235 GREAT POND LEASE AGREEMENT

Exhibit 10.3

235 GREAT POND LEASE AGREEMENT

THIS 235 GREAT POND LEASE (the “235 Great Pond Lease”) made as of this 19 day of June, 2008, by and between 235 GREAT POND, LLC, whose address is 750 Trade Centre Way, Suite 100, Portage, MI 49002, SMITH CT 7, LLC, whose address is 108 South University, Mt. Pleasant, Michigan 48858, and SMITH CT 8, LLC, whose address is 108 South University, Mt. Pleasant, Michigan 48858, hereinafter collectively referred to as “Landlord,” and VALASSIS DIRECT MAIL, INC., a Delaware Corporation, whose address is 19925 Victor Parkway, Livonia, MI 48152, referred to as “Tenant.”

WITNESSETH:

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that certain real property located in the City of Windsor and Bloomfield, State of Connecticut, commonly known as 235 Great Pond Drive, Windsor Connecticut, 06095, and more particularly described and shown on the survey and legal description of the Premises on Exhibit “A” attached as well as all appurtenances, improvements, easements, and rights-of-way thereunto pertaining (“Premises”). Tenant shall use and occupy the Premises as a professional office, data and distribution center building only and for no other uses. The building located on the Premises is agreed to consist of the physical fitness/day care facility and light industrial / distribution building apprising approximately a total of 171,072 square feet of space. As of the date written above, Tenant hereby accepts the Premises in it’s “as is, where is” condition without representation or warranty as to their condition or fitness for any particular purpose from Landlord. Tenant further acknowledges that Tenant owned and occupied the Premises prior to the date of this 235 Great Pond Lease and sold the Premises to Landlord as of the date of this 235 Great Pond Lease.

In order for the Premises to be useful to Tenant and marketable in the future for Landlord, Landlord and Tenant agree that Landlord shall pay an improvement allowance to Tenant in order for Tenant to construct a buildout at the Premises pursuant to the plans and specifications set forth in Exhibit B attached hereto. Thus, Landlord and Tenant acknowledge and agree that Tenant shall be provided an Improvement Allowance in the amount of approximately One-Million and Six-Hundred and Fifty-Three Thousand Dollars ($1,680,000.00) for the work described in accordance with Exhibit B (the “Tenant Improvements”). No Material Deviations from Exhibit B shall be made by Tenant without Landlord’s prior written consent, which shall not be unreasonably withheld. “Material deviations” shall be defined as an increase or decrease of $100,000 or more at the Premises, it being agreed that the total Tenant Improvement Allowance for the Premises and 1 Targeting Centre leased to Tenant under a separate lease shall not exceed $2,000,000. Approval of the plans and specifications by

Landlord shall not constitute the assumption of and responsibility by Landlord for their accuracy or sufficiency, and Tenant shall be solely responsible for such items. Tenant shall be responsible for any and all costs and expenses which exceed the Improvement Allowance. Any portion of the total Improvement Allowance shall be paid to Tenant or to Tenant’s general contractor, Barton Malow Company, within 30 days following receipt by Landlord of (1) invoices; (2) an AIA sworn statement from the general contractor, (3) an affidavit from the Tenant that the payments from the prior disbursement request have been made in full; (4) Landlord lender approval and submittal by Tenant of lender-requested mechanics or materialmen lien waivers or their functional equivalents under applicable Connecticut’s materialmen lien laws; and (5) and the certification of Tenant and its architect that the Tenant Improvements have been made in accordance with applicable laws, codes and ordinances. The Improvement Allowance shall be disbursed in the amount reflected on the invoices meeting the requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Improvement Allowance during the continuance of an uncured default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. The final 7  ¹ / 2 % of the Improvement Allowance shall be withheld by Landlord and disbursed upon receipt of the final sworn statement. Immediately after the final payment is made, Tenant shall provide Landlord with confirmation of full payment from all contractors, subcontractors, and vendors who performed work to the Premises desired by Tenant.

Tenant shall pay Landlord rent in accordance with the rent schedule attached and incorporated hereto as Exhibit C. The rent shall be payable in advance in semi-annual installments, with said installment payments being made to Landlord’s management company, SIRO II Management, LLC whose notice address is 750 Trade Centre Way, Suite 100, Kalamazoo, MI 49002. The first payment of rent in accordance with Exhibit C shall be due on the commencement date of Tenant’s right to possession as set forth in Article 4 hereof. Future payments shall be due in advance of the first day of every six (6) months thereafter. If the commencement date of this 235 Great Pond Lease shall fall on a day other than the first day of a calendar month, then additional rental of an amount calculated by prorating the semi-annual payment set forth above shall be paid by Tenant to Landlord for the month in which said commencement date shall occur.

