LEASE AGREEMENT

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EXHIBIT 10.2

LEASE AGREEMENT

LANDLORD: GSI LUMONICS CORPORATION

TENANT: SEWS-DTC, INC.

LOCATION: 22300 HAGGERTY ROAD,

FARMINGTON HILLS, MICHIGAN

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TABLE OF CONTENTS

<TABLE>

<S> <C>

ARTICLE I - GRANT AND TERM ................................... 3

ARTICLE II - RENT ............................................ 4

ARTICLE III - CONDUCT OF BUSINESS BY TENANT .................. 6

ARTICLE IV - TENANT'S WORK; CONSTRUCTION, MAINTENANCE, AND

ALTERATIONS BY TENANT ..................................... 6

ARTICLE V - INSURANCE AND INDEMNIFICATION .................... 14

ARTICLE VI - UTILITY CHARGES ................................. 17

ARTICLE VII - ASSIGNMENT AND TRANSFER ........................ 17

ARTICLE VIII - OFFSET STATEMENT, ATTORNMENT AND

SUBORDINATION ............................................ 18

ARTICLE IX - DESTRUCTION OF LEASED PREMISES .................. 19

ARTICLE X - CONDEMNATION ..................................... 20

ARTICLE XI - DEFAULT OF TENANT ............................... 20

ARTICLE XII - QUIET ENJOYMENT ................................ 22

ARTICLE XIII - ENVIRONMENTAL COMPLIANCE ...................... 22

ARTICLE XIV - MISCELLANEOUS .................................. 25

EXHIBIT A - LEGAL DESCRIPTION

EXHIBIT B - TENANT'S WORK

EXHIBIT C - DESIGN WORK

EXHIBIT D - INSURANCE

</TABLE>

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LEASE

THIS LEASE ("LEASE") is made this 11 day of February, 2005 ("Execution

Date"), by and between GSI Lumonics Corporation, a Michigan corporation, whose

address is 39 Manning Road, Billerica, MA 01821 ("LANDLORD"), and SEWS-DTC,

Inc., a Delaware corporation authorized to conduct business in Michigan, whose

address is currently 5850 Mercury Drive, Suite 250, Dearborn, MI 48126

("TENANT").

WITNESSETH:

ARTICLE I

GRANT AND TERM

1.01 LEASED PREMISES. Landlord, in consideration of the rent to be paid

and the covenants to be performed by Tenant, does hereby demise and lease unto

Tenant, and Tenant hereby rents from Landlord, a building and related site

improvements, including 155 parking spaces described in Section 4.8 below on

land located at 22300 Haggerty Road, Farmington Hills, Oakland County, Michigan,

more particularly described on EXHIBIT A attached (the "Leased Premises"). The

building on the Leased Premises consists of 56,290 square feet for purposes of

calculating rent as set forth in Article II.

1.02 LEASE TERM AND ACCESS. The Landlord shall give Tenant access to the

Leased Premises for Tenant's Work that will not materially interfere with

Landlord's operations starting April 1, 2005, through May 31,2005. Starting June

1,2005, (the "Access Date") Landlord will not have access to the space. Tenant

will then have full control for purposes of completing all remaining Tenant's

Work described in Article IV. Tenant will be allowed to move into the space if

it finishes Tenant's Work earlier any time following this date. The Tenant has

inspected the Leased Premises, and Tenant accepts the Leased Premises "as is"

(except for items to be fixed in Exhibit B) in its existing condition. The

initial term of this Lease ("Initial Term") shall be sixty-six (66) months

after the Rent Commencement Date (as such term is defined in Section 2.01

below). The phrase "Lease Term" or "Term" as used in this Lease shall be the

Initial Term of this Lease including the Renewal Term, if properly elected and

permitted pursuant to Section 1.03 below.

1.03 RENEWAL TERM. If at the time of Tenant's Renewal Notice, Tenant has

the financial ability to meet its obligations for the Renewal Term as determined

by Landlord based on standards of commercial reasonableness, Tenant shall have

the option to extend the Initial Term for an additional sixty (60) months (the

"Renewal Term") by giving written notice to Landlord at least six (6) months

prior to the expiration of the Initial Term ("Renewal Notice"). Landlord shall

review Tenant's credit, upon receiving Tenant's Renewal Notice, and if Tenant's

credit is not acceptable to Landlord based on standards of commercial

reasonableness, Tenant shall have no right to renew this Lease. Rent during the

Renewal Term shall be determined by taking ninety-five (95%) percent of fair

market rent for a building of similar standard and located within a three (3)

mile radius of the Premises as determined by averaging the rental rates quoted

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by three brokers experienced in commercial leasing in the area of the Premises,

unless there is no brokerage commission due with respect to the exercise of the

Renewal Term, in which case base rent shall be established at ninety-three (93%)

percent of fair market rent for a building of similar standard and located

within a three (3) mile radius of the Premises; provided, however, in no event

shall Base Rent be lower than Base Rent for the immediately preceding year.

