemed to have accepted the Premises and to have acknowledged that they are
in the condition called for in this Lease, subject only to "punch list" items
(as the term "punch list" is customarily used in the construction industry in
the area where the Project is located) identified by Tenant by written notice
delivered to Landlord within thirty (30) days after the date Landlord
tenders possession of the Premises to Tenant. If in good faith Landlord is
delayed or hindered in construction by any labor dispute, strike, lockout, fire,
unavailability of material, severe weather, acts of God, restrictive
governmental laws or regulations, riots, insurrection, war or other casualty or
events of a similar nature beyond its reasonable control ("Force Majeure"), the
date for the delivery of the Premises to Tenant "ready for occupancy" shall be
extended for the period of delay caused by the Force Majeure. If Landlord is
delayed or hindered in construction as a result of change orders or other
requests by, or acts of, Tenant ("Tenant Delay") the date for the delivery of
the Premises to Tenant "ready for occupancy" shall be accelerated by the number
of days of delay caused by Tenant Delay. The Scheduled Occupancy Date as
extended or accelerated as a result of the occurrence of a Force Majeure or
Tenant Delay or with the consent of Tenant, is herein referred to as the
Occupancy Date. In no event will the Occupancy Date be deemed to have occurred
prior to the date the Premises are ready for occupancy unless there has been a
Tenant Delay.

                                        2
<PAGE>

                                   SECTION 3.

                                    THE TERM

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

         3.02     It is acknowledged that the Occupancy Date and the
Commencement Date are subject to Daimler Chrysler Financial Company agreeing to
an early termination of Suites 910, 920 AND 950 effective September 30, 2002. If
the above termination is delayed beyond September 30, 2002, the Occupancy Date
and Commencement Date will be delayed one month for each month of delay beyond
September 30, 2002, but in no event will the delay cause the Occupancy Date and
Commencement Date to be later than May 1, 2003. IN THE EVENT THE OCCUPANCY DATE
DOES NOT OCCUR BY MAY 1, 2003, DUE TO A REASON OTHER THAN TENANT DELAY OR A
FORCE MAJEURE, THIS LEASE MAY BE TERMINATED BY TENANT BY THE DELIVERY OF WRITTEN
NOTICE(S) OF TERMINATION TO LANDLORD WITHIN FIVE (5) DAYS AFTER SUCH DATE, AND
BOTH PARTIES SHALL BE RELEASED FROM ALL OBLIGATIONS HEREUNDER, EXCEPT LANDLORD
SHALL PROMPTLY RETURN TO TENANT ANY AND ALL MONIES PAID BY TENANT TO LANDLORD.

                                   SECTION 4.

                                  THE BASE RENT

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

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

                                   SECTION 5.

                            LATE CHARGES AND INTEREST

         5.01     Any rent or other sums payable by Tenant to Landlord under
this Lease which are not paid within five (5) days after they are due and
written notice has been provided to Tenant (but if one notice has been given in
any twelve (12) month period, no further notice shall be required during such
twelve (12) month period), will be subject to a late charge of ten (10%) percent
of the amount due. Such late charges will be due and payable as additional rent
on or before the next Rent Day.

         5.2      Any rent, late charges or other sums payable by Tenant to
Landlord under this Lease not paid within ten (10) days after the same are due
will bear interest at a per annum rate equal to the lower of: (i) Citibank or
its successor's Prime Rate plus two percent (2%) per annum, or (ii) the highest
rate permitted by law. Such interest will be due and payable as additional rent
on or before the next Rent Day, and will accrue from the date that such rent,
late charges or other sums are payable under the provisions of this Lease until
actually paid by Tenant.

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

                                        3
<PAGE>

                                   SECTION 6.

