INDUSTRIAL LEASE AGREEMENT

Industrial Lease Agreement

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | RIVIERA TOOL COMPANY

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Title: INDUSTRIAL LEASE AGREEMENT
Governing Law: Michigan Date: 12/27/2004
Industry: Misc. Capital Goods

INDUSTRIAL LEASE
AGREEMENT, Parties: massachusetts mutual life insurance company , riviera tool company

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Exhibit 10(ii)

INDUSTRIAL LEASE AGREEMENT BETWEEN MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

AND RIVIERA TOOL COMPANY DATED JUNE 26, 2003

INDUSTRIAL LEASE AGREEMENT

BETWEEN

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

AS LANDLORD

AND

RIVIERA TOOL COMPANY

(FORMERLY KNOWN AS RIVIERA DIE & TOOL, INC.)

AS TENANT

FOR THE PROPERTY LOCATED AT

5460 EXECUTIVE PARKWAY

GRAND RAPIDS, MICHIGAN 49512

177305.3 05137-31403 Form Retail Lease Agreement 2001.12

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TABLE OF CONTENTS

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<S> <C>

SCHEDULE........................................................................ 1

1. LEASE OF PREMISES...................................................... 4

(a) Demise........................................................ 4

(b) Term.......................................................... 4

2. RENT................................................................... 4

(a) Base Rent..................................................... 4

(b) Payment of Rent............................................... 4

(d) Rent Absolute................................................. 4

3. USE.................................................................... 5

(a) Limitation on Use............................................. 5

(b) Quiet Enjoyment............................................... 5

4. ENVIRONMENTAL MATTERS.................................................. 5

(a) Tenant's Representations, Warranties and Covenants............ 5

(b) Notice........................................................ 5

(d) Disclosure.................................................... 6

(e) Inspection.................................................... 6

(f) Definitions................................................... 6

5. CONDITION OF PREMISES.................................................. 7

6. UTILITIES AND SERVICES................................................. 7

(a) Tenant's Utilities and Services............................... 7

(b) Interruptions in Utilities or Services........................ 7

7. TAXES AND ASSESSMENTS.................................................. 7

(a) Taxes and Assessments......................................... 7

(b) Excluded Taxes................................................ 7

(d) Landlord's Payment Right...................................... 8

(e) Tax Contests.................................................. 8

(f) Tax Suits..................................................... 8

(g) Tax Escrow.................................................... 8

8. RIGHTS RESERVED TO LANDLORD............................................ 8

9. MAINTENANCE OF PROPERTY................................................ 8

(a) Maintenance and Repairs by Tenant............................. 8

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<TABLE>

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(b) Maintenance by Landlord on Tenant's Default................... 9

10. ALTERATIONS............................................................ 9

(a) Requirements.................................................. 9

(b) Ownership..................................................... 10

11. LIENS.................................................................. 10

(a) Lien Claims................................................... 10

(b) Landlord's Right to Cure...................................... 10

12. INSURANCE.............................................................. 10

(a) Liability Insurance........................................... 10

(b) Property Insurance............................................ 11

(d) Worker's Compensation Insurance............................... 11

(e) Boiler and Plate Glass Insurance.............................. 11

(f) Other Insurance............................................... 11

(g) Evidence of Insurance......................................... 11

(h) Failure to Provide Insurance.................................. 12

(i) Application of Insurance Proceeds............................. 12

(j) Waiver of Subrogation......................................... 12

13. INDEMNITY.............................................................. 12

14. FIRE AND CASUALTY...................................................... 12

(a) Rebuilding.................................................... 12

(b) Plans and Specifications...................................... 12

15. CONDEMNATION........................................................... 13

(a) Total Taking.................................................. 13

(b) Partial Taking................................................ 14

16. ASSIGNMENT AND SUBLETTING.............................................. 14

(a) Transfer...................................................... 14

(b) Permitted Transfer............................................ 14

(d) Excess Rent................................................... 15

(e) Recapture..................................................... 15

(f) Assignment of Sublease Revenues............................... 15

17. SURRENDER.............................................................. 16

(a) Condition at Surrender........................................ 16

(b) Removal of Tenant's Property.................................. 16

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18. DEFAULTS AND REMEDIES.................................................. 16