1.04 SECURITY DEPOSIT. Landlord acknowledges receipt of Fifty Six

Thousand Two Hundred Ninety ($56,290.00) Dollars from Tenant on the Execution

Date which shall act as security for Tenant's faithful performance of its

obligations under this Lease (the "Security Deposit"). Landlord shall hold the

Security Deposit until the expiration or earlier termination of this Lease.

Landlord shall not be required to account for any interest on the Security

Deposit nor maintain the Security Deposit in a segregated account. Landlord

shall have the right but not the obligation to use the Security Deposit or any

portion thereof in the performance of Tenant's obligations in the event of

Tenant's default. Tenant shall promptly replace any portion of the Security

Deposit used by Landlord as provided under this Section 1.04 upon written notice

from Landlord.

1.05 LANDLORD'S CONTINUED OCCUPANCY. Notwithstanding anything to the

contrary contained herein, any or all of Landlord's employees and property

presently located at the Leased Premises shall be removed prior to the Access

Date. If Landlord is one day late past June 1, 2005, then the rent commencement

date will be pushed back one month and Landlord will provide another two month's

free rent. If the Landlord is not out by July 1, 2005, then it will owe another

two month's free rent, and so on.

ARTICLE II

RENT

2.01 BASE RENT. Tenant shall pay Base Rent in monthly installments in

advance on or before the fifteenth day of each month of the Term commencing on

the earlier of a Temporary Certificate of Occupancy (for work done in Exhibits B

& C) or the first day of the month following 90 days after Landlord has fully

exited the building (the "Rent Commencement Date") and each month thereafter; in

accordance with the schedule set forth in Exhibit E ("Base Rent"). Exhibit E to

be finalized and executed within 10 business days of building Access Date.

Base Rent together with any and all other payments due under this Lease

shall be referred to herein as "Rent."

2.02 TENANT'S TAX OBLIGATION.

(a) As of the Rent Commencement Date, Tenant shall pay to Landlord a

prorated share of current real estate taxes and assessments levied against the

Leased Premises on a due date basis as if paid in advance. Upon expiration of

the Term, so long as Tenant is not in default, Landlord shall pay to Tenant a

prorated share of then current real estate taxes and assessments levied against

the Leased Premises on a due date basis as if paid in advance.

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(b) Subject to (c) below, commencing with Rent Commencement Date, Tenant

shall be responsible for reimbursement to Landlord for all real estate taxes,

assessments, general and special, personal property taxes pertaining to the

Leased Premises. Such taxes shall be paid monthly by Tenant as follows: Tenant

shall pay to Landlord, on dates upon which Base Rent is payable hereunder, such

amounts as the Landlord, from time to time shall estimate as necessary to create

and maintain a reserve fund from which to pay before the same become due all

real estate taxes, assessments, general and special, personal property taxes and

other reasonable charges which may thereafter become due and payable on or with

respect to the Leased Premises and all improvements located thereon for the

balance of the Term. Such reserve fund shall not bear interest. If allowed by

the taxing authority, payment of special assessments shall be made on an

installment basis extending over the maximum period of time available and Tenant

shall only be liable for installments due during the Term, subject to prorations

described in (a) above. Should the State of Michigan or any political

subdivision thereof, or any governmental authority having jurisdiction

thereover, impose a sales or other tax and/or assessment of any kind or nature

upon, against or with respect to the rentals payable by Tenant to Landlord, or

on the income of Landlord derived from the Leased Premises, or with respect to

the ownership of land and building comprising the Leased Premises, by way of

substitution for all or any part of the taxes and assessments levied or assessed

against the Leased Premises, such tax and/or assessment shall be deemed to

constitute a tax and/or assessment against the Leased Premises for the purposes

of this section, provided, however, Tenant's obligations hereunder shall be

computed as if the Leased Premises and the rents reserved were the only factors

subject to such tax and/or assessment. Tenant shall pay all sales and other such

taxes on rents hereunder (other than Landlord's income tax and single business

tax) to the requisite receiving authority with proper returns, discharging such

obligations when due. Tenant shall pay all personal property taxes levied

against personal property of any kind or nature on the Leased Premises for and

during the Term prior to the date penalty attaches and evidence of such payment

shall promptly thereafter be furnished to Landlord.