                    OPERATING EXPENSES, UTILITIES, AND TAXES

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

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

The term "Operating Expenses" shall not include the following items:

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

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

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

                  (4)      Tenant Improvements and leasing commission incurred
in leasing office or other space in the Project:

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

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

         6.02     If the Project is not fully rented during all or a portion of
any year, then Landlord shall to make an appropriate adjustment of the Operating
Expenses and Real Estate Taxes (as defined below) for such year and for the Base
Year employing sound accounting and management principles, to determine the
amount of Operating Expenses and Real Estate Taxes that would have been paid or
incurred by Landlord had the Project been fully rented; and the amount so
determined shall be deemed to

                                        4
<PAGE>

have been the amount of Operating Expenses and Real Estate Taxes for such year.
If any expenses relating to the Project, though paid in one year, relate to more
than one calendar year, at the option of Landlord such expense may be
proportionately allocated among such related calendar years. In addition, in the
event any Operating Expense or Real Estate Tax applies to only some portion of
the Project or is partially allocable to other buildings or projects, Landlord
may allocate such expense among such buildings and projects in accordance with
sound accounting and management principles to determine the amount of Operating
Expenses and Real Estate Taxes for the Project and the Building.

         6.03     In the event that Real Estate Taxes (as hereinafter defined)
for the Project, in any calendar year, exceed the Real Estate Taxes for the Base
Year, Tenant shall pay to Landlord, as additional rent, Tenant,s Proportionate
Share of any such excess over and above the Base Real Estate Taxes (as
hereinafter defined). The "Base Real Estate Taxes" shall be the Real Estate
Taxes shown on the bills for which the "due date" occurs in the Base Year. "Real
Estate Taxes" as used herein shall mean real estate taxes, assessments (general,
special, ordinary or extraordinary) sewer rents, rates and charges, taxes based
upon the receipt of rent, and any other federal, state or local charge (general,
special, ordinary or extraordinary) which may now or hereafter be imposed,
levied or assessed against the Project or any part thereof, or on any building
or improvements at any time situated thereon. In the event the State of Michigan
or any political subdivision thereof having taxing authority shall modify,
repeal or abolish the ad valorem tax on real property, or impose a tax or
assessment of any kind or nature upon, against, or with respect to the Project
or the rents payable by Tenant or on the income derived from the Project, or
with respect to Landlord's ownership interest in the Project, which tax is
assessed or imposed by way of substitution for or in addition to all or any part
of the Real Estate Taxes, then such tax or assessment shall be included within
the definitions of "Real Estate Taxes"; provided, however, nothing herein
contained shall impose an obligation on Tenant to pay the general income tax or
Michigan Single Business Tax liabilities of Landlord, except to the extent such
a tax is being used to fund governmental functions presently or previously
funded by ad valorem taxes on real property. Notwithstanding the above
assessments will be charged to Tenant over the longest assessment period
available to Landlord by the taxing authority even if Landlord elects not to
utilize such longer deferred assessment period.

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

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

         6.06     Landlord agrees with Tenant that Landlord will furnish heat
and air conditioning during normal business hours (8:00 a.m. to 6:00 p.m. Monday
through Friday, 9 A.M. TO 2 P.M. SATURDAY, excluding Building holidays), usual
and customary janitorial services, as set forth in Exhibit "C", and provide
water and sewer service to the Premises and hot and cold water for ordinary
lavatory purposes in the common area restrooms. However, if Tenant uses or
consumes water for any other purpose or in unusual quantities (of which fact
Landlord shall be the sole judge) Landlord may install a water meter at Tenant's
expense which Tenant shall thereafter maintain at Tenant's expense in good
working order and repair, to register such water consumption. Tenant shall pay
for the quantity of water shown on said meter, together with the sewer rents,
debt service and other charges made by the local utilities for water and sewer
service, as additional rent, at the secondary rate per gallon (general service
rate) established by the applicable governmental authority or the applicable
utility company providing the water. Whenever machines or equipment which
generate heat are used in the Premises which affect the temperature otherwise
maintained by the air-conditioning system, Landlord reserves the right to
install supplementary air-conditioning equipment in the Premises, and the cost
thereof, and the expense of operation and maintenance thereof, shall be paid by
Tenant to Landlord. Although Landlord will provide air-conditioning and/or heat
upon the prior request of Tenant in accordance with Building practices for hours
other than regular business hours, Tenant will pay Landlord's charges for
providing such service. Said charges shall include a cost equal to the cost to
operate the equipment for Tenant's expanded business hours and days, and
Landlord's maintenance, equipment amortization and other appropriate charges
which Landlord determines are attributable to operating the equipment for
periods in excess of the normal business hours described above. CURRENTLY THE
CHARGES FOR THE AFTER HOURS HVAC ARE $75.00 PER HOUR FOR ONE FLOOR