(a) Default....................................................... 16

(b) Remedies...................................................... 16

(d) Waiver of Trial by Jury....................................... 17

(e) Attorney's Fees............................................... 17

19. HOLDING OVER........................................................... 17

20. SECURITY DEPOSIT....................................................... 18

(a) Form.......................................................... 18

(b) Application................................................... 18

21. ESTOPPEL CERTIFICATE................................................... 19

22. SUBORDINATION.......................................................... 19

23. FINANCIAL STATEMENTS................................................... 19

24. NO BROKER.............................................................. 19

25. NOTICES................................................................ 20

26. MISCELLANEOUS.......................................................... 20

(a) Successors and Assigns........................................ 20

(b) Entire Agreement.............................................. 20

(d) Execution and Delivery........................................ 20

(e) Severability.................................................. 20

(f) Governing Law................................................. 20

(g) Joint and Several Liability................................... 20

(h) Force Majeure................................................. 20

(i) Captions...................................................... 20

(j) No Waiver..................................................... 21

(k) Recording..................................................... 21

(l) Relation of Parties........................................... 21

(m) Recapture Right............................................... 21

(n) Counterparts.................................................. 21

(o) Limitation on Landlord's Liability............................ 21

</TABLE>

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DEFINITIONS INDEX

<TABLE>

DEFINED TERM SECTION

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

<S> <C>

AFFILIATE................................................. 16

ALTERATION OR ALTERATIONS................................. 10

AWARD..................................................... 15

BASE RENT................................................. SCHEDULE

BROOM CLEAN............................................... 17

BUILDING.................................................. SCHEDULE

CERCLA.................................................... 4

COMMENCEMENT DATE......................................... SCHEDULE

COMPLETION ESTIMATE....................................... 14

COSMETIC WORK............................................. 10

COSTS OF RELETTING........................................ 18

DEFAULT................................................... 18

DEFAULT RATE.............................................. 2

DELIVERY DATE............................................. SCHEDULE

ENVIRONMENTAL COSTS....................................... 4

ENVIRONMENTAL CONDITIONS.................................. 4

ENVIRONMENTAL LAW OR LAWS................................. 4

ESTOPPEL CERTIFICATE...................................... 21

EXISTING LEASE............................................ EXISTING LEASE RIDER

EXPIRATION DATE........................................... SCHEDULE

EXTENSION OPTION.......................................... EXTENSION OPTION RIDER

EXTENSION TERM............................................ EXTENSION OPTION RIDER

FINANCIAL STATEMENTS...................................... 23

GAAP...................................................... 16

HAZARDOUS MATERIALS....................................... 4

INITIAL TERM.............................................. SCHEDULE

LANDLORD.................................................. SCHEDULE

LANDLORD PARTY OR LANDLORD PARTIES........................ 13

LAW OR LAWS............................................... 3

LEASE..................................................... SCHEDULE

MARKET EXTENSION RATE..................................... EXTENSION OPTION RIDER

MORTGAGE.................................................. 22

MORTGAGEE................................................. 22

PERMITTED TRANSFER........................................ 16

PERMITTED TRANSFEREE...................................... 16

PERMITTED USE............................................. SCHEDULE

PREMISES.................................................. SCHEDULE

PREVAILING PARTY.......................................... 18

PRIME RATE................................................ 2

PROPERTY.................................................. SCHEDULE

PROPERTY INSURANCE........................................ 12

PURCHASER................................................. 16

RCRA...................................................... 4

RENT...................................................... 2

REQUIRED REMOVABLES....................................... 10

RULES AND REGULATIONS..................................... 7

SECURITY DEPOSIT.......................................... SCHEDULE

SERVICE OR SERVICES....................................... 6

SUBORDINATION AGREEMENT................................... 22

SUCCESSOR................................................. 16

TAKING.................................................... 15

TANGIBLE NET WORTH........................................ 16

TAXES..................................................... 2

TENANT.................................................... SCHEDULE

TENANT PARTY OR TENANT PARTIES............................ 13

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<S> <C>

TENANT'S PROPERTY......................................... 12

TRANSFER.................................................. 16

UTILITY OR UTILITIES...................................... 6

</TABLE>

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INDUSTRIAL LEASE AGREEMENT

This Industrial Lease Agreement (this "LEASE") is made and entered into as

of ___________________________ , 2003, by and between LANDLORD and TENANT. The

Lease consists of the following Schedule, Terms and Conditions and Exhibit(s)

referenced herein.

SCHEDULE

For purposes of this Lease, the following terms shall have the following

meanings:

"LANDLORD:" Name: Massachusetts Mutual Life Insurance Company

Entity: Corporation

State of Formation: Massachusetts

Address: c/o Cornerstone Real Estate Advisers, Inc.

311 South Wacker Drive, Suite 980

Chicago, Illinois 60606

"TENANT:" Name: Riviera Tool Company (formerly known as Riviera Die

& Tool, Inc.)