(c) In the event Landlord sells the Leased Premises and such sale

results in an increase in the taxable value of the Leased Premises, then so long

as Tenant is not in default and this Lease remains in full force and effect,

then Landlord shall pay one-half (1/2) of the increase in the real estate taxes

for the Leased Premises resulting from the sale billed during the first year

after such sale, and one-fourth (1/4) of such tax increase resulting from the

sale billed during the second year after such sale. With the consent of the

Landlord, including Landlord's successor upon the sale of the Premises, which

shall not be unreasonably withheld, Tenant shall have the right to appeal any

increase in the real estate taxes resulting from the sale in accordance with the

procedures established by applicable governmental authorities including the

Michigan Tax Tribunal, and the laws of the State of Michigan. Provided, however,

Tenant shall pay all interest, costs and attorneys fees associated with such

appeal, and the tax being appealed shall be paid pending a decision on the

appeal, to the extent that payment is required to prevent accrual interest or

penalties.

2.03 NON-ABATEMENT. Rent shall not abate for any reason during the Term

except as otherwise expressly permitted by law, and subject to the provisions of

Section 14.22 below.

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2.04 NET LEASE. Except as provided in Section 1.02 above, and Section

4.04 below concerning Landlord's corrections and Landlord's responsibility for

certain structural and capital improvements, the Rent payable by Tenant to

Landlord, shall be net to Landlord so that this Lease shall yield, net, to

Landlord, the Base Rent specified in Article II hereof in each month and year

during the term of the Lease, and all costs, expenses, and obligations of every

kind and nature whatsoever relating to the Leased Premises which may arise or

become due during the Term of this Lease, shall be paid by Tenant.

ARTICLE III

CONDUCT OF BUSINESS BY TENANT

3.01 USE OF PREMISES. Tenant shall occupy and continually use, and

conduct business in and on the Leased Premises under the terms of this Lease for

the Term only for the purposes permitted in the OS-4 zoning district of

Farmington Hills, and for no other purpose. The Tenant shall comply with all

laws, governmental ordinances, rules and regulations and orders with respect to

the use and occupancy of the Leased Premises.

ARTICLE IV

TENANT'S WORK; CONSTRUCTION, MAINTENANCE, AND ALTERATIONS BY

TENANT

4.01 TENANT'S WORK. The work to be performed by Tenant to prepare the

Leased Premises for use is more fully described in EXHIBIT B ("Tenant's Work"),

which work shall be completed on or before 120 days after Landlord has fully

moved out of the space (the "Tenant Completion Date"). Tenant's Work shall be

completed in accordance with the approved Tenant's Plans, as described in

Section 4.03 below. Landlord shall not be required to remove its network cabling

installed by Landlord in the building. Tenant shall include in Tenant's Plans

all wiring and cabling to be installed by Tenant in the building, including any

wiring in the building common area ("Tenant's Wiring"). At the termination of

this Lease, Tenant shall not be required to remove Tenant's Wiring so long as

Landlord has approved the plans for Tenant's Wiring. Tenant's Plans shall also

include the location and specifications for the satellite dish and the cabling,

conduits and underground and roof connections described in Section 4.02 F below.

4.02 CONDITION OF LEASED PREMISES; MODIFICATIONS ALLOWED BY TENANT.

Landlord shall deliver the Leased Premises to Tenant in "as is" condition.

Landlord and Tenant each acknowledge:

A. FOUNDATION. The building on the Leased Premises was

constructed in 1999 and sits on a cement slab foundation.

B. HEATING AND COOLING. The building on the Leased Premises

is heated by hot water radiant heat around the perimeter of the building.

There are two 90-ton HVAC units and one 30-ton HVAC unit placed on the

roof. Tenant shall have the

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right, subject to Landlord's prior written approval, to install one or

more HVAC units necessary to supply supplemental service to any portion of

the Leased Premises.

C. GENERATORS A back-up generator exists on the Leased

Premises as of the date hereof. Tenant shall have the right to use the

existing back-up generator during the Term, but any repairs, maintenance

or replacement shall be Tenant's responsibility.