                                        5
<PAGE>

AND SUCH CHARGES ARE SUBJECT TO CHANGE AT LANDLORD'S SOLE DISCRETION. CURRENTLY
THE CHARGES FOR FANS ONLY ARE $30,00 PER HOUR FOR ONE FLOOR AND SUCH CHARGES ARE
SUBJECT TO CHANGE AT LANDLORD'S SOLE DISCRETION.

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

                                   SECTION 7.

                                 USE OF PREMISES

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

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

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

         7.04     Tenant will not place any load upon any floor of the Premises
exceeding the floor 70 pound load per square foot area which it was designed to
carry and which is allowed by law. Landlord reserves the right to prescribe the
weight and position of all safes, business machines and mechanical equipment.
Such items shall be placed and maintained by Tenant, at Tenant's expense, in
settings sufficient in Landlord's judgment, to absorb and prevent vibration,
noise and annoyance. If at any time any windows of the Premises are temporarily
or permanently closed, darkened or covered for any reason whatsoever, including
Landlord's own acts, Landlord shall not be liable for any damage Tenant may
sustain thereby, and the same shall not be considered a default under this Lease
and Tenant shall not be entitled to any compensation therefore nor abatement of
any Base Rent or any other sums due hereunder, nor shall the same release Tenant
from its obligations hereunder nor constitute an eviction, construction, actual
or otherwise.

         7.05     During the term hereof, and consistent with janitorial
services provided by Landlord, Tenant will keep the Premises in a clean and
wholesome condition, will use the same in a careful and

                                        6
<PAGE>

proper manner, and generally will comply with all laws, ordinances, orders and
regulations affecting the Premises and the cleanliness, safety, occupancy and
use thereof. Tenant will not commit waste in or on the Premises, and will use
the Premises in accordance with the Rules and Regulations of the Project, as set
forth in Exhibit B, attached hereto and made a part hereof.

         7.06     As between Landlord and Tenant, Tenant shall be responsible
for any alterations, changes or improvements to the Premises which may be
necessary in order for the Premises and Tenant's use thereof to be in compliance
with the Americans with Disabilities Act of 1990 and its state and local
counterparts or equivalents (the "Disabilities Act") during the term of this
Lease provided Landlord shall be responsible for improvements to the Premises in
accordance with Section 2.04 and all improvements to the common areas necessary
to comply with the Disabilities Act.

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

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

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

         7.10     Tenant further agrees that OTHER THAN VISITS TO THE PREMISES
BY AGENTS OR REPRESENTATIVES OF GOVERNMENTAL AGENCIES WHICH ARE CUSTOMARY TO
TENANT'S NORMAL COURSE OF BUSINESS, TENANT  will not, by either action or
inaction, invite or otherwise cause agents or

                                        7
<PAGE>

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

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

                                   SECTION 8.

                                   INSURANCE

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

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

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

         8.04     All insurance policies which Tenant shall be required to
maintain pursuant to this Section 8 shall, in addition to any of the foregoing:
be written by insurers which have an A.M. Best & Company

                                        8
<PAGE>

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

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

                                   SECTION 9.

                        DAMAGE BY FIRE OR OTHER CASUALTY

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

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

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

         9.04     If the casualty, or the repairing or rebuilding of the
Premises pursuant to Paragraphs 9.01 and 9.02 above shall render the Premises
untenantable, in whole or in part, a proportionate abatement of the rent due
hereunder shall be allowed from the date when the damage occurred until the date
Landlord completes the repairs on the Premises or, in the event Landlord elects
to terminate this Lease, until the date of termination. Such abatement shall be
computed on the basis of the ratio of the floor area of the Premises rendered
untenantable to the entire floor area of the Premises.