Federal Employer Identification No.: 38-2828870

Entity: Corporation

State of Formation: Michigan

Address: 5460 Executive Parkway

Grand Rapids, Michigan 49512

Attention: Chief Executive Officer

"BUILDING:" That certain building shown on the site plan attached hereto

as Exhibit B situated on the parcel of land which is legally

described on Exhibit A attached hereto and commonly known as

5460 Executive Parkway, Grand Rapids, Michigan

"PREMISES:" The entire space located within the Building and containing

approximately 176,607 leaseable square feet

"PROPERTY:" The Building, together with the land upon which the Building

is situated, all easements, licenses and rights-of-way

appurtenant to said land and all personal property, fixtures

and equipment of Landlord which are used in the operation of

the Building and said land

"TERM:" Fifteen (15) years

"BASE RENT:"

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Year Annual Monthly Annual Base Rent Per

of Term Base Rent Base Rent Leaseable Square Foot

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

1 $ 944,847.48 $78,737.29 $5.35

2 967,806.36 80,650.53 $5.48

3 992,531.40 82,710.95 $5.62

4 1,017,256.30 84,771.36 $5.76

5 1,043,747.20 86,978.94 $5.91

6 1,068,472.30 89,039.36 $6.05

7 1,094,963.40 91,246.95 $6.20

8 1,123,220.50 93,601.71 $6.36

</TABLE>

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<TABLE>

9 1,151,477.60 95,956.47 $6.52

10 1,179,734.70 98,311.23 $6.68

11 1,209,757.80 100,813.15 $6.85

12 1,239,781.00 103,315.09 $7.02

13 1,271,570.40 105,964.20 $7.20

14 1,303,359.60 108,613.30 $7.38

15 1,335,148.80 111,262.40 $7.56

</TABLE>

"PERMITTED USE:" Plastic molding, assembling, decorating and tool, die and mold

manufacturing facility and related try out for storage and

distribution of certain automobile components (or other items

consistent with light manufacturing and which are permitted by

applicable zoning codes) and for Tenant's administrative

offices

"SECURITY DEPOSIT:" $78,737.29

"COMMENCEMENT November 1, 2003

DATE:"

"EXPIRATION DATE:" October 31, 2018

"DELIVERY DATE:" The Commencement Date

"DECLARATION:" The Declaration of Covenants, Conditions, Easements and

Restrictions for Meadowbrooke Business Park, and all

amendments thereto from time to time (Tenant acknowledges

receipt of the Declaration as same exists as of the date of

this Lease)

EXHIBITS:

A Legal Description of Property

B Site Plan of Property

C Commencement Date Confirmation

The following Riders are hereby made a part of this Lease:

Extension Option Rider

Existing Lease Rider

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Witnesses (2 required) TENANT:

RIVIERA TOOL COMPANY (formerly known

as Riviera Die & Tool, Inc.), a

Michigan corporation

___________________________________ By:__________________________________

___________________________________ Title:_______________________________

Witnesses (2 required) LANDLORD:

MASSACHUSETTS MUTUAL LIFE INSURANCE

COMPANY, a Massachusetts corporation

By: Cornerstone Real Estate Advisers,

Inc., its agent

___________________________________

By:__________________________________

___________________________________ Title:_______________________________

END OF SCHEDULE

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TERMS AND CONDITIONS

1. LEASE OF PREMISES.

(a) Demise. Subject to the covenants, terms, provisions and

conditions of this Lease, Landlord leases the entire Property to Tenant.

Landlord and Tenant agree that the leaseable area of the Premises described in

the Schedule is correct and shall not be remeasured.

(b) Term. The Term shall commence on the Commencement Date and shall

expire on the Expiration Date, unless terminated earlier as otherwise provided

in this Lease. Within thirty (30) days after Landlord's request, Landlord and

Tenant will execute a Commencement Date Confirmation in the form attached as

Exhibit C, which shall acknowledge the Commencement Date and the Expiration

Date.

the "Existing Lease" (as defined in the Existing Lease Rider). Landlord agrees

to deliver possession of the Premises to Tenant under this Lease on the Delivery

Date.

2. RENT.

(a) Base Rent. Commencing on the Commencement Date, Tenant shall pay

Base Rent in monthly installments in advance on or before the first day of each

month of the Term. As used in this Lease, "RENT" shall mean Base Rent and all

other sums, charges, fees, expenses, costs and additional rent which Tenant is

required to pay under this Lease.