D. EMERGENCY POWER SUPPLIES. Tenant shall have the right,

subject to Landlord's prior written approval, to install: (i) an

uninterrupted power source (UPS) system; (ii) an emergency stand-by

battery system; and/or (iii) fuel tank and generator, or to use portable

generators during emergencies. Upon expiration or earlier termination of

this Lease, Tenant shall have the right to remove any of the systems

installed pursuant to this Section 4.02 D. so long as Tenant restores the

Leased Premises to the condition existing at the Rent Commencement Date.

E. UTILITIES; SERVICES AND EASEMENTS. Subject to Landlord's

prior written approvals, Tenant may: (i) introduce new utilities or other

communication services into the building at the existing or new

penetration points; and (ii) install pipe chase and/or conduits for

telecommunication cabling, fiber optics, and other services in an area on

the roof to be designated by Landlord and other areas throughout the

building. Prior to any such installation, Tenant shall provide to Landlord

Tenant's proposed plans and specifications as well as the proposed uses of

any installations and any other information Landlord reasonably deems

necessary to complete Landlord's review and to give or withhold his

consent. In the event that Tenant installs additional systems or services

in the building at the Leased Premises, Tenant shall have the right, at

the expiration or earlier termination of the Lease, to remove any of the

systems installed pursuant to Section 4.02 E(i). so long as Tenant

restores the Leased Premises to the condition existing at the Rent

Commencement Date.

F. ROOF RIGHTS. Tenant shall have the right to use the roof

of the building in which the Lease Premises is located for installation of

a non-penetrating satellite dish and the right to connect cabling from

under the building with pipe chase and/or conduits for telecommunications

cabling and fiber optics at a designated area on the roof of the building

so long as the plans, specifications and locations for such satellite

dish, cabling, conduits and connections are shown on Tenant's Plans and

approved by Landlord.

4.03 CONSTRUCTION. Tenant shall, at its sole cost, undertake construction

of Tenant's Work and provide the construction material, hardware and equipment

and the labor to construct and install the improvements to the Leased Premises

in accordance with Tenant's Plans referred to below. Attached hereto as EXHIBIT

C are Tenant's design drawings for the Leased Premises (the "Design Drawings"),

which Design Drawings include the following information: partition layout;

ceiling plans; general information in specification form for all proposed

electrical, mechanical, fire protection, communications technology and plumbing

requirements, sample

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boards with color finishes and graphic illustrations. Landlord has reviewed the

Design Drawings and advised Tenant of any changes required by Landlord; Tenant

shall promptly revise the Design Drawings to incorporate Landlord's required

changes and deliver revised plans to Landlord within ten (10) business days.

Landlord may require further changes to the revised Design Drawings and Tenant

shall similarly revise and resubmit the same to Landlord within ten (10)

business days and continue such process until Landlord approves Tenant's Design

Drawings (final Design Drawings as approved by Landlord shall be referred to

herein as "Tenant's Plans"). Tenant shall apply for all building permits and

approvals by governmental agencies necessary for the construction of Tenant's

Work in accordance with the Tenant's Plans. The Tenant's general contractor is

required to post the building permit at the job site and a copy of the building

permit must be delivered to Landlord prior to the start of the construction or

delivery of materials. The Tenant's Work shall be promptly commenced and

thereafter continued with due diligence to the end that it shall be fully

completed and the Leased Premises opened for business in accordance with the

provisions hereof not later than the Tenant Completion Date. The Tenant's Work

shall be completed in strict compliance with the Tenant's Plans. Tenant shall

perform no work in the Leased Premises until Tenant's Plans have been approved

by Landlord. Landlord's approvals required hereunder shall be given as soon as

is commercially reasonable and shall not be unreasonably withheld, it being

understood that Landlord has contracted with a third party to complete such

reviews and advise Landlord. During the construction of Tenant's Work, Landlord

agrees to review and approve or disapprove Tenant's requests for change orders

to Tenant's Plans within five (5) business days of receipt of the change order

by Landlord and Landlord's reviewing agent.

Construction of Tenant's Work shall be subject to, and in full compliance

with, the following conditions:

A. COST. All of Tenant's Work shall be completed at Tenant's

sole cost and expense.

B. INSURANCE. In addition to the insurance required by Article

V below, Tenant or Tenant's general contractor shall secure, pay for and

maintain, during the continuance of its work within the Leased Premises,

policies of insurance with such coverages and such amounts as set forth in

EXHIBIT D attached hereto and made a part hereof, which policies shall be

endorsed to include Landlord and Landlord's respective employees and

agents and Landlord's mortgagees as additional insured parties and which

shall provide thirty (30) days prior written notice of any alteration or

termination of coverage. Tenant shall not permit Tenant's contractors to

commence any work until all required insurance has been obtained by Tenant

or Tenant's general contractor as the case may be, and certificates

evidencing such coverage have been delivered to Landlord.