                                        9
<PAGE>

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

                                   SECTION 10.

                      REPAIRS, RENOVATIONS AND ALTERATIONS

         10.01    Tenant shall, at Tenant's sole expense, keep the interior of
the Premises and the fixtures therein in good condition, reasonable wear and
tear and damage from insured casualty excepted, and will also repair all damage
or injury to the Premises and fixtures resulting from the carelessness,
omission, neglect or other action or inaction of Tenant, its servants,
employees, agents, visitors, invitees or licensees. Such damage shall be
promptly repaired or damaged items replaced by Tenant, at its sole expense, to
the satisfaction of Landlord. If Tenant fails to make such repairs or
replacements, Landlord after providing ten (10) days notice thereby allowing
Tenant an opportunity for Tenant to cure, except in an emergency, may do so and
the cost thereof shall become collectible as additional rent hereunder and shall
be paid by Tenant within thirty (30) days after presentation of statement
therefor. Landlord shall maintain, and shall make all necessary repairs and
replacements to, the Building, the heating, air conditioning and electrical
systems located therein, and the Common Areas, provided that at Landlord's
option, (i) Tenant shall make all repairs and replacements arising from its act,
neglect or default and that of its agents, servants, employees, invitees and
licensees, or (ii) Landlord may make such repairs and replacements and the costs
thereof shall become collectable as additional rent hereunder and shall be paid
by Tenant within thirty (30) days after presentation of a statement therefore.
Tenant shall keep and maintain the Premises in a clean, sanitary and safe
condition, and shall keep and maintain the interior of the Premises in full
compliance with the laws of the United States and State of Michigan, all
directions, rules and regulations of any health officer, fire marshal, building
inspector, or other proper official of any governmental agency having
jurisdiction over the Premises, and the requirements of Landlord's mortgagee,
all at Tenant's full cost and expense, and Tenant shall comply with all
requirements of law, ordinance and regulation affecting the Premises. Tenant
shall make all non-structural repairs to the Premises as and when needed to
preserve them in good order and condition. All the aforesaid repairs shall be of
quality or class equal to the original construction. Tenant shall give Landlord
prompt written notice of any defective condition in any plumbing, heating system
or electrical lines located in, servicing or passing through the Premises and
following such notice, Landlord shall remedy the condition with due diligence
but at the expense of Tenant if repairs are necessitated by damage or injury
attributable to Tenant, Tenant's servants, agents, employees, invitees or
licensees. There shall be no allowance to Tenant for diminutions of rental value
and no liability on the part of Landlord by reason of inconvenience, annoyance
or injury to business arising from Landlord, Tenant, or others making or failing
to make any repairs, alterations, additions, or improvements in or to any
portion of the Building or the Premises or in and to the fixtures, appurtenances
or equipment thereof. The provisions of this Section 10 with respect to the
making of repairs shall not apply in the case of fire or other casualty which
are dealt with in Section 9 hereof.

         10.02    Tenant shall not make any renovations, alterations, additions
or improvements to the Premises without Landlord's prior written consent, which
consent shall not be unreasonably withheld or delayed. All plans and
specifications for such renovations, alterations, additions or improvements
shall be approved by Landlord prior to commencement of any work. Landlord's
approval of the plans, specifications and working drawings for Tenant's
alterations shall create no responsibility or liability on the part of Landlord
for their completeness, design sufficiency, or compliance with laws, rules and
regulations of governmental agencies or authorities, including but not limited
to the Americans with Disabilities Act, as amended. All renovations,
alterations, additions or improvements made by Tenant upon the Premises, except
for movable office furniture and movable trade fixtures installed at the expense
of Tenant, shall be and shall remain the property of Landlord, and shall be
surrendered with the Premises at the termination of this Lease, without
molestation or injury. In addition, Landlord may designate by written notice to
Tenant the alterations, additions, improvements and fixtures made by or for
Tenant, which shall be removed by Tenant at the expiration or termination of the
Lease and Tenant shall promptly remove the same and repair any damage to the
Premises caused by such removal.

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

                                       10
<PAGE>

                                   SECTION 11.