(b) Payment of Rent. The following provisions shall govern the

payment of Rent: (i) Tenant shall pay Rent to Landlord at Landlord's address

described in the Schedule, or to such other party or to such other address in

the United States as Landlord may hereafter designate by written notice to

Tenant; (ii) if the Term ends on a day other than the last day of a calendar

month, then Base Rent for the month in which the Term so ends shall be prorated

based upon the ratio that the number of days in such month which fall within the

Term bears to the total number of days in such month; (iii) all Rent shall be

paid to Landlord without demand, offset or deduction, and the covenant to pay

Rent shall be independent of every other covenant in this Lease; (iv) any Rent

payment owing by Tenant to Landlord which is not paid when due shall bear

interest from the date due until the date paid at a rate (the "DEFAULT RATE")

equal to four percent (4%) plus the corporate base rate (the "PRIME RATE") of

interest announced from time to time by Bank One at its Chicago, Illinois

office, but in no event higher than the maximum rate permitted by applicable

Law; (v) Tenant shall pay Landlord a late charge for any Rent payment which is

paid more than five (5) days after its due date equal to Seven Hundred Fifty

Dollars ($750.00); (vi) each amount owed to Landlord under this Lease for which

the date of payment is not expressly fixed shall be due on the same date as the

Rent listed on the statement showing such amount is due; and (viii) Landlord

shall have the right to apply payments received from Tenant pursuant to this

Lease (regardless of Tenant's designation of any contrary application) to

satisfy any obligations of Tenant hereunder, in such order and amounts as

Landlord in its sole discretion may elect.

absolutely net to the Landlord so that this Lease shall yield, net, to Landlord,

the specified annual Base Rent in each specified period during the Term, and

each and every item of taxes and other expenses of every kind and nature

whatsoever, the payment of which Landlord is, shall, or may become liable for by

reason of its estate or interest in the Property or of any rights or interest of

Landlord in or under this Lease or by reason or in any manner connected with or

arising from the ownership, leasing, operation, management, maintenance, repair,

rebuilding, remodeling, renovation, uses or occupancy of the Property shall be

borne by Tenant, all as otherwise provided herein (specifically, without

limitation, Sections 4, 6, 7, 9, 11 and 12).

(d) Rent Absolute. Any damage or destruction to all or any portion

of the buildings, structures and fixtures comprising the Property, by fire, the

elements, or any other cause whatsoever, whether with or without fault on the

part of any Tenant Party, shall not, terminate this Lease or entitle Tenant to

surrender the Property or entitle Tenant to any abatement of or reduction in the

Rent payable, or otherwise affect the respective obligations of the parties

hereto. If the use of the Property for any purpose should, at any time during

the Term, be prohibited by Law or prevented by injunction, this Lease shall not

be thereby terminated, nor shall Tenant be entitled by reason thereof to

surrender the Property, or to any abatement or reduction in Rent, nor shall the

respective

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obligations of the parties hereto be otherwise affected unless such eviction is

due to the act of Landlord or any person or persons claiming any interest in the

Property by or under Landlord.

3. USE.

(a) Limitation on Use. The Property shall be used and occupied

solely for the Permitted Use. Tenant shall not cause or permit the Property to

be used in any way which (i) constitutes a violation of federal, state or local

law, statute, ordinance, code, rule, order, decree or certificate of occupancy

(individually, a "LAW" and collectively, the "LAWS"), or (ii) overload the

structural limitations of the Property, or (iii) constitutes a nuisance or

waste, or (iv) constitutes a violation of the Declaration. Tenant shall not use

or install any of Tenant's Property in or to the Premises which would exceed the

legal live load per square foot designated by the structural engineers for the

Building (and Tenant shall ascertain from Landlord such legal live load prior to

installing Tenant's Property).

(b) Quiet Enjoyment. As long as no Default exists, Tenant shall

peacefully and quietly have and enjoy the Property for the Term, free from

interference by Landlord, subject, however, to the provisions of this Lease. The

loss or reduction of Tenant's light, air or view will not be deemed a

disturbance of Tenant's occupancy of the Property nor will it affect Tenant's

obligations under this Lease or create any liability of Landlord to Tenant.

Landlord represents and warrants to Tenant that as of the date of this Lease,

Landlord owns fee title to the Property with full power and authority to enter

into and deliver possession of the Property to Tenant under this Lease.

4. ENVIRONMENTAL MATTERS.

(a) Tenant's Representations, Warranties and Covenants. Tenant

represents, warrants and covenants to and with Landlord that:

(i) Tenant has the full right, power, and authority to carry

out its environmental obligations hereunder.

(ii) Tenant is financially capable of performing and

satisfying its environmental obligations hereunder.

(iii) To the knowledge of Tenant, Tenant is not now, and never

has been, in violation in any material respect of any applicable

Environmental Law, including, but not limited to, any Environmental Law

relating to the generation, handling, usage, transportation, treatment,

storage, or disposal of Hazardous Materials, nor is it subject to any

threatened, existing, or pending action by any governmental authority in

connection therewith.

(iv) Tenant's generation, handling, usage, transportation,

treatment, storage, or disposal of Hazardous Materials at the Property

will (A) at all times comply in all material respects with applicable

Environmental Laws, and (B) not cause or allow any Environmental Condition

to occur or exist.

(v) Tenant, at its expense, shall comply in all material

respects with each Environmental Law pertaining to the Property or

Tenant's use of the Property, and with all lawful directions, regardless

of when they become effective, of all public officers issued pursuant to

any Environmental Law, which shall impose any duty upon the owner or

operator with respect to the use or occupancy of the Property.