A. TERM OF RIGHT OF POSSESSION . The commencement of Tenant’s right to possess and use the Premises shall be the date first written above. The term of Tenant’s right to possession shall be one-hundred and eighty three (183) months. If the commencement date is the first day of a calendar month, the 183-month term shall begin to run from that date. If the commencement date is other than the first day of a month, the 183-month term shall commence on the first day of the following month.

B. TERM OF OBLIGATIONS . Notwithstanding the term of Tenant’s right to possession, all of the provisions of this 235 Great Pond Lease Agreement are binding on the parties from the date this 235 Great Pond Lease is executed.

A. Tenant covenants and agrees to be responsible for all maintenance repair and upkeep of the Premises during the term of Tenant’s right to possession. Tenant’s maintenance repair and upkeep of the Premises shall be done consistent with and in accordance to industry standards for a class A facility. The Premises includes, but is not limited to, all portions of the Premises depicted on Exhibit A, and all parking areas shown on Exhibit A, the landscaping, the buildings, improvements, foundations, exterior and interior walls, windows, doors, floors, ceilings, downspouts, gutters, roof, skylights, plumbing and sewerage facilities, air-condition system, heating system, electrical facilities and equipment, glazing, lighting fixtures and all other figures, equipment and appliances of every kind and nature. Tenant agrees that Landlord shall not be called upon or obligated to make any repairs, replacements, rebuildings, restorations, improvements, alterations, remodeling or additions whatsoever in or about the Premises.

B. Tenant shall be responsible for all janitorial service on the Premises during the term hereof.

C. Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld, make alterations, improvements or additions to the Premises and to the building and improvements thereon.

D. In a situation involving a need to repair, replace, or restore any portion of the Premises, and which is not covered by the provisions of “Eminent Domain” or “Damage and Destruction,” Tenant may, claim the benefit of any property damage insurance which may be payable to Landlord by reason of the loss or casualty giving rise to such need. However, the benefits of such property damage insurance may be claimed only for the purpose of and to the extent necessary to replace, repair or restore the damaged or condemned portion of the Premises.

If at any time any bankruptcy or reorganization proceeding is instituted by or against Tenant either in the State or Federal Courts, or if a receiver is appointed under Chapters X or ZI of the Bankruptcy Act, for its business or property on the Premises, Landlord shall have the option, to be exercised by written notice given to Tenant, to declare this 235 Great Pond Lease terminated at any time after the expiration of twenty (20) days following the commencement of such proceeding unless the proceeding is dismissed and unless all payments of rent and other payments required by this 235 Great Pond Lease to be made by Tenant to Landlord are paid promptly during said period of twenty (20) days. Landlord shall under no circumstances be required to permit a receiver to retain possession of said Premises, and Landlord need not lease said Premises to such receivers, but Landlord shall be entitled to immediate possession of said Premises. Any repossession or termination hereunder shall not operate in any way to prejudice

or affect the right of Landlord for recovery of rent or other charges theretofore accrued, thereafter accruing or to any other damages, nor shall any such termination or repossession ever be construed as a waiver of or an election not to claim future damages on account of such breach, but all such damages, including all future rentals, shall be fully recoverable by Landlord.

The Tenant, upon paying the rent herein provided and performing all and singular the covenants and conditions of this 235 Great Pond Lease on its part to be performed, shall and may peaceably and quietly have, hold and enjoy the Premises during the term hereof, and Landlord warrants that Landlord has full right and sufficient title to lease the Premises for the term herein provided, and agrees to indemnify Tenant for and against any and all loss and damage that may result to Tenant on account of any failure of, or defect in, Landlord’s title or right to make and execute this 235 Great Pond Lease.

Should either party hereto institute any action or proceeding in court to enforce any provision hereof or for damages by reason of any alleged breach of any provision of this 235 Great Pond Lease or for a declaration of such party’s rights or obligations hereunder, or for any other judicial remedy, the prevailing party shall be entitled to receive from the losing party such amount as the court may adjudge to be reasonable attorney’s fees for the services rendered to the party finally prevailing in such action or proceeding.

Tenant shall keep the Premises free of construction liens and other liens of like nature other than liens created or claimed by reason of any work done by or at the instance of Landlord. Tenant agrees to protect and indemnify Landlord against all such liens, or claims which may ripen into such liens, and against all attorney’s fees and other costs and expenses arising from any such claim or lien. If Tenant fails to fully discharge any such lien or claim, or provide a bond for the same, the Landlord, at its option, may pay the same or any part thereof, and shall be the sole judge of the legality of such lien or claim. Tenant shall repay Landlord all amounts so paid by Landlord, together with interest thereon at the maximum rate allowable by law from the time of payment by Landlord until repayment by Tenant.