C. REPAIR/RECONSTRUCTION. Repair and/or reconstruction of all

or any portion of Tenant's Work damaged or destroyed by any casualty

before Tenant's Completion Date shall be commenced by Tenant as soon as

possible after such casualty.

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D. COMPLIANCE WITH LAWS; APPROVAL BY LANDLORD. The Tenant's

Work and any and all other improvements constructed by Tenant shall comply

with all applicable federal, state and local laws, ordinances, rules and

regulations, including without limitation, the Americans with Disabilities

Act and similar state and local laws. Any approval or consent by Landlord

of the Tenant's Plans and any or all of Tenant's criteria, systems, plans,

specifications or drawings shall neither constitute an assumption of

responsibility or liability by Landlord for any aspect of such criteria,

systems, plans, specifications or drawings, including, but not limited to,

their accuracy or efficiency, their failure to comply with applicable laws

or regulations, building codes and other governmental agencies nor

obligate Landlord in any manner with respect to Tenant's Work and Tenant

shall be solely responsible for any deficiency in design or construction

of all portions of Tenant's Work. Tenant acknowledges that Landlord's

approval is based on aesthetics only and does not signify compliance with

any governmental, engineering or safety standards.

E. PERMITS. Tenant shall obtain and pay for all necessary

permits and shall pay all other fees required by public authorities or

utility companies with respect to Tenant's Work. Tenant shall secure a

Certificate of Occupancy for the Leased Premises prior to occupying the

Leased Premises if required by the municipality having jurisdiction over

the Leased Premises. To the extent Tenant obtains a Temporary Certificate

of Occupancy, Tenant shall diligently complete the remaining work and

obtain the Final Certificate of Occupancy as soon as possible thereafter.

F. CONSTRUCTION MAINTENANCE. Tenant shall maintain the Leased

Premises and the Common Areas adjoining the same in a clean and orderly

condition during construction. Tenant shall promptly remove all unused

construction materials, equipment shipping containers, packaging, debris

and waste from the Building and deposit it in receptacles, or otherwise

remove the same from the Building. Tenant shall contain all construction

materials, equipment, fixtures, merchandise, shipping containers and

debris within the Leased Premises

G. ENTRY TO THE LEASED PREMISES. At any time and from time to

time during the performance of Tenant's Work, Landlord or Landlord's

designee may enter upon the Leased Premises to inspect the work being

performed by Tenant and take such steps as they may deem necessary or

desirable to assure the proper performance by Tenant of Tenant's Work

and/or to protect the Leased Premises. In addition, Tenant's Work shall be

performed in a thoroughly first-class and workmanlike manner, shall

incorporate only new or like new materials and shall be in good and usable

condition at the date of completion.

H. LIENS. In the event any lien shall at any time be filed

against the Leased Premises by reason of work, labor or services performed

or alleged to have been performed or materials furnished or alleged to

have been furnished by, for or to Tenant, Tenant shall forthwith cause the

same to be discharged of record or bonded to the

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satisfaction of Landlord. Tenant shall have a reasonable period of time,

not more than ninety (90) days after filing of the lien to dispute the

lien prior to payment and discharge or bonding over. Provided, however,

any filed lien shall be immediately discharged or bonded over in the event

an action to foreclose the lien is threatened or commenced. If Tenant

shall fail to cause such lien forthwith to be so discharged or bonded

after being notified of the filing thereof, then, in addition to any other

right or remedy of Landlord, Landlord may, following notice to Tenant,

discharge the same by paying the amount claimed to be due, and the amount

so paid by Landlord and all costs and expenses, including reasonable

attorneys fees incurred by Landlord in procuring the discharge of such

lien, shall be due and payable by Tenant to Landlord as additional rent on

the first day of the next following month.

I. TENANT ALLOWANCE; FINAL DOCUMENTATION.

(a) Upon compliance with this Section, Tenant shall be

entitled to a Tenant Allowance of $225,460 ("Tenant Allowance").