(vi) Tenant will not install, use or operate any underground

storage tank at the Property without the express written permission of

Landlord, which permission may be withheld in Landlord's sole and

arbitrary discretion.

(b) Notice. Tenant shall give prompt written notice to Landlord of

(i) any proceeding or inquiry by any governmental authority with respect to the

presence of any Hazardous Materials at the Property or the migration thereof

from or to other areas, (ii) all claims and potential claims made, inquired

about, or threatened by any third party against Tenant or the Property relating

to any loss or injury resulting from any Hazardous Materials, and (iii) Tenant's

discovery of any occurrence or condition on any property adjoining or in the

vicinity of the Property

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that could cause the Property or any part thereof to be subject to any

restrictions on the ownership, occupancy, transferability or use of the Property

under any Environmental Law.

reasonably approved by Landlord, all actions against any Landlord Party with

respect to, and pay, protect, indemnify, and hold harmless, to the extent

permitted by Law, the Landlord Parties from and against any and all

Environmental Costs of any nature arising out of, or claimed to be arising out

of, any Environmental Conditions caused by Tenant's use or occupancy of the

Property or by the acts or omissions of any Tenant Party. This indemnification

shall include without limitation Environmental Costs arising out of any

violations of Environmental Laws, regardless of any real or alleged fault,

negligence, willful misconduct, gross negligence, breach of warranty, or strict

liability on the part of any Tenant Party. The foregoing indemnity shall survive

the end of the Term for the maximum period allowed by Law.

(d) Disclosure. Tenant shall provide Landlord a copy of every

document Tenant makes available to any governmental authority or to any person

under any Environmental Law regarding the Property.

(e) Inspection. Landlord shall have the right, but not the duty, to

inspect the Property at any time to determine whether Tenant is complying with

the terms of this Section 4. If Tenant is not in compliance, then Landlord shall

have the right to immediately enter upon the Property to remedy, at Tenant's

expense, any Environmental Conditions caused by Tenant's failure to comply,

notwithstanding any other provision of this Lease to the contrary. Such

remediation measures shall be done in accordance with the reasonable

recommendations of Landlord's geotechnical engineers and/or consultants, and/or

the lawful requirements of any governmental authority having jurisdiction over

such matters. Tenant shall pay to Landlord, as additional rent, all reasonable

and necessary Environmental Costs incurred by Landlord in performing any such

remediation measures within sixty (60) days after Landlord's written request

therefore. Landlord shall use reasonable efforts to minimize interference with

Tenant's business operations, but Landlord shall not be liable for any necessary

interference caused thereby.

(f) Definitions. For purposes of this Lease, the following terms

shall have the following meanings.

(i) "ENVIRONMENTAL LAW OR LAWS" shall mean any and all

federal, state or local laws, regulations, ordinances, rules, orders,

directions, requirements or court decrees pertaining to health, industrial

hygiene, or the environmental conditions on, under or about the Premises,

including, without limitation, the Resource Conservation and Recovery Act,

as amended (42 U.S.C. Section 6901, et seq.), and regulations promulgated

thereunder ("RCRA"); the Comprehensive Environmental Response,

Compensation, and Liability Act, as amended (42 U.S.C. Section 9601, et

seq.), and regulations promulgated thereunder ("CERCLA"), the Hazardous

Materials Transportation Act, as amended (49 U.S.C. Section 1801, et seq),

and regulations promulgated thereunder; the Toxic Substances Control Act,

as amended (15 U.S.C. Section 2601, et seq.), and regulations promulgated

thereunder; the Federal Insecticide, Fungicide and Rodenticide Act, as

amended (7 U.S.C. Section 136, et seq.), and regulations promulgated

thereunder; the Federal Water Pollution Control Act (the Clean Water Act),

as amended (33 U.S.C. Section 1251, et seq.), and regulations promulgated

thereunder; the Safe Drinking Water Act, as amended (42 U.S.C. Section

300f et seq.), and regulations promulgated thereunder; the Clean Air Act,

as amended (42 U.S.C. Section 7401 et seq.), and regulations promulgated

thereunder; and all parallel, similar or relevant Laws.

(ii) "HAZARDOUS MATERIALS" shall mean any (A) hazardous waste

as defined in RCRA, (B) hazardous substance as defined in CERCLA; (C)

petroleum or liquid petroleum or wastes; and (D) any other toxic or

hazardous substances that may be regulated from time to time by applicable

Environmental Laws.