                                      LIENS

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

                                   SECTION 12.

                                 EMINENT DOMAIN

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

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

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

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

                                   SECTION 13.

                            ASSIGNMENT OR SUBLETTING

         13.01 Tenant agrees not to assign or in any manner transfer this Lease
or any interest in this Lease without the prior written consent of Landlord, and
not to sublet the Premises or any part of the Premises or to allow anyone to use
or to come in, through or under the Premises without Landlord's consent WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED. Any attempted subletting
or assignment without Landlord's consent shall be voidable in Landlord's sole
discretion and, at Landlord's

                                       11
<PAGE>

option, shall grant Landlord the right to terminate this Lease or to exercise
any of the other rights or remedies it may have hereunder. If consented to, no
assignment or subletting shall be binding upon Landlord unless the sublessee or
assignee shall deliver to Landlord an instrument (in recordable form, if
Landlord so requests) containing an agreement of assumption of all of Tenant's
obligations under this Lease. In no event may Tenant assign, sublet or otherwise
transfer this Lease or any interest in this Lease at any time while an Event of
Default exists hereunder. Landlord may, in its sole discretion, refuse to give
its consent to any proposed subletting or assignment or exercise its other
rights hereunder for any reason, including, but not limited to, the financial
condition, creditworthiness or business reputation of the proposed sublessee or
assignee, the prevailing market or quoted rental rates for space in the Building
or other comparable buildings, and the proposed use of the Premises by, or
business of, the proposed sublessee or assignee. One consent by Landlord to a
subletting or assignment will not be deemed a consent to any subsequent
assignment, subletting, occupation or use by any other person. Neither the
consent to any assignment or subletting nor the acceptance of rent from an
assignee, subtenant or occupant will constitute a release of Tenant from the
further performance of the obligations of Tenant contained in this Lease. A
dissolution, merger, consolidation, or other reorganization of Tenant and the
issuance or transfer of forty (40%) percent or more of the voting capital of
Tenant to persons other than shareholders as of the beginning of such period
within any twelve (12) month period, shall each be deemed to be an assignment of
this Lease, and as such, prohibited without Landlord's prior written consent.
Notwithstanding anything in this paragraph to the contrary, Landlord shaft allow
the occupancy of the Premises by Tenant's parent company or a subsidiary or an
affiliate which is wholly owned by Tenant (the "Related Entity"), or controlled
by tenant or tenant's shareholders ("Related Entity") or the assignment of this
Lease or the subletting of all or a portion of the Premises to a Related Entity
provided that: (i) Tenant shall give written notice to Landlord at least sixty
(60) days prior to said proposed occupancy, assignment or subletting setting
forth the terms thereof together with such financial and other information
Landlord may request; and (ii) any such occupancy, assignment or subletting
shall not constitute a release of Tenant from the further performance of the
obligations of Tenant contained in this Lease; and (iii) any such occupancy,
assignment or subletting shall be subject to Sections 13.03 and 13.04.
Notwithstanding the above landlord acknowledges and agrees that tenant during
the term of the lease, will be raising capital in the equity market and tenant
agrees the essential business of tenant will remain unchanged and the net worth
of the tenant shall remain substantially the same or greater than it is on the
effective date of the lease.

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

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

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

                                   SECTION 14.

                             INSPECTION OF PREMISES

         14.01    Tenant agrees to permit Landlord to enter the Premises for the
purpose of inspecting the same and to show same to prospective purchasers,
tenants or mortgagees of the Project, and to make such repairs, alterations,
improvements or additions as Landlord may deem necessary or desirable, and
Landlord shall be allowed to take all material into and upon the Premises that
may be required therefor without the same constituting an eviction of Tenant in
whole or in part and the rent reserved shall in no way abate while said repairs,
alterations, improvements, or additions are being made, by reason of loss or
interruption of business of Tenant, or otherwise. Landlord will give Tenant
reasonable notice prior to an

                                       12
<PAGE>

entry by Landlord pursuant to this Section 14.01, except in the case of
emergencies in which event no notice need be given.

                                   SECTION 15.