(b) On the Access date, provided that Tenant is not in default

under this Lease, Landlord has approved Tenant's Plans, and Tenant has

provided to Landlord Tenant's signed construction contract for Tenant's

Work and all necessary permits, approvals and insurance certificates, then

Landlord shall advance to Tenant and Tenant's contractor, jointly, the

Tenant Allowance to be used solely for Tenant's Work and incorporated in

the Leased Premises. Within 150 days following construction completion,

Tenant shall supply to Landlord the following: (i) Original final waivers

of lien and contractor's affidavits in such form as may be required by

Landlord, from all parties performing labor or supplying materials in

connection with the Tenant's Work and sworn statements and long form

affidavits and final waiver's from Tenant's architect, engineer and

contractors and any other party with whom Tenant contracted directly for

labor and materials furnished in or for the Leased Premises, (ii) Copies

of all warranty documents relating to Tenant's Work and identifying

Landlord as an intended beneficiary thereof, (iii) A set of mechanical,

electrical, plumbing and fire protection as-built plans and specifications

for Tenant's Work prepared and sealed by Tenant's architect, together with

names and addresses of Tenant's electrical, plumbing, and other

contractors and copies of all operating manuals for equipment installed as

part of Tenant's Work, (iv) Properly issued Final Certificate of Occupancy

evidencing acceptance or approval by appropriate governmental authorities,

and (v) Such other supporting documentation as Landlord may reasonably

require. Notwithstanding the foregoing, during the Term, so long as Tenant

is not in default, Tenant shall have the option to apply Tenant's

Allowance, or any portion thereof, to future improvements, including

additional parking spaces as provided in Section 4.08 below, or to

fixtures permanently installed at the Leased Premises. If any portion of

Tenant's Allowance remains at the expiration or earlier termination of

this Lease, such sum shall be retained by Landlord.

4.04 OBLIGATION FOR REPAIRS AND MAINTENANCE.

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(a) Except as provided in (d) below, Tenant covenants during the Term of

this Lease to keep in good order and repair, reasonable wear and tear excepted,

inside and outside, structural and nonstructural, all buildings, structures and

improvements which shall hereafter be constructed on, or be part of, the Leased

Premises, including all interior walls and ceilings, all plumbing, heating,

air-conditioning and any other equipment or facilities installed in or on the

Leased Premises. Tenant agrees from time to time to make repairs and

replacements, as necessary, of such equipment or facilities at least equal to

the original and sufficient for the same services so that at all times such

buildings, structures, equipment and facilities shall be in good order,

condition and repair, reasonable wear and tear excepted. Tenant further

covenants that during the term of this Lease, it will keep the Leased Premises,

and every part thereof, and the buildings and structures thereon, in a clean and

wholesome condition, and that all health, safety, fire and police regulations

shall, at all times and in all respects, be fully complied with by Tenant.

(b) Tenant, at its sole expense, shall retain certified contractors to

inspect and maintain all mechanical equipment at the Leased Premises as required

but no less than semi-annually and provide Landlord with copies of such

maintenance contracts and work performed. Tenant further covenants that the

buildings, structures, improvements and mechanical systems at any time existing

upon the Leased Premises shall be kept and maintained by Tenant in a safe and

secure manner and in conformity with any and all requirements of controlling

governmental authority. Landlord or Landlord's designee shall have the right to

enter and inspect the Leased Premises, from time to time, upon reasonable

notice, except in the case of an emergency, provided, however, Landlord's

inspections shall not unreasonably interfere with Tenant's use of the Premises.

(c) In the event Tenant fails to make any of the repairs which it is

obligated to make under the provisions of this Lease immediately if required,

and in all other cases within thirty (30) days after receipt of written notice

from Landlord specifying such repairs, or if the repairs are of such character

as to require more than thirty (30) days to correct and Tenant shall fail to use

reasonable diligence in making such repairs after receiving such notice,

Landlord shall be entitled but not obligated to enter upon the Leased Premises

and to make or cause the same to be made, and, after notice to Tenant that the

same has been done and the cost thereof, to add the cost of such repairs to the

next installment of rent, and Tenant agrees to pay to Landlord such amounts plus

interests as hereinafter provided, at the due date of the rent installment next

becoming due. At the time of the expiration of the tenancy created herein,

Tenant shall surrender the Leased Premises in a good condition, reasonable wear

and tear and loss by fire or other casualty covered by insurance excepted

(provided insurance proceeds therefor are received by the Landlord).

(d) Landlord shall be responsible for structural or capital repairs or

replacements (as determined in accordance with generally accepted accounting

principals) required to keep the roof, outer walls, structural elements and

foundation, HVAC system and electrical transformers of the Leased Premises in

good order, condition and repair, reasonable wear and tear excepted, and

excepting repairs and replacements resulting from Tenant's Work or the act or

negligence of

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Tenant or its contractors, agents or employees ("Landlord's Responsibility").