(iii) "ENVIRONMENTAL CONDITIONS" shall mean any spilling,

leaking, pumping, pouring, emitting, emptying, discharging, injecting,

escaping, leaching, dumping, or disposing of Hazardous Materials other

than in compliance with applicable Environmental Laws. The term

"Environmental Conditions" includes, but is not limited to, the presence

of Hazardous Materials attributable to the operation of any underground or

above-ground storage tanks, oil/water separators, or in-ground hydraulic

lifts or hoists, and associated equipment.

(iv) "ENVIRONMENTAL COSTS" shall mean any and all judgments,

damages, penalties, fines, costs, liabilities, obligations, losses, or

expenses of whatever kind and nature (including, without

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limitation, diminution in value of the Property, damages for the loss or

restriction on use of leaseable space, damages arising from any adverse

impact on marketing of space, reasonable sums paid in settlement of

claims, and reasonable attorney, consultant and expert fees), arising from

or incurred in connection with Environmental Conditions, including, but

not limited to, those relating to the presence, investigation, or

remediation of Hazardous Materials.

5. CONDITION OF PREMISES. No agreement of Landlord to alter, remodel,

decorate, clean or improve the Property or to demolish and/or remove any

improvements, equipment or property located at the Property (or to provide

Tenant with any credit or allowance for any of the foregoing), and no

representation regarding the condition of the Property have been made by or on

behalf of Landlord or relied upon by Tenant, it being agreed that Tenant shall

accept the Property in an "as-is" "where-is" condition and configuration on the

Delivery Date. Tenant, at its expense, shall (a) obtain any and all certificates

of occupancy, special use permits, business licenses and other permits and

licenses which may be required by applicable Law for Tenant's use and occupancy

of the Property, and (b) make any and all improvements, alterations and

additions to the Property which may be required to obtain such certificates,

permits and licenses. The failure of Tenant to obtain any such certificate,

permit or license shall not be a condition precedent to Tenant's obligation to

pay Rent or to perform any of its other obligations hereunder or affect the

validity of this Lease.

6. UTILITIES AND SERVICES.

(a) Tenant's Utilities and Services. Tenant shall contract in its

own name and timely pay all charges for all (i) utilities including, but not

limited to, gas, electricity, water, fuel, and sewer (individually, a "UTILITY"

and collectively the "UTILITIES"); and (ii) services including, but not limited

to, telephone, security, alarm, janitorial, trash and debris removal, ice and

snow removal and pest control (individually, a "SERVICE" and collectively the

"SERVICES") used in, servicing or assessed against the Property.

(b) Interruptions in Utilities or Services. Tenant agrees that

Landlord shall not be liable for damages for any failure or interruption in

furnishing any Utility or Service nor shall any such failure or interruption be

considered to be an eviction or disturbance of Tenant's use of the Premises, or

relieve Tenant from its obligation to pay any Rent when due or from any other

obligations of Tenant under this Lease.

7. TAXES AND ASSESSMENTS.

(a) Taxes and Assessments. Tenant agrees to pay not later than the

due date thereof, as additional rent for the Property, all taxes and

assessments, general and special, water and sewer rents, rates and charges,

excises, levies, license and permit fees, fines, penalties and other

governmental charges and any interest or costs with respect thereto, utilities

and all other impositions, ordinary and extraordinary, of every kind and nature

whatsoever, which at anytime during the Term may be levied, assessed, imposed,

confirmed or grow or become due and payable out of, or in respect of, or charged

with respect to, or become a lien on the Property or any part thereof. If, by

Law, any assessment may, at the option of the taxpayer, be paid in installments,

Tenant may exercise the option to pay the same in such installments, provided

that Tenant shall not be responsible for the payment of any such installment

which may be due after the Expiration Date. In the event that any such

assessment (other than an assessment for ad valorem real estate taxes) is

attributed to Tenant's acts or improvements, any such assessments which are to

become due and payable after the Expiration Date shall be deposited with

Landlord for such payment on the Expiration Date. Tenant shall, in addition to

the foregoing, pay any new tax of a type or a nature not presently in effect but

which may hereafter be levied, assessed or imposed upon Landlord or upon the

Property, if such tax shall be based upon or arise out of the ownership, use or

operation of the Property; provided, however, that for the purpose of computing

Tenant's liability for such new type of tax, the Property shall be deemed the

only property of the Landlord.

(b) Excluded Taxes. Nothing contained herein shall be construed to

require Tenant to pay any intangible, single business or other business

activities, franchise, inheritance, estate, succession or transfer tax of

Landlord or any income or excess profits tax assessed upon or in respect of any

income of Landlord or chargeable to or required to be paid by Landlord, unless

such tax shall be specifically levied against the gross rental income of

Landlord derived hereunder, in which case, Tenant shall pay such tax, or any tax

which shall be specifically levied as a substitute for the real estate taxes, in

whole or in part, upon the Property or the improvements comprising same.