Tenant shall, from the date of this 235 Great Pond Lease, and at its own expense, insure that the Premises conforms to and complies with all laws, ordinances, and regulations (including the Americans with Disabilities Act) now in force or that are enacted hereafter affecting the use or occupancy of all or any part of the Premises. Tenant indemnifies Landlord against and agrees to save Landlord harmless from all expenses imposed or incurred for or because of any violation by Tenant or anyone claiming under Tenant of any law, ordinance, or regulation occasioned by the neglect or omission, or willful act of Tenant or any person on the Premises by permission or holding under Tenant unless such violation results solely from an act or omission on the part of Landlord and/or agents, servants or employees of Landlord.

Tenant acknowledges that Tenant has had the opportunity to review the commitment for the owner’s policy of title insurance provided to Landlord from Pinnacle Title Agency. Tenant reviewed all of the matters of record reflected in such commitment and agrees to insure that the Premises shall at all times comply with those matters of record affecting the Premises from the date of this Agreement until the expiration of this Agreement. Tenant shall indemnify and hold Landlord harmless from all expenses and costs incurred by Landlord as a result of any of the matters of record affecting the Premises.

Tenant acknowledges that Tenant has reviewed a survey of the Premises prepared by Landlord’s surveyor. Tenant has expressly approved such survey and hereby accepts the Premises in accordance with and subject to all matters set forth on the survey. Tenant understands that Tenant shall not be released from any of its obligations under this Agreement due to error(s) on the survey, or any matters shown on the survey.

Tenant agrees to pay all charges when due for water, gas, electricity, or other utilities incurred by it in connection with the Premises.

From the date of this Agreement until the expiration of the Term and any renewals thereof, Tenant shall pay all real property taxes and assessments which may be levied upon or assessed against those lands comprising the Premises. Tenant shall also pay all taxes or assessments levied upon or assessed against the improvements situated within the Premises and all taxes levied upon or assessed against any personal property situated within the Premises. Tenant understands that Landlord shall not be required to pay any taxes or assessments whatsoever which may be or become a lien upon the lands, improvements and personal property. Any taxes or assessments which may be levied or assessed for a period beginning before the commencement of this 235 Great Pond Lease or ending after the termination hereof shall be paid by Tenant. Upon expiration of this Lease, the Landlord shall rebate to the Tenant any prepaid taxes or assessments covering any period of time after expiration. Tenant shall not be obligated to pay any income tax or other tax, assessment or charge which may be levied or become due by reason of the rents and profits received by Landlord as a result of this 235 Great Pond Lease.

A. Tenant agrees within ten (10) days after request therefor by Landlord to execute in recordable form and deliver to Landlord a statement, in writing, certifying (a) that this 235 Great Pond Lease is in full force and effect, (b) the date of commencement of the term of this 235 Great Pond Lease, (c) that rent is paid currently without any off-set or defense thereto, (d) all Improvement Allowance amounts have been received or waived; (e) the amount of rent, if any, paid in advance, (f) that there are no uncured defaults by Landlord or stating those claimed by Tenant, and (g) such other information as Landlord may reasonably request; provided that, in fact, such facts are accurate and ascertainable.

B. Tenant shall, in the event any proceedings are brought for the foreclosure of or in the event of exercise of the power of sale under any mortgage made by Landlord covering the Premises, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this 235 Great Pond Lease.

C. Tenant agrees that this 235 Great Pond Lease shall be subordinate to any first mortgages or deeds of trust that may hereafter be placed upon the Premises and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the mortgagee or trustee named in said mortgages or trust deeds shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any mortgagee or trustee may elect to have this 235 Great Pond Lease designated as a prior lien to its mortgage or deed of trust, and in the event of such election and upon notification by such mortgagee or trustee to Tenant to that effect, this 235 Great Pond Lease shall be deemed prior in lien to said mortgage or deed of trust, whether this 235 Great Pond Lease is dated prior to or subsequent to the date of said mortgage or deed of trust. Tenant agrees, that upon the request of Landlord, any mortgagee or any trustee, it shall execute whatever instruments may be required to carry out the intent of this Section.

D. Failure of Tenant to execute any of the above instruments within fifteen (15) days upon written request so to do by Landlord, shall constitute a breach of this 235 Great Pond Lease and Landlord may, at its option, cancel this 235 Great Pond Lease and terminate Tenant’s interest herein. Further, Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such instruments.

E. If Landlord’s mortgagee will approve this 235 Great Pond Lease, only upon the basis of reasonable modification of the terms and provisions of this 235 Great Pond Lease, other than those provisions relating to the size and location of the Premises, the amount of rent and charges payable hereunder and the use for which Tenant is permitted to operate the Premises, Landlord shall have the right to cancel this 235 Great Pond Lease if Tenant refuses to approve in writing any such reasonable modifications within thirty (30) days after Landlord’s request therefor, which request may not be made later than forty-five (45) days after the delivery of possession of the Premises to Tenant. If such right to cancel is exercised, this 235 Great Pond Lease shall thereafter be null and void, and neither party shall have any liability to the other by reason of such cancellation.

Tenant shall, from the date this 235 Great Pond Lease is executed, keep in force and effect a polic