The cost of any structural or capital repairs or replacements made to the Leased

Premises by Landlord during the Term as a result of Landlord's Responsibility

shall be amortized over such periods as determined in accordance with generally

accepted accounting principles, together with interest on the unamortized

balance at the rate of two percent (2%) in excess of the then current "prime

rate" of Comerica Bank or such higher rate as may have been paid by Landlord on

funds borrowed for the purpose of constructing such capital improvements

provided said interest shall not exceed the maximum legal rate available, and

shall be paid by Tenant monthly as additional Rent.

4.05 EXPANSION OF BUILDING the current design of the building allows for

the construction of an additional 15,000 to 20,000 square feet ("Expansion"). In

the event during the Term, and so long as Tenant is not in default, Tenant

desires to construct such Expansion, Tenant shall have the opportunity to

negotiate with Landlord for the purchase of the Leased Premises. Provided,

however, Landlord is under no obligation to sell the Leased Premises to Tenant

in the event Landlord and Tenant are unable to reach an agreement on the terms

for sale and purchase of the Leased Premises. In the event of such purchase the

purchase price shall be based on fair market value method appraisals, but in no

event less than $6.5 million. In the event that Landlord and Tenant consummate

the purchase of the Leased Premises, this Lease shall terminate upon transfer of

title of the Leased Premises to Tenant. In the event that Landlord and Tenant

fail to agree upon the terms of a sale, this Lease shall continue in full force

and effect until its expiration or earlier termination and Tenant shall not

construct the Expansion of the building on the Leased Premises.

In the event Tenant requests and Landlord, at its sole option, agrees to

assume the responsibility and expense of construction of the Expansion, then

Landlord and Tenant shall amend this Lease, in writing, which amendment shall

contain the following provisions: (a) Base Rent shall include, in addition to

that provided in Section 2.01, Rent on the Expansion square footage equivalent

to market rent for similar build to suit projects and (b) the Lease Term for the

Leased Premises plus the Expansion shall expire ten (10) years from the date the

certificate of occupancy is issued for the Expansion. In the event that such

certificate of occupancy is issued after the expiration of the Initial Term or

the Renewal Term, as the case may be, this Lease shall be deemed to have been

extended automatically under the terms hereof.

4.06 REMODELING AND IMPROVEMENTS AFTER INITIAL CONSTRUCTION So long as

Tenant is not in default, after the Rent Commencement Date and during the Term,

Tenant shall have the right, upon written notice to Landlord, to remodel or make

improvements to the Leased Premises, at Tenant's expense, provided such

remodeling or improvement does not affect the mechanical systems, the electrical

systems or the structure of the building ("Non-Structural Work") and which do

not exceed $20,000.00. So long as Tenant is not in default, Tenant shall have

the right, upon written notice to Landlord and receipt of Landlord's written

consent, to perform Non-Structural Work in excess of $20,000.00; provided,

however, Landlord may require Tenant to remove all such Non-Structural Work in

excess of $20,000.00 upon expiration of the Lease and to restore the Leased

Premises to the condition existing prior to the Non-Structural Work. Tenant

shall not make any changes to mechanical systems, the electric system or the

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structure of the building on the Leased Premises without Landlord's prior

written consent. Tenant shall, in all instances, provide architectural drawings,

plans and specifications for any and all improvements made by Tenant to the

Leased Premises. Landlord agrees to review and approve or deny Tenant's request

for modifications to the Leased Premises within ten (10) business days of

receipt by Landlord of Tenant's request along with Tenant's proposed plans and

specifications for such work. All construction shall comply with all laws and

ordinances relating thereto and shall be performed in a good and workmanlike

manner. In the event any lien shall at any time be filed against the Leased

Premises by reason of work, labor or services performed or alleged to have been

performed or materials furnished or alleged to have been furnished by, for or to

Tenant, Tenant shall forthwith cause the same to be discharged of record or

bonded to the satisfaction of Landlord. If Tenant shall fail to cause such lien

forthwith to be so discharged or bonded after being notified of the filing

thereof, then, in addition to any other right or remedy of Landlord, Landlord

may, following notice to Tenant, discharge the same by paying the amount claimed

to be due, and the amount so paid by Landlord and all costs and expenses,

including reasonable attorneys fees incurred by Landlord in procuring the

discharge of such lien, shall be due and payable by Tenant to Landlord as

additional Rent on the first day of the next following month.