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duplicate receipts or photo static copies thereof showing the payment of all

said taxes, assessments, and other impositions, within thirty (30) days after

the respective payments evidenced thereby, but no later than twenty (20) days

after the due date thereof.

(d) Landlord's Payment Right. Landlord shall, at its option, have

the right at all times during the Term to pay any such taxes, assessments or

other charges or impositions not paid by Tenant, when due, and the amounts so

paid, including penalties and reasonable expenses, shall be so much additional

rent due at the next rent day after any such payments, with interest at the

Default Rate from the date of payment thereof.

(e) Tax Contests. Tenant shall not be required to pay any tax,

assessment, tax lien or other imposition or charge upon or against the Property

or any part thereof or the improvements at any time comprising same so long as

Tenant shall, in good faith and with due diligence, contest the same or the

validity thereof by appropriate legal proceedings which shall have the effect of

preventing the collection of the tax, assessment, tax lien or other imposition

or charge so contested; provided that on or before the due date of any such tax,

assessment, tax lien other imposition or charge, Tenant shall give Landlord such

security as may be reasonably demanded by Landlord to insure payment of the

amount of the tax, assessment, tax lien or other imposition or charge, and all

interest and penalties thereon.

(f) Tax Suits. In the event that Tenant at any time institutes suit

to recover any tax, assessment, tax lien or other imposition or charge paid by

Tenant under protest in Landlord's name, Tenant shall have the right, at its

sole expense, to institute and prosecute such suit or suits in Landlord's name,

in which event Tenant covenants and agrees to indemnify Landlord and save it

harmless from and against all costs, charges or liabilities in connection with

any such suit. All funds received as a result of any such suit shall belong to

Tenant.

(g) Tax Escrow. During any period (the "Tax Escrow Period")

commencing on the occurrence of any monetary Default by Tenant under this Lease,

and expiring on the last day of the first twenty-four (24) full calendar month

period following the cure of such monetary Default by Tenant and during which no

subsequent monetary Default by Tenant occurs, Landlord, at its option, may

require Tenant to escrow taxes and assessments for the Property with Landlord

during the Tax Escrow Period, in which event Tenant agrees to deposit with

Landlord on or before the first day of each month of the Tax Escrow Period,

one-twelfth (l/12th) of the most recent annual taxes and assessments for the

Property, and in such event, Landlord shall pay or cause to be paid such taxes

and assessments (but Tenant shall remain obligated to make up any shortfall or

deficiency in said escrow from time to time within ten (10) days after written

request from Landlord), and (ii) Tenant's deposits of such amounts with Landlord

shall constitute Tenant's payment of the amounts required under Section 7(a)

above.

8. RIGHTS RESERVED TO LANDLORD. Landlord reserves the following rights,

each of which Landlord may exercise without notice to Tenant and without

liability to Tenant, and the exercise of any such rights shall not be deemed to

constitute an eviction or disturbance of Tenant's use or possession of the

Premises and shall not give rise to any claim for set-off, deduction, or

abatement of Rent or any other claim: (a) to change the name or street address

of the Property; (b) to install, affix and maintain signs (including, but only

during the last twenty-four (24) months of the Term, "For Lease" or "For Sale"

signs) on the Property; (c) intentionally deleted; (d) to show the Property at

reasonable times, (e) to inspect the Property at reasonable times and, if

vacated or abandoned, to prepare the Property for reoccupancy; and (f) to take

any other action which is reasonable in connection with the operation,

maintenance or preservation of the Property.

9. MAINTENANCE OF PROPERTY.

(a) Maintenance and Repairs by Tenant. Tenant shall maintain the

Property and all buildings, structures, facilities, improvements and

appurtenances now or hereafter comprising same in good order and repair, both

inside and outside, structurally and nonstructurally, and keep the same and all

parts thereof, including, without limiting the generality of the foregoing,

foundations, walls, floors, roof, sidewalks, curbs, water and sewer connections,

windows and other glass, plumbing, water, gas and electric fixtures, pipes,

wires and conduits, heating, cooling and electrical and plumbing systems,

elevators, boilers, machinery, fixtures, equipment, furnishings, facilities,

appliances, roadways, walkways, parking areas and landscaping in, on or

connected with the Property, in good, clean, healthful, and safe order and

condition, all in accordance with applicable Laws and the direction of proper

public officers and the terms of the Declaration, suffering no waste or injury,

and shall, at Tenant's sole expense, promptly make or cause to be made all

needed repairs, replacements, renewals and additions, structural or otherwise,

whether ordinary or extraordinary, foreseen or unforeseen, in and to any of the

foregoing, all as may be

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necessary to maintain the condition of the Property throughout the Term and all

in accordance with Sections 10, 11 and 17. All such repairs, replacements,

renewals and additions shall be of good quality and sufficient for the proper

maintenance and operation of the Property and any buildings, structures,

facilities, furnishings, equipment, fixtures, improvements and appurtenances now

or hereafter comprising same and shall be constructed and installed in

compliance with all requirements of all governmental authorities having

jurisdiction thereof and of the appropriate Board of Fire Underwriters or any

successor thereof. Tenant shall not permit anything to be done upon the Property

which would invalidate or prevent the procurement of any insurance policies

which may at any time be required pursuant to the provisions of this Lease.