                             FIXTURES AND EQUIPMENT

         15.01    All fixtures and equipment paid for by Landlord and all
fixtures and equipment which may be paid for and placed on the Premises by
Tenant from time to time but which are so incorporated and affixed to Premises
that their removal would involve damage or structural change to Premises will be
and remain the property of Landlord, Tenant may remove "Railroad" filing system
at termination and restore premises to original condition.

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

                                   SECTION 16.

                                  PARKING AREAS

         16.01    Tenant and its agents, employees, customers, licensees and
invitees shall have the non-exclusive right to use in common with Landlord and
all other tenants and occupants of the Building and their respective agents,
employees, customers, licensees and invitees, the Common Area parking and
loading dock facilities, if any, on the Land, and all driveways, entrances and
exits located within the Project necessary to provide a means of ingress and
egress to and from the Premises. Such use of parking facilities shall be subject
to, and consistent with, the Rules and Regulations of the Project (as set forth
in Exhibit B), together with such reasonable modifications and additions as may
be made thereto during the term of this Lease. Landlord shall designate the
number of parking spaces set forth in Paragraph 1.01 (i) in the parking lot of
the Project for the exclusive use of Tenant (the "Tenant's Designated Parking
Spaces"). Tenant shall pay Landlord, as additional rent on each Rent Day, an
amount set forth in Section 1.01(i). Such sums may be increased by Landlord from
time to time by the delivery of thirty (30) days prior written notice to Tenant.
Within thirty (30) days of receipt of such notification, Tenant may: (i) accept
such increase; or (ii) reject such increase for all or any of its exclusive
spaces, in which event Tenant's exclusive parking rights for such spaces shall
terminate. If Tenant accepts such increase or fails to reject such increase
within the thirty (30) day period, then commencing with the next Rent Day
following Landlord's notice, the amount of additional rent payable hereunder
shall be increased accordingly. Notwithstanding anything contained herein to the
contrary, Landlord shall have the right to relocate Tenant's Designated Parking
Spaces within the parking lot of the Project, and Landlord shall have the right
to designate other parking spaces in the parking lot for the exclusive use of
others. Tenant agrees to be bound by parking regulations in effect at the
Project, together with reasonable modifications or additions as may be necessary
during the term of this Lease, as more fully described in Exhibit "B", attached
hereto and made part hereof.

                                   SECTION 17.

                                NOTICE OR DEMANDS

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

                                   SECTION 18.

                          BREACH; INSOLVENCY; RE-ENTRY

         18.01    Each of the following shall constitute an Event of Default
under this Lease: (i) Tenant's failure to pay rent or any other sum payable
hereunder for more than five (5) business days after written

                                       13
<PAGE>

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

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

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

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

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


                                       14
<PAGE>
                                   SECTION 19.

                      SURRENDER OF PREMISES ON TERMINATION

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

                                   SECTION 20.

               PERFORMANCE BY LANDLORD OF THE COVENANTS OF TENANT

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

                                   SECTION 21.

                      SUBORDINATION; ESTOPPEL CERTIFICATES

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

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

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

                                       15
<PAGE>

                                   SECTION 22.

                                 QUIET ENJOYMENT

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

                                   SECTION 23.

                                  HOLDING OVER

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

                                   SECTION 24.

                         REMEDIES NOT EXCLUSIVE; WAIVER

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

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

                                   SECTION 25.

                              WAIVER OF SUBROGATION

         25.01    Landlord and Tenant hereby release each other and their
respective agents and employees from any and all liability to each other or
anyone claiming through or under them by way of subrogation or otherwise for any
loss or damage to property caused by or resulting from risks insured against
under the property insurance for loss, damage or destruction by fire or other
casualty carried by the parties hereto and which was in force at the time of any
such loss or damage or which would have been so covered had the insurance
required hereunder been maintained; provided, however, that this release shall
be applicable only with respect to loss or damage occurring during such time as
the releasor's policies of insurance contain a clause or endorsement to the
effect that any such release shall not adversely affect or impair such policies
or prejudice the right of the releasor to recover thereunder. Landlord and
Tenant each agrees that it will require its property insurance carriers to
include in its policy such a clause or endorsement. However, if such endorsement
cannot be obtained, or shall be obtainable only by the payment of an additional
premium charge above that which is charged by companies carrying