4.07 REMOVAL BY TENANT. All improvements to the Leased Premises made by

Tenant shall become the property of Landlord upon installation thereof, and

shall then be considered as part of the Leased Premises except that any signs,

trade fixtures (including Tenant's installed cooling tower and pump), trade

equipment, appliances, furniture and other personal property of any nature

installed in the Leased Premises at any time by Tenant and any replacement

thereof by Tenant shall not become a part of the Leased Premises but shall

retain their status as personality and shall remain the property of Tenant and

portions thereof may be removed from the Leased Premises at any time and from

time to time by Tenant during the term of this Lease, providing the same shall

be immediately replaced by comparable property unless the unreplaced removal of

reasonable portions thereof does not hinder or interfere with the continuity of

the conduct of the Tenant's business in the Leased Premises during the Term, and

providing Tenant repairs any, damage to the Leased Premises by any such removal.

Landlord shall be entitled to take all depreciation on the building and real

estate fixtures and improvements, allowable, under the income tax laws; and, the

Tenant shall likewise be entitled to take all investment tax credit for personal

property purchased for the building on the Leased Premises, allowable under the

income tax laws, corresponding to its expenditures therefor. Landlord shall have

the option of requiring Tenant to remove any improvement or fixture (except

Tenant Wiring described in Section 4.01 above) at the end of the Term and in

such event Tenant shall restore the Leased Premises to the condition existing

prior to installation, unless otherwise agreed by Landlord at the time of

consent for installation of said improvements.

4.08 PARKING. The Leased Premises contains 155 parking spaces. Subject to

issuance of appropriate permits and Landlord's written approval, which approval

shall not be unreasonably withheld or delayed, of plans for installation of

additional parking spaces, Tenant shall have the right, during the Term, if

Tenant is not in default, at Tenant's own expense, to

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construct additional parking spaces in accordance with the plans approved by

Landlord and all applicable laws and ordinances.

ARTICLE V

INSURANCE AND INDEMNIFICATION

Commencing on the Rent Commencement Date and during the entire Lease Term,

Tenant shall obtain the following insurance with respect to the Leased Premises.

5.01 LIABILITY INSURANCE. Tenant shall, during the Term, keep 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 an amount of One Million Dollars

($1,000,000.00), per occurrence and excess liability (umbrella) with limits of

not less than Five Million Dollars ($5,000,000.00), 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

Leased 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

commercially reasonable judgment, good business practice and changing conditions

indicate a need for additional amounts or different types of insurance coverage,

Tenant shall, within sixty (60) days after Landlord's request, obtain such

insurance coverage, at Tenant's sole cost and expense.

5.02 PROPERTY INSURANCE. Tenant shall keep the buildings and all other

improvements located on the Leased Premises insured against loss or damage by

fire, windstorm, hail, explosion, and smoke damage and such other risks as are

from time to time covered under "extended coverage" endorsements and special

extended coverage endorsements commonly known as "all risks" endorsements in an

amount equal to the full replacement cost thereof (exclusive of the cost of

excavation, foundations and footings) without co-insurance penalty, containing a

deductible provision not in excess of $5,000.00, with a change of conditions

provision, and flood insurance if the Leased Premises are in a special flood

hazard area, so designated pursuant to the Flood Disaster Protection Act of

1973, as amended, and requiring such insurance if a regulated lender were to

make a loan secured thereby.

5.03 WORKER'S COMPENSATION. Commencing on the Rent 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.

5.04 PERSONAL PROPERTY. Commencing on the Rent 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

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the Leased 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 Leased

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 Leased 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 Section 5.04 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 Leased Premises.

5.05 BUSINESS INTERRUPTION INSURANCE. Tenant shall provide business

interruption insurance during the Term.

5.07 POLICIES. Such insurance shall be carried with a financially

responsible insurance company or companies reasonably satisfactory to Landlord

(if the insurer A.M. Best Rating is A minus or better is will be satisfactory),

and may be carried under a policy or policies covering other property owned or

controlled by Tenant, provided that such policy or policies allocate to the

property required to be insured by this Article an amount not less than the

amount of insurance required to be carried by Tenant with respect thereto

pursuant to this Article. Tenant shall furnish to Landlord such evidence as

Landlord may require that the insurance referred to in this Article is in full

force and effect and that the premiums therefor have been paid, and all rental

policies or certificates of insurance shall be delivered to Landlord not less

than thirty (30) days prior to the date of expiration of the then existing

policy. Tenant agrees that such policies shall contain a provision that the same

may not be cancelled without at least thirty (30) days prior written notice

being giv