(b) Maintenance by Landlord on Tenant's Default. If Tenant refuses

or neglects to make any repairs as required hereunder to the reasonable

satisfaction of Landlord, Landlord, within seven (7) days after written demand,

may make such repairs without liability to Tenant for any loss or damage that

may accrue to Tenant's Property or to Tenant's business by reason thereof, and

upon completion thereof, Tenant shall pay Landlord's costs for making such

repairs plus ten percent (10%) of such costs for overhead upon presentation of a

bill therefor, as additional rent.

10. ALTERATIONS.

(a) Requirements. Tenant shall not make any opening in the roof or

exterior walls of the Building or any other alteration, improvement or addition

to or removal from the Property (individually, an "ALTERATION" and collectively

the "ALTERATIONS") without the prior written consent of Landlord in each such

instance, which consent shall not be unreasonably withheld. In the event Tenant

proposes to make any Alteration, Tenant shall, prior to commencing such

Alteration, submit to Landlord for prior written approval (i) detailed plans and

specifications reasonably acceptable to Landlord (and Tenant shall thereafter

submit to Landlord for approval any and all proposed changes to such plans and

specifications); (ii) names and addresses of all contractors reasonably

acceptable to Landlord and copies of all contracts with said contractors; (iii)

a detailed cost estimate, certified by the architect who prepared the plans and

specifications; (iv) all necessary permits evidencing compliance with all

applicable governmental rules, regulations and requirements; (v) certificates of

insurance in form and amounts reasonably required by Landlord, naming the

Landlord Parties as additional insureds; and (vi) all other documents and

information as Landlord may reasonably request in connection with such

Alteration. Notwithstanding the foregoing to the contrary, Landlord's consent

shall not be required for any Alteration that (i) satisfies all of the following

criteria: (A) will not affect the HVAC, electrical, lighting, plumbing, fire

protection, security and structural units, systems and equipment of the

Building; (B) does not require openings on the roof or exterior walls of the

Building; and (C) does not exceed Five Thousand Dollars ($5,000.00) in the

aggregate in any twelve (12) month period, or (ii) satisfies all of the

following criteria ("COSMETIC WORK"): (A) is of a cosmetic nature such as

painting, wallpapering, and carpet installation; (B) will not affect the HVAC,

electrical, lighting, plumbing, fire protection, security and structural units,

systems and equipment of the Building; and (C) does not require work to be

performed inside the walls or above the ceiling of the Premises; provided,

however, that the performance of Cosmetic Work shall remain subject to all of

the other provisions of this Section 10. Tenant shall pay the entire cost of any

Alteration and, if requested by Landlord, shall deposit with Landlord prior to

the commencement of any Alteration, security for the payment and completion of

such Alteration in form and amount required by Landlord. Provided that the

Alteration is not Cosmetic Work, Tenant shall pay to Landlord within thirty (30)

days after billing an amount equal to the sum of (i) Landlord's actual and

reasonable out-of-pocket costs and expenses paid to third parties for the review

of Tenant's plans and specifications for such Alteration, plus (ii) Five Hundred

Dollars ($500.00). Landlord's approval of any Alteration shall not constitute a

representation by Landlord that such Alteration complies with applicable Laws

and insurance company requirements or will be adequate for Tenant's use. All

Alterations (i) shall be performed in a good and workmanlike manner, in

accordance with the plans and specifications approved by Landlord, (ii) shall be

performed at times and in accordance with rules, regulations and procedures

reasonably established by Landlord (other than the imposition of the condition

of use of union labor), (iii) shall meet or exceed the standards for

construction and quality of materials established by Landlord for the Building,

and (iv) shall be performed in compliance with all applicable Laws and insurance

company requirements. Upon completion of any Alteration, Tenant shall deliver to

Landlord (i) all contractor's and subcontractor's affidavits and full and final

waivers of lien for all labor, services or materials, and (ii) "as-built" plans

of such Alteration.

(b) Ownership. Each Alteration, whether temporary or permanent in

character, made by Landlord or Tenant in and upon the Property (excepting only

Tenant's Property) including, without limitation, any alteration, addition or

improvement to the Building or the Property made by Tenant under the Existing

Lease, shall become Landlord's property and shall remain upon the Premises at

the expiration or termination of this Lease without

177305.3 050137-31403

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