                                       16
<PAGE>

such insurance without such waiver of subrogation, then the party undertaking to
obtain such waiver shall notify the other party of such fact and such other
party shall have a period of ten (10) days after the giving of such notice to
agree in writing to pay such additional premium if such policy is obtainable at
additional cost (in the case of Tenant, pro rate in proportion of Tenant's
rentable area to the total rentable area covered by such insurance); and if such
other party does not so agree or the waiver shall not be obtainable, then the
provisions of this Section 25.01 shall be null and void as to the risks covered
by such policy for so long as either such waiver cannot be obtained or the party
in whose favor a waiver of subrogation is desired shall refuse to pay the
additional premium. If the release of either Landlord or Tenant, as set forth in
the second sentence of this Section 25.01, shall contravene any law with respect
to exculpatory agreements, the liability of the party in question shall be
deemed not released, but no action or rights shall be sought or enforced against
such party unless and until all rights and remedies against the other's insurer
are exhausted and the other party shall be unable to collect such insurance
proceeds. The waiver of subrogation referred to above shall extend to the agents
and employees of each party (including, as to Landlord, the Manager), but only
if and to the extent that such waiver can be obtained without additional charge
(unless such party shall pay such charge). Nothing contained in this Section
25.01 shall be deemed to relieve either party from any duty imposed elsewhere in
this Lease to repair, restore and rebuild.

                                   SECTION 26.

                             RIGHT TO SHOW PREMISES

         26.01    Landlord may upon reasonable advance notice except in an
emergency show the Premises to prospective tenants and brokers, and may display
signs about the Project and elsewhere advertising the availability of the
Premises. Landlord shall use reasonable efforts not to materially disrupt,
disturb or interfere with the conduct of Tenant's business during such entry.

                                   SECTION 27.

                                 INDEMNIFICATION

         27.01    Tenant, its successors and assigns shall indemnify and hold
harmless Landlord and all superior lessors or superior mortgagees and its and
their respective partners, directors, officers, agents and employees from and
against any and all third-party claims arising from or in connection with: (i)
the conduct or management of the Premises or of any business therein, or any
work or thing whatsoever done, or any condition created in or about the
Premises, during the term of this Lease; (ii) any act, omission or negligence of
Tenant or any of its subtenants or licensees or its or their partners,
directors, officers, agents, employees, invitees or contractors; (iii) any
accident, injury or damage whatever occurring in, at or upon the Premises; and
(iv) any breach or default by Tenant in the full and prompt payment and
performance of Tenant's obligations under this Lease; together with all costs,
expenses and liabilities incurred or in connection with each such claim or
action or proceeding brought thereon, including, without limitation, all
attorneys' fees and expenses. If any case any action or proceeding is brought
against Landlord or any superior lessor or superior mortgagee or its or their
partners, directors, officers, agents or employees and such claim is a claim for
which Tenant is obligated to indemnify Landlord pursuant to this Section 27,
Tenant upon notice from Landlord or such superior lessor or superior mortgagee,
shall resist and defend such action or proceeding (by counsel reasonably
satisfactory to Landlord). The obligation of Tenant under this Section 27 shall
survive termination of this Lease.

         27.02    Landlord, at its expense, will defend, indemnify, save and
hold harmless Tenant, its licensees, servants, agents, employees, affiliated
entities and contractors: from and against any loss, damage, claim of damage,
liability or expense (including attorneys' fees) to or for any person or
property, whether it is based on contract, tort, negligence or otherwise, or
arising directly or indirectly out of or in connection with the condition of the
Common Areas or the other parts of the Project not leased to or occupied by
others, the use or misuse thereof by Landlord, its licensees, servants, agents,
employees or contractors, the failure of Landlord to comply with the terms of
this Lease, or any event on or relating to the Common Areas or the other parts
of the Project not leased to or occupied by others, whatever the cause, or any
litigation or other proceeding by or against Landlord to which Tenant is made a
party, other than the intentional, willful or malicious act of Tenant which
causes injury and/or damages. The provisions of this indemnification shall
survive expiration and termination of this Lease, which is either expected or
intended by Tenant when it performed the act in question.

                                   SECTION 28.

                  DEFINITION OF LANDLORD; LANDLORD'S LIABILITY

         28.01    The term "Landlord" as used in this Lease so far as covenants,
agreements, stipulations or obligations on the part of Landlord are concerned is
limited to mean and include only the owner or owners of the Premises at the time
in question, and in the event of any transfer or transfers of the title to

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such fee Landlord herein named (and in case of any subsequent transfers or
conveyances the then grantor) will automatically be freed and relieved from and
after the date of such transfer or conveyance of all personal liability for the
performance of any covenants or obligations on the part of Landlord contained in
this Lease thereafter to be performed.

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

                                   SECTION 29.

                     SECURITY DEPOSIT AND SECURITY INTEREST

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

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

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

                                   SECTION 30.

                              RULES AND REGULATIONS

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

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<PAGE>

                                   SECTION 31.

                              SIGNS AND ADVERTISING

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

                                   SECTION 32.

                                     GENERAL

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

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

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

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

         32.05    Landlord reserves the right should it become necessary to
comply with required laws and regulations, or to assure the health, safety and
welfare of Tenant or other occupants of the building to relocate Tenant in other
comparable space in the Building upon not less than sixty (60) days prior
written notice to Tenant. Landlord shall pay all costs of moving Tenant to new
space including computer and telephone relocation. If Tenant does not wish to
accept such relocation, Tenant may object thereto by written notice to Landlord
within ten (10) days after the notice from Landlord. In the event Tenant fails
to object within such ten (10) day period, Tenant shall be deemed to have
accepted the relocation. In the event Tenant so objects, Landlord may rescind
the notice of intention to relocate Tenant or may reaffirm said intention, in
which event Tenant may terminate this Lease by written notice to Landlord within
five (5) days after the affirmation notice from Landlord. In the event Tenant
fails to notify Landlord of its termination within such five (5) day period, it
shall be deemed to have accepted the relocation. If Tenant terminates this Lease
pursuant this paragraph, Tenant must vacate the Premises within ninety (90) days
following Tenant's notice to Landlord of termination.

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

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

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

         32.09    INTENTIONALLY DELETED.

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<PAGE>

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

         32.11    Annually and at any other time, Tenant shall promptly furnish
Landlord their most recent audited financial statements or quarterly updates
reflecting Tenant's current financial condition. All such financial statements
shall be in such form and contain such detail as Landlord shall reasonably
request.

         32.12    In case any provision of this Lease or any agreement or
instrument executed in connection herewith shall be invalid, illegal or
unenforceable, such provision shall be enforced to the fullest extent permitted
by applicable law, and the validity, legality and enforceability of the
remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby. This Lease shall not be construed more strictly against one
party than against the other, merely by virtue of the fact that it may have been
prepared by counsel for one of the parties, it being recognized that both
Landlord and Tenant have contributed substantially and materially to the
preparation of this Lease.

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

         32.14    Tenant will not record this Lease or a memorandum hereof, and
will not otherwise disclose the terms of this Lease to anyone other than its
attorneys, accountants or employees who need to know of its contents in order to
perform their duties for Tenant. Any other disclosure will be an Event of
Default under the Lease. Tenant agrees that Landlord shall have the right to
publish a "tombstone" or other promotional description of this Lease.

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

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

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

LANDLORD:                                    TENANT:
AMERICAN CENTER LLC, a Michigan Limited      ORIGEN FINANCIAL, L.L.C.
Liability Company

BY: SOUTHFIELD OFFICE MANAGER, INC.

By: /s/ Paul A. Stodulski                    By: /s/ J. Peter Scherer
    -----------------------------------          -------------------------------
Printed: Paul A. Stodulski                   Printed: J. Peter Scherer
Its:     Secretary                           Its:     Authorized Signatory

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